SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
WINTON FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
--------------------------------------
4) Date Filed:
<PAGE>
WINTON FINANCIAL CORPORATION
5511 Cheviot Road
Cincinnati, Ohio 45247
(513) 385-3880
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Winton Financial Corporation ("WFC") will be held at Shuller's Wigwam
Restaurant, 6210 Hamilton Ave., Cincinnati, Ohio 45224, on January 28, 2000, at
10:00 a.m., Eastern Standard Time (the "Annual Meeting"), for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
1. To reelect directors of WFC for terms expiring in 2003;
2. To consider and vote upon the ratification of the selection of Grant
Thornton LLP as the auditors of WFC for the current fiscal year; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of WFC of record at the close of business on December
10, 1999, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof.
Whether or not you expect to attend the Annual Meeting, we urge you to
consider the accompanying Proxy Statement carefully and to SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN
ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED. The
giving of a Proxy does not affect your right to vote in person in the event you
attend the Annual Meeting.
By Order of the Board of Directors
Cincinnati, Ohio Robert L. Bollin
December 17, 1999 President
<PAGE>
WINTON FINANCIAL CORPORATION
5511 Cheviot Road
Cincinnati, Ohio 45247
(513) 385-3880
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of
Winton Financial Corporation, an Ohio corporation ("WFC"), for use at the 1999
Annual Meeting of Shareholders of WFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Ave., Cincinnati, Ohio 45224, on January 28, 2000, at 10:00 a.m.,
Eastern Standard Time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by a
shareholder before exercise by executing a later-dated Proxy or by giving notice
of revocation to WFC in writing or in open meeting. Attendance at the Annual
Meeting will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of Messrs. Robert L. Bollin and William J. Parchman
as directors of WFC for terms expiring in 2003; and
FOR the ratification of the selection of Grant Thornton LLP ("Grant
Thornton") as the auditors of WFC for the current fiscal year.
Proxies may be solicited by the directors, officers and other employees
of WFC and The Winton Savings and Loan Co., the wholly-owned subsidiary of WFC
("Winton"), in person or by telephone, telegraph, telecopy or mail. WFC may
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to beneficial
owners. The cost of soliciting proxies will be borne by WFC.
Only shareholders of record as of the close of business on December 10,
1999 (the "Voting Record Date"), are eligible to vote at the Annual Meeting and
will be entitled to cast one vote for each share of WFC (the "Common Shares")
owned. WFC's records disclose that, as of the Voting Record Date, there were
4,405,214 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of WFC on or
about December 20, 1999.
<PAGE>
VOTE REQUIRED
Election of Directors
Under Ohio law and the Code of Regulations of WFC (the "Regulations"),
the nominees receiving the greatest number of votes will be elected as
directors. Common Shares as to which the authority to vote is withheld and
shares held by a nominee for a beneficial owner that are represented in person
or by proxy at the Annual Meeting, but not voted with respect to the election of
directors ("Non-votes"), are not counted toward the election of directors or
toward the individual nominees specified in the enclosed Proxy. If the enclosed
Proxy is signed and dated by the shareholder, but no vote is specified thereon,
the Common Shares held by such shareholder will be voted FOR the reelection of
the nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of at least a majority of the
outstanding Common Shares, voting in person or by proxy, is necessary to ratify
the selection of Grant Thornton as the auditors of WFC for the current fiscal
year. The effect of an abstention or a Non-vote is the same as a vote against
ratification. If the accompanying Proxy is signed and dated by the shareholder,
but no vote is specified thereon, the Common Shares held by such shareholder
will be voted FOR the ratification of the selection of Grant Thornton as
auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to WFC to own beneficially more than five percent of the
Common Shares as of December 1, 1999:
<TABLE>
<CAPTION>
Amount and Nature Percentage of Common
Name and Address of Beneficial Ownership (1) Shares Outstanding (2)
<S> <C> <C>
Firstar, N.A., as Trustee 355,089 (3) 8.1%
P.O. Box 1118
Cincinnati, Ohio 45201
Robert L. Bollin 230,614 (4) 5.1
3358 Kuliga Park Drive
Cincinnati, Ohio 45248
Daniel P. Randolph 239,608 (5) 5.4
Suite 700
105 East Fourth Street
Cincinnati, Ohio 45202
Henry L. Schulhoff 257,260 (6) 5.8
7 West Seventh Street
Cincinnati, Ohio 45202
</TABLE>
- - -----------------------------
(1) A person is the beneficial owner of Common Shares if such person,
directly or indirectly, has sole or shared voting or investment power
over such shares directly or indirectly or has the right to acquire
such voting or investment power within 60 days. All Common Shares are
owned directly with sole voting or investment power, unless otherwise
indicated by footnote. All stock options granted under the Winton
Financial Corporation Stock Option and Incentive Plan, as amended (the
"1988 Option Plan"), and the Winton Financial Corporation 1999 Stock
Option and Incentive Plan (the "1999 Option Plan") are currently
exercisable.
(2) For each person, assumes a total of 4,405,214 Common Shares
outstanding, plus the number of Common Shares such person may acquire
pursuant to the 1988 Option Plan and the 1999 Option Plan, if any.
(Footnotes continue on next page)
2
<PAGE>
(3) The Common Shares are held by Firstar, N.A., as trustee under The
Winton Financial Corporation Employee Stock Ownership Plan (the
"ESOP"). Firstar, N.A., has investment power with respect to all of
such common shares and voting power with respect to the unallocated
common shares.
(4) Includes 103,000 Common Shares that may be acquired upon the exercise
of options; 39,588 Common Shares held for the benefit of Robert L.
Bollin in The Winton Savings and Loan Co. Cash and Deferred Plan (the
"Deferred Plan"), the trustees of which are James W. Brigger, Robert L.
Bollin and Mary Ellen Lovett, executive officers of WFC; 35,829 Common
Shares held for the benefit of Robert L. Bollin in the ESOP; 1,360
Common Shares held by the individual retirement account of Robert L.
Bollin, the trustee of which is Merrill Lynch; 36,080 Common Shares
held jointly with Mr. Bollin's spouse; 4,800 Common Shares held by A.G.
Edwards, for the benefit of Elaine Bollin; 200 Common Shares held by
Elaine Bollin as custodian for Anthony Bollin; 9,728 shares held by
A.G. Edwards in the Robert J. Bollin Trust, for the benefit of Robert
L. Bollin; and 29 shares held for Elaine Bollin, Mr. Bollin's spouse,
in the ESOP.
(5) Based on a Schedule 13G filed with the Securities and Exchange
Commission by Daniel P. Randolph. Includes 42,144 Common Shares held by
Daniel P. Randolph in an individual retirement account; 178,164 Common
Shares owned as trustee under a trust for the benefit of R. Irene
Randolph; 10,800 Common Shares owned as trustee under a trust for the
benefit of Ronald I. Oldiges; and 8,500 Common Shares owned as trustee
under a trust for the benefit of Charles Randolph.
(6) Includes 57,500 Common Shares that may be acquired upon the exercise of
options; 17,600 Common Shares owned by the Cathleen Schulhoff Trust,
Cathleen Schulhoff trustee, as to which Mr. Schulhoff disclaims
beneficial ownership; and 14,200 Common Shares owned by Schulhoff &
Company, Inc., a corporation of which Mr. Schulhoff is a major
shareholder.
The following table sets forth certain information with respect to the
number of Common Shares beneficially owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 1, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Common
Name and Address (1) Beneficial Ownership (2) Shares Outstanding (3)
<S> <C> <C>
Robert L. Bollin 230,614 (4) 5.1%
Robert E. Hoeweler 188,700 (5) 4.2
Thomas H. Humes 19,500 (6) 0.4
Timothy M. Mooney 18,500 (7) 0.4
William J. Parchman 189,355 (8) 4.3
Henry L. Schulhoff 257,260 (9) 5.8
J. Clay Stinnett 18,500 (10) 0.4
All directors and executive officers
of WFC as a group (11 persons) 1,265,558 (11) 25.9
</TABLE>
(1) Each of the persons listed in this table may be contacted at the address of
WFC, 5511 Cheviot Road, Cincinnati, Ohio 45247.
(2) A person is the beneficial owner of Common Shares if such person, directly
or indirectly, has sole or shared voting or investment power over such
shares directly or indirectly or has the right to acquire such voting or
investment power within 60 days. All Common Shares are owned directly with
sole voting and investment power, unless otherwise indicated by footnote.
All stock options granted under the 1988 Option Plan and the 1999 Option
Plan are currently exercisable.
(3) For each person, assumes a total of 4,405,214 shares outstanding, plus the
number of Common Shares such person may acquire pursuant to the 1988 Option
Plan and the 1999 Option Plan.
(Footnotes continue on next page)
3
<PAGE>
(4) Includes 103,000 Common Shares that may be acquired upon the exercise of
options; 39,588 Common Shares held for the benefit of Robert L. Bollin in
the Deferred Plan, the trustees of which are James W. Brigger, Robert L.
Bollin and Mary Ellen Lovett, executive officers of WFC; 35,829 Common
Shares held for the benefit of Robert L. Bollin in the ESOP; 1,360 Common
Shares held by the individual retirement account of Robert L. Bollin, the
trustee of which is Merrill Lynch; 36,080 Common Shares held jointly with
Mr. Bollin's spouse; 4,800 Common Shares held by A.G. Edwards, for the
benefit of Elaine Bollin; and 200 Common Shares held by Elaine Bollin as
custodian for Anthony Bollin; 9,728 shares held by A.G. Edwards in the
Robert J. Bollin Trust, for the benefit of Robert L. Bollin; and 29 shares
held for Elaine Bollin, Mr. Bollin's spouse, in the ESOP.
(5) Includes 57,500 Common Shares that may be acquired upon the exercise of
options; 51,600 Common Shares held jointly with Mr. Hoeweler's spouse;
39,800 Common Shares held in trust for the benefit of Brian Hoeweler; and
39,800 Common Shares held in trust for the benefit of Jennifer Hoeweler.
(6) Includes 17,500 Common Shares that may be acquired upon the exercise of an
option and 2,000 Common Shares held by Prudential Securities for the
benefit of Thomas H. and Marcia Humes.
(7) Includes 17,500 Common Shares that may be acquired upon the exercise of an
option and 1,000 Common Shares held by PaineWebber for the benefit of
Timothy M. Mooney.
(8) Includes 47,500 Common Shares that may be acquired upon the exercise of
options; 114,480 Common Shares held in the individual retirement account of
William J. Parchman, the trustee of which is Alex Brown & Sons, Inc.; and
14,095 Common Shares owned by Mr. Parchman's spouse.
(9) Includes 57,500 Common Shares that may be acquired upon the exercise of
options; 17,600 Common Shares owned by the Cathleen Schulhoff Trust,
Cathleen Schulhoff trustee, as to which Mr. Schulhoff disclaims beneficial
ownership; and 14,200 Common Shares owned by Schulhoff & Company, Inc., a
corporation of which Mr. Schulhoff is a major shareholder.
(10) Includes 17,500 Common Shares that may be acquired upon the exercise of an
option and 1,000 Common Shares held by Merrill Lynch for the benefit of J.
Clay Stinnett.
(11) Includes 469,000 Common Shares that may be acquired upon the exercise of
options and 115,994 Common Shares held in the ESOP.
PROPOSAL ONE - REELECTION OF DIRECTORS
The Regulations provide for a Board of Directors consisting of nine
persons, divided into three classes. Each class serves for a three-year period.
Each of the directors of WFC is also a director of Winton.
The entire Board of Directors of WFC acts as a nominating committee for
selecting nominees for election as directors. In accordance with Section 2.03 of
the Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of WFC by the later of the
February 1st immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of Common Shares
owned either beneficially or of record by each such nominee and the length of
time such Common Shares have been so owned.
The Board of Directors proposes the reelection of the following
directors to terms which will expire in 2003:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held Director Since
- - ---- ---- ---------------- --------------
<S> <C> <C> <C>
Robert L. Bollin (2) 47 Director and President 1989
William J. Parchman 80 Director and 1989
Chairman of the Board
</TABLE>
(Footnotes on next page)
4
<PAGE>
(1) As of December 1, 1999.
(2) Robert L. Bollin, a director and the President of WFC, is a brother of
Gregory J. Bollin, a Vice President of WFC.
If any nominee is unable to stand for election, the Proxies will be
voted for such substitute as the Board of Directors recommends. At this time,
the Board of Directors knows of no reason why any nominee would be unable to
serve if elected. No shareholder may cumulate votes in the election of
directors. There are presently two vacancies on the Board of Directors. One
vacancy exists in the class of directors which will stand for election in
January 2000, which resulted from the decision of Donald G. Avery not to stand
for re-election in 1997, and one vacancy exists in the class of directors which
will stand for election in January 2001, which resulted from the death of Robert
J. Bollin.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Position(s) Director Term
Name Age (1) Held Since Expires
<S> <C> <C> <C> <C>
Robert E. Hoeweler 52 Director 1989 2002
Thomas H. Humes 50 Director 1996 2001
Timothy M. Mooney 52 Director 1996 2002
Henry L. Schulhoff 55 Director 1989 2001
J. Clay Stinnett 48 Director 1996 2002
</TABLE>
- - -----------------------------
(1) As of December 1, 1999.
Robert L. Bollin has been the President and a director of Winton since 1988
and the President and a director of WFC since incorporation in November 1989.
Mr. Bollin joined Winton in 1969, initially working part time while completing a
degree in Business Management at Miami University. In 1979, he was promoted to
Secretary and Assistant Managing Officer of Winton, responsible for managing
Winton's accounting operations, developing and implementing Winton's investment
policy in consultation with the Board of Directors and managing the day-to-day
operations of Winton.
William J. Parchman has served as a director of Winton for 43 years. A
graduate of the University of Cincinnati, he received his law degree and was
admitted to the practice of law in Ohio in 1949. Mr. Parchman was the founder of
Parchman & Oyler Company Realtors which, at its peak, was Cincinnati's largest
residential real estate company. Mr. Parchman served as National Alumni
President of the University of Cincinnati and more recently as Chairman of the
Board of the University of Cincinnati Foundation. He was also a director of the
Cincinnati Metropolitan Housing Authority for 18 years, past president of the
Cincinnati Board of Realtors and President of Clovernook Country Club. Mr.
Parchman was the first recipient of the Carl H. Lindner Medal for Outstanding
Business Achievement presented by the College of Business Administration Alumni
Association, University of Cincinnati.
Robert E. Hoeweler was elected to the Board of Directors of Winton in 1988.
Mr. Hoeweler is a certified public accountant. Since 1972, Mr. Hoeweler has been
active in the management of a group of family-owned companies which includes
Aluminum Extruded Shapes, Inc.
Thomas H. Humes has served as President of Great Traditions Land and
Development Co., a real estate and land development company in Cincinnati, for
the past six years.
Timothy M. Mooney has served as Executive Vice President and Chief
Financial Officer of Kendle International Inc., a clinical research organization
in Cincinnati, since 1996. From 1994 to 1995, he served as Vice President, Chief
Financial Officer and Treasurer of The Future Now, Inc., a computer reseller
located in Cincinnati. From 1988 to 1994, Mr. Mooney served as Senior Vice
President and Chief Financial Officer of Hook-SupeRx, Inc., a retail drug store
chain.
Henry L. Schulhoff became a director of Winton in February 1988. Since
1976, Mr. Schulhoff has been the President of Schulhoff and Company, Inc., a
local investment counseling firm.
J. Clay Stinnett has served since 1993 as President and a director of J.R.
Concepts, Inc., a direct mail advertising company in Cincinnati. Prior to 1993,
Mr. Stinnett spent almost 20 years in the banking business, including serving as
President and Chief Operating Officer of PNC Bank, N.A. (formerly The Central
Trust Co., N.A.), until 1992.
5
<PAGE>
Meetings of Directors
The Board of Directors of WFC met 13 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 1999. Each director
attended at least 75% of the aggregate of such meetings.
The Board of Directors of Winton met 13 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 1999. Each director
attended at least 75% of the aggregate of such meetings.
Committees of Directors
The Board of Directors of WFC has no standing committees. Nominations for
election of directors are determined by the entire Board of Directors. See
"Election of Directors."
The committees of the Board of Directors of Winton includes an Audit
Committee, an Executive Committee, a Loan Committee, a Compensation Committee,
an ESOP Committee and a Stock Option Committee. Each director attended at least
75% of the aggregate of all meetings of each committee on which he served as a
regular member.
The members of Winton's Audit Committee are Thomas H. Humes, Timothy M.
Mooney and J. Clay Stinnett. The function of the Audit Committee is to
communicate with WFC outside auditors and to recommend to the Board of Directors
a firm of accountants to serve as independent auditors for WFC. The Audit
Committee met once during the fiscal year ended September 30, 1999.
The members of the Executive Committee are Robert L. Bollin, Robert E.
Hoeweler, William J. Parchman and Henry L. Schulhoff. The function of the
Executive Committee is to examine, together with management, levels and methods
of investment, to review and evaluate alternative and additional investment
programs and to consider and establish interest rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 28 times during
the fiscal year ended September 30, 1999.
Winton's Loan Committee is comprised of William J. Parchman and Henry L.
Schulhoff. Robert L. Bollin serves as alternate. The function of the Loan
Committee is to approve loan applications and exercise the authority of the
Board of Directors when the Board is not in session, subject to certain
limitations. The Loan Committee met 34 times during the fiscal year ended
September 30, 1999.
Winton's Compensation Committee consists of Thomas H. Humes, Timothy M.
Mooney and J. Clay Stinnett. The function of the Compensation Committee is to
confer with management and make recommendations to the Board of Directors
regarding the compensation of Winton's executive officers and employees. The
Compensation Committee met once during the fiscal year ended September 30, 1999.
The ESOP is administered by a committee of at least three directors
designated by the Board of Directors. The ESOP committee presently consists of
Timothy M. Mooney, Robert E. Hoeweler and William J. Parchman. The ESOP
Committee met once during the fiscal year ended September 30, 1999.
The Stock Option Committee is responsible for administering the stock
option plans, including interpreting the 1988 Option Plan and the 1999 Stock
Option Plan and awarding options pursuant to its terms. The Stock Option
Committee met three times during the fiscal year ended September 30, 1999. The
current members of the Stock Option Committee are Thomas H. Humes, Timothy M.
Mooney and J. Clay Stinnett.
6
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of WFC, other than those who are also directors:
<TABLE>
<CAPTION>
Name Age(1) Position(s) Held
<S> <C> <C>
Gregory J. Bollin 45 Vice President
Jill M. Burke 37 Treasurer and Chief
Financial Officer
James W. Brigger 51 Secretary
Mary Ellen Lovett 61 Vice President
</TABLE>
- - -----------------------------
(1) As of December 1, 1999.
Gregory J. Bollin is a Vice President of WFC, a position he has held since
January 1994. Mr. Bollin also serves as Executive Vice President of Winton, a
position he has held since January 1993. Mr. Bollin served as Vice President of
Winton from 1988 until January 1993. Mr. Bollin is the brother of Robert L.
Bollin.
Jill M. Burke is the Treasurer and Chief Financial Officer of WFC, a
position she has held since 1989. Ms. Burke also serves as Treasurer and
Controller of Winton, a position she has held since 1989.
James W. Brigger is the Secretary of WFC, a position he has held since
1989. Mr. Brigger also serves as Vice President of Winton.
Mary Ellen Lovett is a Vice President of WFC, a position she has held since
January 1994. Ms. Lovett also serves as Senior Vice President of Winton, a
position she has held since January 1993. Ms. Lovett served as Vice President of
Winton from 1988 to May 1993.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
WFC does not pay directors fees. Each director of Winton receives $12,000
annually for monthly meetings and $100 for each meeting attended of a committee
of the Board of Directors of Winton, except for meetings of the Executive
Committee for which members receive $200 per meeting.
Executive Compensation
WFC does not pay any compensation to its executive officers. Executive
officers of Winton are compensated by Winton for services rendered to Winton.
Except for the President, the Executive Vice President and the Treasurer and
Chief Financial Officer of Winton, no director or executive officer of WFC
received more than $100,000 in salary and bonus payments from Winton during the
year ended September 30, 1999.
7
<PAGE>
The following table sets forth certain information with respect to
compensation paid to the President and Executive Vice President of Winton:
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation
Awards All Other
Options/SARs Compensation
Name and Principal Position Year Salary($) Bonus($) (#)(1) ($)
<S> <C> <C> <C> <C> <C>
Robert L. Bollin, President 1999 $173,327 $62,000 15,000 $7,725 (2)
1998 165,330 52,000 - 8,567 (2)
1997 158,599 16,000 - 8,352 (2)
Gregory J. Bollin, Executive 1999 $126,400 $44,000 10,000 $6,554 (3)
Vice President 1998 120,669 39,000 - 7,034 (3)
1997 115,569 13,000 - 6,293 (3)
Jill M. Burke, Treasurer 1999 $ 75,961 $30,000 10,000 $4,831 (4)
Chief Financial Officer 1998 64,300 17,000 - 4,102 (4)
1997 61,754 9,000 - 3,904 (4)
</TABLE>
- - -----------------------------
(1) These figures represent the number of Common Shares underlying options
granted to the named individuals during the year indicated pursuant to the
1988 Option Plan the 1999 Option Plan. The outstanding options were
adjusted for the two 2-for-1 stock splits in the form of stock dividends
effective in 1993, 1994 and 1998. WFC has no restricted stock awards or
stock appreciation rights ("SARs").
(2) Consists of cash or stock contributions to the ESOP or the reallocation of
forfeited shares in the ESOP of $5,371, $6,157 and $6,202 allocated to Mr.
Robert L. Bollin's account and $2,354, $2,410 and $2,150 in matching
contributions to the Deferred Plan for Mr. Robert L. Bollin's account for
the years ended September 30, 1999, 1998 and 1997, respectively.
(3) Consists of cash or stock contributions to the ESOP or the reallocation of
forfeited shares in the ESOP of $5,371, $6,144 and $5,316 allocated to Mr.
Gregory J. Bollin's account and $1,183, $890 and $977 in matching
contributions to the Deferred Plan for Mr. Gregory J. Bollin's account for
the years ended September 30, 1999, 1998 and 1997, respectively.
(4) Consists of cash or stock contributions to the ESOP or the reallocation of
forfeited shares in the ESOP of $3,557, $2,882 and $2,925 allocated to Ms.
Burke's account and $1,274, $1,220 and $978 in matching contributions to
the Deferred Plan for Ms. Burke's account for the years ended September 30,
1999, 1998 and 1997, respectively.
8
<PAGE>
Option Plans
The following table sets forth information regarding the number and
value of unexercised options granted pursuant to the 1988 Option Plan and the
1999 Option Plan held by the persons listed in the Summary Compensation Table.
No stock appreciation rights have been granted under either the 1988 Option Plan
or the 1999 Option Plan.
<TABLE>
<CAPTION>
Aggregate Option/SAR Exercises in Last Fiscal Year and 9/30/99 Option/SAR Values
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SARs
Options/SARs at 9/30/99(#) at 9/30/99($) (1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Robert L. Bollin - - 103,000/ - $825,053/ -
Gregory J. Bollin - - 66,000/ - $526,615/ -
Jill M. Burke - - 36,000/ - $257,750/ -
</TABLE>
- - ------------------------
(1) An option is "in-the-money" if the fair value of the underlying stock
exceeds the market price of the option. The figure represents the value of
such unexercised options, determined by multiplying the number of
unexercised options by the difference between the exercise price of such
options and the $14.9375 closing bid price for the Common Shares reported
by the American Stock Exchange ("AMEX"), on September 30, 1999.
Employment and Severance Agreements
WFC and Winton have entered into employment agreements with Robert L.
Bollin, President of WFC and Winton, and Gregory J. Bollin, Vice President of
WFC and Executive Vice President of Winton, which expire on April 30, 2001. Each
employment agreement has a term of three years and provides for an annual salary
of not less than $182,000 for Robert L. Bollin and $134,000 for Gregory J.
Bollin and an annual salary and performance review by the Board of Directors.
The employment agreements require the inclusion of Robert L. and Gregory J.
Bollin in any formally established employee benefit, bonus, pension and profit
sharing plans for which senior management personnel are eligible and also
provide for vacation and sick leave.
The employment agreements are terminable by WFC and Winton at any time.
If the employment of either Robert L. Bollin or Gregory J. Bollin is terminated
at any time during such three-year term for any reason other than "just cause"
(as defined in the agreements) or a change in control of WFC or Winton, he will
be entitled to receive his annual compensation for the remainder of the
three-year term of the agreement and a continuation of benefits substantially
equal to those being provided at the date of termination of employment until the
earliest to occur of the expiration of the term of the employment agreement or
the date on which the employee becomes employed full-time by another employer.
If such employment is terminated, or if the position or
responsibilities of the employee is changed, in connection with or within one
year of a change in control of WFC or Winton, he will be entitled to receive an
amount equal to his then current annual compensation, multiplied by three,
subject to reduction to the extent necessary to comply with certain provisions
of the Code and regulations of the Office of Thrift Supervision ("OTS").
Assuming employment termination in connection with such a change of control, the
maximum payment to Robert L. Bollin and Gregory J. Bollin would be $546,000 and
$402,000, respectively, or three times the greater of the minimum salary levels
in the agreements or the salary levels for fiscal 1999 reflected in the Summary
Compensation Table above.
WFC and Winton have also entered into a severance agreement with Jill
M. Burke, Treasurer and Chief Financial Officer of WFC, which terminates on May
22, 2000. The severance agreement provides that if Ms. Burke is terminated or if
her position or responsibilities are changed at any time before May 22, 2000,
she will be entitled to receive an amount equal to her then current annual
compensation, multiplied by two, subject to reduction to the extent necessary to
comply with certain regulations of the Code and the OTS. Assuming employment
termination in connection with such change in control, the maximum payment to
Ms. Burke would be $151,922, or two times her current annual salary.
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Personnel and Salary Committee Report on Executive Compensation
As a unitary savings and loan holding company, the business of WFC
consists principally of holding the stock of Winton. The functions of the
executive officers of WFC, who are also the executive officers of Winton,
pertain primarily to the operations of Winton. The executive officers receive
their compensation, therefore, from Winton, rather than from WFC. The
Compensation Committee of Winton has furnished the following report concerning
executive compensation:
Process for Determining Compensation
WFC has not paid any cash compensation to its executive officers since
its formation. All executive officers of WFC also currently hold positions with
Winton and receive cash compensation from Winton. Decisions on cash compensation
of Winton's executives are made by the three-member Compensation Committee of
Winton's Board of Directors.
The Compensation Committee reviews the compensation levels of the
executive officers, including the CEO, each year. The Compensation Committee
utilizes independent surveys of compensation of officers in the thrift industry,
taking into account comparable asset bases and geographic locations. The
Compensation Committee also assesses each particular executive officer's
contribution to WFC and Winton, the skills and experiences required by his/her
position and the potential of the executive officer. Based on the foregoing
factors, recommendations are made by the Compensation Committee to the Board of
Directors of Winton. Such recommendations are reviewed by the Board of Directors
of Winton, except that Board members who are also executive offices do not
participate in deliberations regarding their own respective compensation.
Compensation Policies toward Executive Officers Generally
The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that will attract and
retain qualified executives and will reward individual performance, initiative
and achievement, while enhancing overall corporate performance and shareholder
value. The cash compensation program for executive officers consists of three
elements, a base salary component, a discretionary cash bonus, and an incentive
component payable under an incentive plan (the "Incentive Plan").
The objectives of the discretionary cash bonuses are to motivate and
reward the executive officers based on each individual's contribution to the
total performance of Winton and WFC and to reinforce a strong performance
orientation.
The objectives of the Incentive Plan are to motivate and reward the
executive officers in connection with the accomplishment of annual objectives of
Winton and WFC, to reinforce a strong performance orientation with
differentiation and variability in individual awards based on contribution to
annual and long range business results and to provide a competitive compensation
package which will attract, reward and retain individuals of the highest
quality. For the President and the Executive Vice President of Winton and the
President and Vice President of WFC, incentive awards are determined as a
percentage of gross income, which percentage is calculated utilizing a corporate
goal factor and a performance factor. The corporate goal factor is based upon
WFC's achievement of certain levels of earnings and a predetermined return on
equity. The performance factor is based upon the particular executive officer's
performance during the preceding year.
Determination of CEO's Compensation
The Compensation Committee based the compensation of Mr. Robert L.
Bollin in 1999 on the policies described above for executive officers. The
corporate profitability measurements considered were return on equity, net
income, earnings per share and return on assets. Additional corporate goals
considered were merger and acquisition activities, continued updating and
implementation of Winton's strategic plan and subsidiary oversight and progress.
The Compensation Committee believes that the level of compensation paid to Mr.
Robert L. Bollin in 1999 was fair and reasonable when compared with compensation
levels in the thrift industry reported in various independent surveys. The
compensation earned by Mr. Robert L. Bollin in 1999 reflects the significant
management and leadership responsibilities required of him and the effective
manner in which those responsibilities were fulfilled.
Submitted by the Compensation Committee of Winton's Board of Directors
Thomas H. Humes
Timothy M. Mooney
J. Clay Stinnett
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Personnel and Salary Committee Interlocks
During fiscal 1999, no member of the Compensation Committee was a
current or former executive officer or employee of WFC or Winton or had a
reportable business relationship with WFC or Winton.
Performance Graph
The following graph compares the cumulative total return on WFC's
common shares for the fiscal year ended September 30, 1999, with the cumulative
total return of the SNL Index, which is an index of banks whose shares are
traded on The New York Stock Exchange, AMEX or The Nasdaq Stock Market, and the
cumulative total return of the Standard and Poor's 500 for the same period.
[Total performance graph plotting points set forth below]
<TABLE>
<CAPTION>
Index 9/30/94 9/29/95 9/30/96 9/30/97 9/30/98 9/30/99
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Winton Financial Corp. 100.00 103.11 101.25 146.73 204.48 263.14
SNL Bank Index 100.00 130.92 167.00 255.82 243.60 274.75
S&P 500 Index 100.00 126.31 148.55 204.73 219.80 277.23
</TABLE>
Certain Transactions with Winton
Some of the directors and officers of WFC and Winton were customers of
and had transactions with Winton in the ordinary course of Winton's business
during the two years ended September 30, 1999. All loans and commitments to loan
included in such transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of the management of WFC, do not involve more than a normal risk of
collectibility or present other unfavorable features.
PROPOSAL TWO - SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP ("Grant
Thornton") as the auditors of WFC for the current fiscal year and recommends
that the shareholders ratify the selection. Grant Thornton has audited the
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financial statements of WFC or Winton since 1985. Management expects that a
representative of Grant Thornton will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR the ratification of the
selection of Grant Thornton as auditors for the current fiscal year.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of qualified shareholders intended to be included in the
proxy statement for the 2001 Annual Meeting of Shareholders of WFC should be
sent to WFC by certified mail and must be received by WFC not later than August
30, 2000. In addition, if a shareholder intends to present a proposal at the
2001 Annual Meeting without including the proposal in the proxy materials
related to that meeting, and if the proposal is not received by November 13,
2000, then the proxies designated by the Board of Directors of WFC for the 2001
Annual Meeting of Shareholders of WFC may vote in their discretion on any such
proposal any shares for which they have been appointed proxies without mention
of such matter in the proxy statement or on the proxy card for such meeting.
Management knows of no other business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual Meeting.
It is the intention of the persons named in the enclosed Proxy to vote such
Proxy in accordance with their best judgment on any other matters which may be
brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Cincinnati, Ohio Robert L. Bollin
December 17, 1999 President
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<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINTON FINANCIAL
CORPORATION FOR THE WINTON FINANCIAL CORPORATION 2000 ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON JANUARY 28, 2000
The undersigned shareholder of Winton Financial Corporation ("WFC"), an
Ohio corporation, hereby constitutes and appoints Timothy M. Mooney and J. Clay
Stinnett, or either of them, the Proxy or Proxies of the undersigned, with full
power of substitution and resubstitution, to vote at the Annual Meeting of
Shareholders of WFC to be held at Shuller's Wigwam, 6210 Hamilton Avenue,
Cincinnati, Ohio 45224 on January 28, 2000, at 10:00 a.m. (the "Annual
Meeting"), all of the shares of WFC which the undersigned is entitled to vote at
the Annual Meeting or at any adjournment thereof, on each of the following
proposals, all of which are described in the accompanying Proxy Statement:
1. The reelection of two directors:
[ ] FOR all nominees [ ] WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Robert L. Bollin
William J. Parchman
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- - -----------------------------------------------------------------------
2. The ratification of the selection of Grant Thornton LLP, as the Auditors of
WFC for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Unless otherwise specified, the shares will be
voted FOR proposals 1 and 2.
IMPORTANT: Please sign and date this Proxy on the reverse side
All Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of the 2000 Annual Meeting of Shareholders of WFC and of the
accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
- - ---------------------------- ------------------------------
Signature Signature
Dated: _____________________ Dated: _______________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WFC. PLEASE SIGN,
DATE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR
MAILING IN THE U.S.A.
13
