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
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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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 Dante's Restaurant, 5510
Rybolt Road, Cincinnati, Ohio, on January 26, 2001, 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 consider and vote upon the adoption of an amendment to Section
2.02 of the WFC Code of Regulations (the "Regulations") to reduce
the number of directors from nine to seven and to reduce the
number of classes of directors from three to two;
2. If the amendment to the Regulations is adopted at the Annual
Meeting, to reelect three directors of WFC for terms expiring in
2002 and to reelect four directors of WFC for terms expiring in
2003;
3. If the amendment to the Regulations is not adopted at the Annual
Meeting, to reelect two directors of WFC for terms expiring in
2004;
4. 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
5. 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
8, 2000, 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 15, 2000 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 2001 Annual
Meeting of Shareholders of WFC to be held at Dante's Restaurant, 5510 Rybolt
Road, Cincinnati, Ohio, on January 26, 2001, 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 on the Proxy or, in the absence of specific
instructions on the Proxy, will be voted:
FOR the adoption of an amendment to Section 2.02(A) of the Code of
Regulations (the "Regulations") of WFC to reduce the number of directors
from nine to seven and to reduce the number of classes of directors from
three to two; and
FOR the ratification of the selection of Grant Thornton LLP ("Grant
Thornton") as the auditors of WFC for the current fiscal year.
If the proposal related to the amendment of the Regulations is adopted,
each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified on the Proxy or, in the absence of specific
instructions on the Proxy, will be voted:
FOR the reelection of Messrs. Robert E. Hoeweler, Timothy M. Mooney and J.
Clay Stinnet as directors of WFC for terms expiring in 2002 and until their
respective successors are elected and qualified, or until their earlier
resignation, removal from office or death; and
FOR the reelection of Messrs. Robert L. Bollin, Thomas H. Humes, William J.
Parchman and Henry L. Schulhoff as directors of WFC for terms expiring in
2003 and until their respective successors are elected and qualified, or
until their earlier resignation, removal from office or death.
If the proposal related to the amendment of the Regulations is NOT adopted,
each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified on the Proxy or, in the absence of specific
instructions on the Proxy, will be voted:
FOR the reelection of Messrs. Thomas H. Humes and Henry L. Schulhoff as
directors of WFC for terms expiring in 2004 and until their respective
successors are elected and qualified, or until their earlier resignation,
removal from office or death.
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.
<PAGE>
Only shareholders of record as of the close of business on December 8, 2000
(the "Voting Record Date"), are eligible to vote at the Annual Meeting and will
be entitled to cast one vote for each common share of WFC owned. WFC's records
disclose that, as of the Voting Record Date, there were 4,412,014 votes entitled
to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of WFC on or
about December 18, 2000.
VOTE REQUIRED
Amendment of Code of Regulations
Pursuant to Section 6.01 of the Regulations of WFC, the affirmative vote of
the holders of at least a majority of the outstanding shares, voting in person
or by proxy, is necessary to amend the Regulations. WFC 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 ("Non-votes"), and abstentions are the same as a vote
against the amendment. If the enclosed Proxy is signed and dated by the
shareholder, but no vote is specified thereon, the WFC common shares held by
such shareholder will be voted FOR the amendment of the Regulations.
Election of Directors
Under Ohio law and the Regulations, the nominees receiving the greatest
number of votes will be elected as 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 WFC common shares held by such shareholder
will be voted FOR the reelection of the nominees. Shareholders may not cumulate
their votes in the election of directors.
Ratification of Selection of Auditors
The affirmative vote of the holders of at least a majority of the WFC
common shares represented in person or by proxy at the Annual Meeting is
necessary to ratify the selection of Grant Thornton as the auditors of WFC for
the current fiscal year. The effect of an abstention 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 WFC common shares held by
such shareholder will be voted FOR the ratification of the selection of Grant
Thornton as auditors.
-2-
<PAGE>
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 WFC
common shares as of December 1, 2000:
<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 340,227(3) 7.7%
P.O. Box 1118
Cincinnati, Ohio 45201
Robert L. Bollin 244,519(4) 5.4
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 262,260(6) 5.9
7 West Seventh Street
Cincinnati, Ohio 45202
</TABLE>
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(1) A person is the beneficial owner of shares if such person, directly or
indirectly, has sole or shared voting or investment power over such shares
or has the right to acquire such voting or investment power within 60 days.
All 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 4,412,014 shares outstanding, plus the
number of shares such person may acquire pursuant to the 1988 Option Plan
and the 1999 Option Plan, if any.
(3) The 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 shares and voting power with
respect to the unallocated shares.
(4) Includes 115,500 shares that may be acquired upon the exercise of options;
40,347 shares held for the benefit of Robert L. Bollin in The Winton
Savings and Loan Co. Cash and Deferred Plan (the "Deferred Plan"), the
trustee of which is Winton; 36,472 shares held for the benefit of Robert L.
Bollin in the ESOP; 1,360 shares held by the individual retirement account
of Robert L. Bollin, the trustee of which is Merrill Lynch; 36,080 shares
held jointly with Mr. Bollin's spouse; 4,800 shares held by A.G. Edwards,
for the benefit of Mr. Bollin's spouse; 200 shares held by Mr. Bollin's
spouse as custodian for their son; 9,728 shares held by A.G. Edwards in the
Robert J. Bollin Trust, for the benefit of Mr. Bollin; and 32 shares held
for the benefit of Mr. Robert L. Bollin's spouse in the ESOP.
(Footnotes continue on next page)
-3-
<PAGE>
(5) Based on a Schedule 13G filed with the Securities and Exchange Commission
(the "Commission") by Daniel P. Randolph. Includes 42,144 shares held by
Daniel P. Randolph in an individual retirement account; 178,164 shares
owned as trustee under a trust for the benefit of R. Irene Randolph; 10,800
shares owned as trustee under a trust for the benefit of Ronald I. Oldiges;
and 8,500 shares owned as trustee under a trust for the benefit of Charles
Randolph.
(6) Includes 62,500 shares that may be acquired upon the exercise of options;
17,600 shares owned by the Cathleen Schulhoff Trust, the trustee of which
is Mr. Schulhoff's spouse and as to which Mr. Schulhoff disclaims
beneficial ownership; and 14,200 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 WFC shares beneficially owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 1, 2000:
<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 244,519(4) 5.4%
Robert E. Hoeweler 193,700(5) 4.3
Thomas H. Humes 24,500(6) .5
Timothy M. Mooney 23,500(7) .5
William J. Parchman 190,155(8) 4.3
Henry L. Schulhoff 262,260(9) 5.9
J. Clay Stinnett 23,500(10) .5
All directors and executive officers
of WFC as a group (11 persons) 1,239,288(11) 25.1
</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 shares if such person, directly or
indirectly, has sole or shared voting or investment power over such shares
or has the right to acquire such voting or investment power within 60 days.
All 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 4,412,014 shares outstanding, plus the
number of shares such person may acquire pursuant to the 1988 Option Plan
and the 1999 Option Plan.
(4) Includes 115,500 shares that may be acquired upon the exercise of options;
40,347 shares held for the benefit of Robert L. Bollin in the Deferred
Plan, the trustee of which is Winton; 36,472 shares held for the benefit of
Robert L. Bollin in the ESOP; 1,360 shares held by the individual
retirement account of Robert L. Bollin, the trustee of which is Merrill
Lynch; 36,080 shares held jointly with Mr. Bollin's spouse; 4,800 shares
held by A.G. Edwards, for the benefit of Mr. Bollin's spouse; 200 shares
held by Mr. Bollin's spouse as custodian for their son; 9,728 shares held
by A.G. Edwards in the Robert J. Bollin Trust, for the benefit of Mr.
Bollin; and 32 shares held for the benefit of Mr. Robert L. Bollin's spouse
in the ESOP.
(Footnotes continue on next page)
-4-
<PAGE>
(5) Includes 62,500 shares that may be acquired upon the exercise of options;
51,600 shares held jointly with Mr. Hoeweler's spouse; 39,800 shares held
in trust for the benefit of Mr. Hoeweler's son; and 39,800 shares held in
trust for the benefit of Mr. Hoeweler's daughter.
(6) Includes 22,500 shares that may be acquired upon the exercise of an option
and 2,000 shares held by Prudential Securities for the benefit of Mr. Humes
and his spouse.
(7) Includes 22,500 shares that may be acquired upon the exercise of an option
and 1,000 shares held by PaineWebber for the benefit of Mr. Mooney.
(8) Includes 52,500 shares that may be acquired upon the exercise of options;
110,280 shares held in Mr. Parchman's individual retirement account, the
trustee of which is Alex Brown & Sons, Inc.; and 14,095 shares owned by Mr.
Parchman's spouse.
(9) Includes 62,500 shares that may be acquired upon the exercise of options;
17,600 shares owned by the Cathleen Schulhoff Trust, the trustee of which
is Mr. Schulhoff's spouse and as to which Mr. Schulhoff disclaims
beneficial ownership; and 14,200 shares owned by Schulhoff & Company, Inc.,
a corporation of which Mr. Schulhoff is a major shareholder.
(10) Includes 22,500 shares that may be acquired upon the exercise of an option
and 1,000 shares held by Merrill Lynch for the benefit of Mr. Stinnett.
(11) Includes 517,500 shares that may be acquired upon the exercise of options
and 93,362 shares held in the ESOP.
PROPOSAL ONE - AMENDMENT OF THE REGULATIONS
The Regulations currently provide for a Board of Directors consisting of
nine directors divided into three classes. The directors elected in each class
currently serve for a three-year term.
There are presently two vacancies on the Board of Directors. One of the
vacancies exists in the class of directors that will stand for election in
January 2001 and resulted from the death of Robert J. Bollin in February 1999.
The other vacancy exists in the class of directors that will stand for election
in January 2003 and resulted from the decision of Donald G. Avery not to stand
for re-election in 1997. Although the Regulations provide that the Board of
Directors may, by a vote of the majority of their number, fill any vacancy in
the Board of Directors for the unexpired term, the Board of Directors has
concluded that the vacancies should not be filled and should instead be
eliminated by reducing the authorized number of directors to seven.
While the directors have the authority under Ohio law and the Regulations
to reduce the authorized number of directors, Ohio law requires that each class
of directors consist of a minimum of three directors. Unless the number of
classes of directors is reduced from three to two, therefore, the decrease in
the authorized number of directors from nine to seven will result in one class
with three directors and two classes with two directors, a number less than the
required minimum number of three directors. Ohio law and the Regulations require
that a reduction in the number of classes of directors be accomplished through a
shareholder-approved amendment to the Regulations.
The Board of Directors recommends, therefore, that WFC shareholders adopt
an amendment to Section 2.20(A) of the Regulations to reduce the authorized
number of directors from nine to seven and to provide for the division of the
directors into two classes, one of which will consist initially of four
directors and the other of which will consist initially of three directors. In
the event the directors increase the authorized number of directors in the
future in accordance with the Regulations, the Board of Directors will assign
the new directors to one of the two classes, subject to certain limitations set
forth in the amended Section 2.02(A).
-5-
<PAGE>
The decision of the WFC directors to propose the adoption of the amendment
to the Regulations is not the result of any of specific event. The directors do
not presently contemplate recommending the adoption of any further amendments to
the Regulations.
The classification of WFC's directors is intended to assure continuity and
stability in WFC's leadership and policies. Although the directors have not
experienced problems with such continuity in the past, the directors desire to
ensure the maintenance of such continuity. In addition, the directors believe
that the classification of the directors assists WFC in protecting the interests
of WFC's shareholders in the event of an unsolicited offer for WFC.
If the amendment is adopted, all of the directors of WFC will stand for
election at the Annual Meeting to the classes indicated in the following table:
<TABLE>
<CAPTION>
Class of Directors Name of Directors Initial Term Expires
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
Class I Robert E. Hoeweler, Timothy M. Mooney 2002 Annual Meeting
and J. Clay Stinnett
-----------------------------------------------------------------------------------------------------
Class II Robert L. Bollin, Thomas H. Humes, 2003 Annual Meeting
William J. Parchman and Henry L.
Schulhoff
-----------------------------------------------------------------------------------------------------
</TABLE>
At each annual meeting following the 2001 Annual Meeting, the successors to the
directors whose terms expire at each such meeting will be elected for a two-year
term.
Accordingly, the WFC shareholders will be asked to adopt the following
resolution at the Annual Meeting:
RESOLVED, that Section 2.02(A) of the WFC Code of Regulations be, and it
hereby is, amended by deleting the current Section 2.02(A) in its entirety
and by substituting therefore a new Section 2.02(A) to read as follows:
(A) Until changed in accordance with law, the authorized number of
directors shall be seven, who shall be divided into two classes, one of
which shall have three directors and the other of which shall have four
directors. If the authorized number of directors is increased or decreased
at any time, the directors may, by a resolution adopted by not less than a
majority of the whole authorized number of directors, determine the number
of directors to be added or subtracted, as the case may be, from any class
or classes of directors, and the effect of such increase or decrease on
each class need not be uniform; provided, however, that the authorized
number of directors of any class shall not be fewer than three or exceed by
more than four the number of any other class. The election of each class of
directors shall be a separate election.
At the annual meeting of shareholders held in 2001, the shareholders shall
elect (1) three directors for terms which shall expire at the annual meeting of
shareholders in 2002 and (2) four directors for terms which shall expire at the
annual meeting of shareholders in 2003. At each annual meeting of shareholders
commencing in the year 2002, the shareholders shall elect for terms expiring at
the second annual meeting held thereafter, directors to succeed the directors
whose term shall expire in each such year; provided, however, that each director
shall be elected until a successor shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity.
-6-
<PAGE>
The Board of Directors unanimously recommends a vote FOR the adoption of the
foregoing amendment to the Regulations.
PROPOSAL TWO - REELECTION OF DIRECTORS
If the amendment to the Regulations is adopted by a majority of the
outstanding common shares of WFC, shareholders will vote on the election of
three directors for terms expiring in 2002 and four directors for terms expiring
in 2003. At each annual meeting beginning in 2002, one class of directors will
stand for election for a term expiring at the second annual meeting thereafter.
If the amendment to the Regulations is not adopted, shareholders will vote
at the Annual Meeting on the reelection of Henry L. Schulhoff and Thomas H.
Humes as directors of WFC for terms expiring in 2004. The other two classes of
directors will remain unchanged, with Messrs. Hoeweler, Mooney and Stinnett
serving terms until WFC's annual meeting of shareholders in 2002 and with
Messrs. Bollin and Parchman serving terms until WFC's annual meeting of
shareholders in 2003. See the section of this Proxy Statement entitled "PROPOSAL
ONE - AMENDMENT OF THE REGULATIONS."
Nominees for election as directors are designated by actions of the
directors. In accordance with Section 2.03 of the Regulations, nominees for
election as directors may also be proposed 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 next
annual meeting of shareholders or the sixtieth day before the first anniversary
of the most recent 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 shares owned either beneficially or of record by each such nominee
and the length of time such shares have been so owned. No shareholder has duly
nominated a candidate for election as a director at the Annual Meeting.
If the amendment to the Regulations is adopted, the Board of Directors
proposes the reelection of the following directors to terms which expire in the
year listed below and until their respective successors are elected or until
their earlier resignation, removal from office or death:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held Director Since Term Expires
---- --- ---------------- -------------- ------------
<S> <C> <C> <C> <C>
Robert E. Hoeweler 53 Director 1989 2002
Timothy M. Mooney 53 Director 1996 2002
J. Clay Stinnett 49 Director 1996 2002
</TABLE>
(1) As of December 1, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Robert L. Bollin (2) 48 Director and President 1989 2003
William J. Parchman 81 Director and Chairman of 1989 2003
the Board
Henry L. Schulhoff 56 Director 1989 2003
Thomas H. Humes 51 Director 1996 2003
</TABLE>
(1) As of December 1, 2000.
(2) Robert L. Bollin, a director and the President of WFC, is a brother of
Gregory J. Bollin, a Vice President of WFC.
-7-
<PAGE>
If the amendment to the Regulations is NOT adopted, the Board of Directors
proposes the reelection of the following directors to terms which will expire in
2004 and until their respective successors are elected or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held Director Since
---- ---- ---------------- --------------
<S> <C> <C> <C>
Henry L. Schulhoff 56 Director 1989
Thomas H. Humes 51 Director 1996
</TABLE>
(1) As of December 1, 2000.
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.
Henry L. Schulhoff has been the President of Schulhoff and Company, Inc., a
local investment counseling firm, since 1976.
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.
Robert E. Hoeweler, a certified public accountant, is the President of
Hoeweler Group, a group of family-owned companies which includes Aluminum
Extruded Shapes, Inc.
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.
J. Clay Stinnett has served since 1993 as President and a director of J.R.
Concepts, Inc., a direct mail advertising company in Cincinnati.
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.
William J. Parchman has served as a director of Winton for 43 years. Prior
to his retirement, Mr. Parchman was the President of Parchman & Oyler Company
Realtors.
Meetings of Directors
The Board of Directors of WFC met 15 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 2000. Each director
attended at least 75% of the aggregate of such meetings.
The Board of Directors of Winton met 15 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 2000. Each director
attended at least 75% of the aggregate of such meetings.
Committees of Directors
The Board of Directors of WFC has an Audit Committee. The members of WFC'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's 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 twice during the fiscal
year ended September 30, 2000.
-8-
<PAGE>
The Board of Directors does not have a nominating committee. 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 Executive
Committee, a Loan Committee, a Compensation Committee, an ESOP Committee and a
Stock Option Committee.
The members of the Winton 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 30 times during
the fiscal year ended September 30, 2000.
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, 2000.
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 twice during the fiscal year ended September 30,
2000.
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, 2000.
The Winton 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 the terms of the 1999 Stock
Option Plan. The Winton Stock Option Committee met once during the fiscal year
ended September 30, 2000. The current members of the Stock Option Committee are
Thomas H. Humes, Timothy M. Mooney and J. Clay Stinnett.
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 46 Vice President
Jill M. Burke 38 Chief Financial Officer
Mary Ellen Lovett 62 Vice President
Gregory P. Niesen 34 Treasurer and Secretary
</TABLE>
-----------------------------
(1) As of December 1, 2000.
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 is the brother of Robert L.
Bollin.
Jill M. Burke is the Chief Financial Officer of WFC and Winton, positions
she has held since 1989.
-9-
<PAGE>
Gregory P. Niesen has served as Treasurer and Secretary of WFC since
February 2000. Prior to his employment by WFC, Mr. Niesen served as the
Treasurer/Chief Financial Officer of Glenway Financial Corporation and as the
Vice President/Chief Financial Officer of Centennial Savings Bank for four
years.
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.
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 Chief Financial
Officer of Winton, no director or executive officer of WFC received more than
$100,000 in salary and bonus payments from Winton during the year ended
September 30, 2000.
The following table sets forth certain information with respect to
compensation paid to the President, the Executive Vice President and the Chief
Financial Officer of Winton:
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Awards All Other
Options/SARs Compensation
Name and Principal Position Year Salary($) Bonus($) (#)(1) ($)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert L. Bollin, 2000 $182,538 $62,000 12,500 $ (2)
President 1999 173,327 62,000 15,000 7,725 (2)
1998 165,330 52,000 - 8,567 (2)
Gregory J. Bollin, 2000 $131,892 $44,000 7,500 $ (3)
Executive Vice 1999 126,400 44,000 10,000 6,554 (3)
President 1998 120,669 39,000 - 7,034 (3)
Jill M. Burke, 2000 $84,500 $27,000 7,500 $ (4)
Chief Financial Officer 1999 75,961 30,000 10,000 4,831 (4)
1998 64,300 17,000 - 4,102 (4)
</TABLE>
-----------------------------
(footnotes on next page)
-10-
<PAGE>
(1) These figures represent the number of 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 and $6,157 allocated to
Mr. Robert L. Bollin's account and $________, $2,354 and $2,410 in matching
contributions to the Deferred Plan for Mr. Robert L. Bollin's account for
the years ended September 30, 2000, 1999, and 1998, respectively.
(3) Consists of cash or stock contributions to the ESOP or the reallocation of
forfeited shares in the ESOP of $_______, $5,371 and $6,144 allocated to
Mr. Gregory J. Bollin's account and $_______, $1,183 and $890 in matching
contributions to the Deferred Plan for Mr. Gregory J. Bollin's account for
the years ended September 30, 2000, 1999 and 1998, respectively.
(4) Consists of cash or stock contributions to the ESOP or the reallocation of
forfeited shares in the ESOP of $_______, $3,557 and $2,882 allocated to
Ms. Burke's account and $________, $1,274 and $1,220 in matching
contributions to the Deferred Plan for Ms. Burke's account for the years
ended September 30, 2000, 1999 and 1998, respectively.
Option Plans
The following table sets forth information regarding the number and value
of unexercised options granted pursuant to the 1988 Option Plan and the 1999
Option Plan held by the persons listed in the Summary Compensation Table. No
SARs have been granted under either the 1988 Option Plan or the 1999 Option
Plan.
<TABLE>
<CAPTION>
Aggregate Option/SAR Exercises in Last Fiscal Year and 9/30/00 Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs
9/30/00(#) at 9/30/00($)(1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized ($) Unexercisable Unexercisable
---- -- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Robert L. Bollin - - 107,500/ - $273,125/ -
Gregory J. Bollin - - 65,500/ - 163,875/ -
Jill M. Burke - - 43,500/ - 94,875/ -
</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 $9.25 closing bid price for the shares reported by the
American Stock Exchange ("AMEX"), on September 29, 2000.
Employment and Severance Agreements
Effective January 6, 2000, WFC and Winton entered into employment
agreements with Robert L. Bollin, President of WFC and Winton, Gregory J.
-11-
<PAGE>
Bollin, Vice President of WFC and Executive Vice President of Winton, and Jill
M. Burke, Chief Financial Officer of WFC and Winton, which expire on January 1,
2003. Each employment agreement has a term of three years and provides for an
annual salary of not less than $200,000 for Robert L. Bollin, $145,600 for
Gregory J. Bollin and $96,000 for Jill M. Burke and an annual salary and
performance review by the Boards of Directors. The employment agreements require
the inclusion of Robert L. Bollin, Gregory J. Bollin and Jill M. Burke 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.
WFC and Winton may terminate the employment agreements at any time. If the
employment of any of Robert L. Bollin, Gregory J. Bollin or Jill M. Burke is
terminated during the three-year term of their agreements for any reason other
than "just cause" or a "change in control of WFC or Winton" (as defined in the
agreements), he or she will be entitled to receive his or her 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 WFC or Winton terminate the employment of Robert L. Bollin, Gregory J.
Bollin or Jill M. Burke, or if their positions or responsibilities are
substantially changed, in connection with or within one year of a change in
control of WFC or Winton, he or she will be entitled to receive an amount equal
to his or her then current annual compensation, multiplied by three, subject to
reduction to the extent necessary to comply with certain provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), regulations of the
Internal Revenue Service 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, Gregory J. Bollin and Jill M.
Burke would be $547,614, $395,676 and $253,500, respectively, or three times the
greater of the minimum salary levels in the agreements or the salary levels for
fiscal 2000 reflected in the Summary Compensation Table above.
Audit Committee Report
The Audit Committee of the Board of Directors of WFC is comprised of three
directors, all of whom are considered "independent" under Rule 4200(a)(14) of
the National Association of Securities Dealers' listing standards. The Audit
Committee is responsible for overseeing WFC's accounting functions and controls,
as well as recommending to the Board of Directors an independent accounting firm
to audit WFC's financial statements. The Audit Committee has adopted a charter
to set forth its responsibilities (the "Charter"). A copy of the Charter is
attached to this Proxy Statement as Exhibit A.
As required by the Charter, the Audit Committee received and reviewed the
report of Grant Thornton regarding the results of their audit, as well as the
written disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1. The Audit Committee reviewed the audited
financial statements with the management of WFC. A representative of Grant
Thornton also discussed with the Audit Committee the independence of Grant
Thornton from WFC, as well as the matters required to be discussed by Statement
of Auditing Standards 61. Discussions between the Audit Committee and the
representative of Grant Thornton included the following:
o Grant Thornton's responsibilities in accordance with generally accepted
auditing standards
o The initial selection of, and whether there were any changes in,
significant accounting policies or their application
o Management's judgments and accounting estimates
o Whether there were any significant audit adjustments
o Whether there were any disagreements with management
o Whether there was any consultation with other accountants
o Whether there were any major issues discussed with management prior to
Grant Thornton's retention
o Whether Grant Thornton encountered any difficulties in performing the audit
-12-
<PAGE>
o Grant Thornton's judgments about the quality of WFC's accounting principles
o Grant Thornton's responsibilities for information prepared by management
that is included in documents containing audited financial statements
Based on its review of the financial statements and its discussions with
management and the representative of Grant Thornton, the Audit Committee did not
become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-K for the year ended September 30, 2000, to be filed with the
Commission.
Submitted by the Audit Committee of WFC's Board of Directors
Thomas H. Humes
Timothy M. Mooney
J. Clay Stinnett
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 directors 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.
-13-
<PAGE>
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, the Executive Vice President and the Chief Financial
Officer of Winton and 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 2000 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 2000 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 2000 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
Personnel and Salary Committee Interlocks
During fiscal 2000, 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.
-14-
<PAGE>
Performance Graph
The following graph compares the cumulative total return on WFC's shares
for the fiscal year ended September 30, 2000, with the cumulative total return
of the SNL Bank 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 09/29/1995 09/30/1996 09/30/1997 09/30/1998 09/30/1999 09/29/2000
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Winton Financial Corp. 100.00 98.20 143.98 200.74 258.30 165.12
SNL Bank Index 100.00 127.54 195.45 186.12 209.89 243.79
S&P 500 Index 100.00 117.61 162.09 174.02 219.49 245.81
</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, 2000. 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 THREE - SELECTION OF AUDITORS
The Board of Directors has selected 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 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.
-15-
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires WFC's
officers and directors and persons who own 10% or more of the common shares of
WFC to file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Commission. Officers, directors and 10% or greater shareholders are
required by the Commission's regulations to furnish WFC with copies of all Forms
3, 4 and 5 they file.
Based on WFC's review of the copies of such forms it has received, WFC
believes that all of its officers, directors and 10% or greater shareholders
complied with all filing requirements applicable to them with respect to
transactions during 2000.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of qualified shareholders intended to be included in the
proxy statement for the 2002 Annual Meeting of Shareholders of WFC should be
sent to WFC by certified mail and must be received by WFC not later than August
21, 2001. In addition, if a shareholder intends to present a proposal at the
2002 Annual Meeting without including the proposal in the proxy materials
related to that meeting, and if the proposal is not received by November 3,
2001, then the proxies designated by the Board of Directors of WFC for the 2002
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 15, 2000 President
-16-
<PAGE>
EXHIBIT A
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF WINTON FINANCIAL CORPORATION
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation:
the Corporation's systems of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have established: and
the Corporation's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the corporation's
policies, procedures and practices at all levels. The Audit committee's primary
duties and responsibilities are to:
o Serve as an independent and objective party to monitor the Corporation's
financial reporting process and internal control systems.
o Review and appraise the audit efforts of the Corporation's independent
accountants and internal audit and compliance procedures.
o Provide an open avenue of communication among independent accountants,
financial and senior management, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship that, in the opinion of the Board, would interfere with
the exercise of his independent judgement as a member of the Committee.
Characteristics which would disqualify a director from being independent are as
follows:
o Been employed by the corporation or its affiliates in the current or past
three years;
o Accepted any compensation from the corporation or its affiliates in excess
of $60,000 during the previous fiscal year (except for board service,
retirement plan benefits, or non-discretionary compensation;
o An immediate family member who is, or has been in the past three years,
employed by the corporation or its affiliates as an executive officer;
o Been a partner, controlling shareholder or an executive officer for any
for-profit business to which the corporation made, or from which it
received, payments that exceed five percent of the organization's
consolidated gross revenues for that year, or $200,000, whichever is more,
in any of the past three years; or
o Been employed as executive of another entity where any of the company's
executives serve on that entity's compensation committee.
All members of the Committee shall have a working familiarity with basic
financial and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise.
The members of the Committee shall be elected by the Board at the annual
organization meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
A-1
<PAGE>
III. MEETINGS
The committee shall meet at least two times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants.
IV. RESPONSIBILITIES AND DUTIES
Documents/Reports Review
1. Review and update the Audit Committee Charter periodically, as conditions
dictate.
2. Review the organization's annual financial statements.
3. Review internal reports from management and management's response.
Independent Accountants
4. Recommend to the Board of Directors the selection of the independent
accountants, considering independence and effectiveness and approve the
fees and other compensation to be paid to the independent accountants. On
an annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountant's independence.
5. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
6. Periodically consult with the independent accountants out of the presence
of management about the adequacy of internal controls and the accuracy of
the organization's financial statements. Obtain from the independent
accountants their recommendations regarding internal controls and other
matters relating to the accounting procedures and the books and records of
the Company and its subsidiaries and reviewing the correction of controls
deemed to be deficient.
7. Ensure independent auditor completes a review of interim financial
statements before the company's Form 10-Q is filed with the SEC.
Audit Committee Report
8. The Committee will prepare a letter to be included in the proxy statement
for the annual meeting which specifically states that the audit committee
has: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the independent auditors the matters
required to be discussed by Statement of Auditing Standards 61; and (3)
received and discussed with the independent auditors the matters required
by Independence Standards Board Standard No. 1, Independence Discussions
with Audit Committees. The audit committee report must also include a
statement whether, based on the procedures performed, the audit committee
recommended to the board of directors that the audit financial statements
be included in the company's Annual Report on Form 10-K for the last fiscal
year. The name of each member of the audit committee must appear below the
report.
Other Matters
9. Reporting to the Board of Directors by the Committee following the meetings
of the Audit Committee.
10. Maintain minutes of meetings and activities of the Audit Committee.
11. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
A-2
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINTON
FINANCIAL CORPORATION FOR THE WINTON FINANCIAL CORPORATION 2001
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2001
The undersigned shareholder of Winton Financial Corporation, an Ohio
corporation ("WFC"), hereby constitutes and appoints ________________ and
_______________, 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 Dante's Restaurant, 5510 Rybolt
Road, Cincinnati, Ohio on January 26, 2001, 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. Proposal to adopt an amendment to Section 2.02(A) of the WFC Code of
Regulations to reduce the number of directors from nine to seven and to
reduce the number of classes of directors from three to two.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. If the proposal in Item 1 is adopted, to reelect the following three
directors for terms expiring in 2002 and to reelect the following four
directors for terms expiring in 2003.
(i) For terms expiring in 2002: Robert E. Hoeweler, Timothy M. Mooney
and J. Clay Stinnett.
(ii) For terms expiring in 2003: Robert L. Bollin, Thomas H. Humes,
William J. Parchman and Henry L. Schulhoff.
3. If the proposal in Item 1 is not adopted, to reelect the following two
directors for terms expiring in 2004:
Henry L. Schulhoff
Thomas H. Humes
[ ] FOR all nominees [ ] WITHHOLD authority to
(except as marked to the vote for all nominees:
contrary below):
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
-------------------------------------------------------------------------------
4. The ratification of the selection of Grant Thornton LLP, as the Auditors of
WFC for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. 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, 2 or 3 and 4.
IMPORTANT: Please sign and date this Proxy on the reverse side
<PAGE>
All Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of the 2001 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.
