<PAGE> 1
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GLENWAY FINANCIAL CORPORATION
------------------------------------------------
(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:
---------------------------------------------------------------
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:
---------------------------------------------------------------
[ ] 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:
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<PAGE> 2
GLENWAY FINANCIAL CORPORATION
5535 GLENWAY AVENUE
CINCINNATI, OHIO 45238
(513) 922-5959
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
Glenway Financial Corporation (the "Corporation") will be held at the
Corporation's headquarters at 5535 Glenway Avenue, Cincinnati, Ohio, on October
22, 1997, at 2:00 p.m., local time (the "Annual Meeting"), for the following
purposes, which are more completely set forth in the accompanying Proxy
Statement:
1. To elect three directors of the Corporation for terms
expiring in 2000;
2. To ratify the selection of Grant Thornton LLP as the
auditors of the Corporation for the current fiscal
year; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournments
thereof.
Only stockholders of the Corporation of record at the close of business
on September 12, 1997, will be entitled to receive notice of and to vote at the
Annual Meeting and 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 R. Sudbrook
September 17, 1997 President
<PAGE> 3
GLENWAY FINANCIAL CORPORATION
5535 GLENWAY AVENUE
CINCINNATI, OHIO 45238
(513) 922-5959
PROXY STATEMENT
PROXIES
The enclosed proxy (the Proxy) is being solicited by the Board of
Directors of Glenway Financial Corporation (the "Corporation") for use at the
1997 Annual Meeting of Stockholders of the Corporation to be held at the
Corporation's headquarters at 5535 Glenway Avenue, Cincinnati, Ohio, on October
22, 1997, at 2:00 p.m., local time, and at any adjournments thereof (the "Annual
Meeting"). Proxies may be revoked by (a) the delivery of a written notice
expressly revoking the Proxy to the Secretary of the Corporation at the above
address prior to the Annual Meeting, (b) the delivery of a later dated proxy to
the Corporation at the above address prior to the Annual Meeting, or (c) the
attendance at the Annual Meeting and the casting of votes personally. Attendance
at the Annual Meeting will not, in and of itself, constitute revocation of a
Proxy.
Each properly executed Proxy which is 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 election of Daniel W. Geeding, Ronald L. Goodfellow
and Kenneth C. Lichtendahl as directors of the Corporation for
terms expiring in 2000; and
FOR the ratification of the selection of Grant Thornton LLP as
the auditors of the Corporation for the current fiscal year.
The cost of solicitation of Proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners. In addition to solicitation by mail,
directors, officers and regular employees of the Corporation may solicit Proxies
personally or by telegraph or telephone without additional compensation.
Only stockholders of record as of the close of business on September
12, 1997 (the "Voting Record Date"), are eligible to vote at the Annual Meeting
and will be entitled to cast one vote for each share of Common Stock (the
"Common Stock") owned. The Corporation's records disclose that, as of the Voting
Record Date, there were 1,139,997 shares of the Common Stock outstanding and
entitled to be voted at the Annual Meeting. The Corporation's Certificate of
Incorporation does not allow cumulative voting in the election of directors.
This Proxy Statement is first being mailed to stockholders of the
Corporation on or about September 17, 1997.
-1-
<PAGE> 4
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Delaware law and the Corporation's Bylaws, the three nominees
receiving the greatest number of votes will be elected as directors. Shares as
to which the authority to vote is withheld and shares held by a nominee for a
beneficial owner which are represented in person or by proxy but are not voted
with respect to the election of directors ("non-votes") are counted for purposes
of a quorum but are not counted toward the election of directors.
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton LLP as the auditors of the Corporation for the
current fiscal year. Non-votes are counted for purposes of establishing a
quorum. The effect of an abstention or a non-vote with respect to the
ratification of the selection of auditors is the same as a "no" vote. If the
accompanying Proxy is signed and dated by the stockholder but no vote or
instruction to abstain is specified thereon, the shares held by such stockholder
will be voted FOR the ratification of the selection of Grant Thornton LLP as
auditors and will not be considered "non-votes."
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 the Corporation to own beneficially more than five percent
of the Common Stock as of September 1, 1997:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Ownership (1) Shares Outstanding
- ---------------- -------------------- ------------------
<S> <C> <C>
Fifth Third Bancorp and
Fifth Third Bank 61,383 (2) 5.38%
38 Fountain Square Plaza
Cincinnati, Ohio 45263
</TABLE>
- ----------------------------
(1) The information provided in this table and the footnotes thereto is
based solely upon the information contained in the Form 13G (the "Form
13G") filed by the named entities with the Securities and Exchange
Commission.
(2) Consists of holdings of Fifth Third Bancorp in fiduciary accounts at
several of its banking subsidiaries, including Fifth Third Bank. The
Form 13G states that Fifth Third Bancorp has sole voting power over all
61,383 shares and that Fifth Third Bank has sole voting power over
58,758 shares. The Form 13G indicates that both Fifth Third Bancorp and
Fifth Third Bank have sole dispositive power over 519 shares and shared
dispositive power over 3,307 shares.
-2-
<PAGE> 5
The following table sets forth certain information with respect to the
shares of Common Stock beneficially owned by each director of the Corporation
and by all directors and executive officers of the Corporation as a group as of
September 1, 1997:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Shares
Name and Address (1) Beneficial Ownership (2) Outstanding (3)
- -------------------- -------------------- -----------
<S> <C> <C>
Daniel W. Geeding 15,637 1.37%
Ronald L. Goodfellow 13,619 (4) 1.19
Kenneth C. Lichtendahl 17,404 (5) 1.52
Albert W. Moeller 11,974 (6) 1.05
Edgar A. Rust 56,416 (7) 4.94
Robert R. Sudbrook 16,064 (8) 1.40
John P. Torbeck 17,647 (9) 1.54
Milton L. Van Schoik 12,449 (10) 1.08
All directors and executive officers
as a group (10 persons) 166,730 14.30
</TABLE>
- -----------------------------
(1) Each of the persons listed in this table may be contacted at the
address of the Corporation, 5535 Glenway Avenue, Cincinnati, Ohio
45238.
(2) All shares are owned directly with sole voting or investment power
unless otherwise indicated by footnote.
(3) Assumes a total of 1,139,997 shares of Common Stock outstanding, plus
the number of shares such person or group has the right to acquire
within 60 days, if any.
(4) Includes 3,858 shares which may be acquired upon the exercise of
options and 1,967 shares owned by Mr. Goodfellow's spouse.
(5) Includes 3,858 shares as to which Mr. Lichtendahl shares voting and
investment power.
(6) Includes 10,479 shares as to which Mr. Moeller shares voting and
investment power and 551 shares owned by Mr. Moeller's spouse.
(7) Includes 1,681 shares owned by Mr. Rust's spouse, 4,590 shares held in
a trust for which Mr. Rust is the trustee and Mr. Rust's children are
the beneficiaries and 6,250 shares allocated to Mr. Rust's account
under the Corporation's Employee Stock Ownership Plan.
(8) Includes 10,500 shares which may be acquired upon the exercise of
options and 1,044 shares allocated to Mr. Sudbrook's account under the
Corporation's Employee Stock Ownership Plan.
(9) Includes 3,858 shares which may be acquired upon the exercise of
options, 576 shares owned by Mr. Torbeck's spouse and 780 shares which
Mr. Torbeck holds as custodian for his grandchildren, as to which Mr.
Torbeck has sole voting power.
(10) Includes 3,858 shares which may be acquired upon the exercise of
options and 4,199 shares owned by Mr. Van Schoik's spouse.
-3-
<PAGE> 6
PROPOSAL ONE - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
In accordance with the Corporation's Certificate of Incorporation and
Bylaws, the number of directors of the Corporation is currently fixed at eight,
divided into three classes as nearly equal in number as possible. One class is
elected annually, and each class serves a term of three years. Any stockholder
entitled to vote for the election of directors at an annual meeting may nominate
persons for election as directors at such annual meeting by following the
procedure set out in the Corporation's Bylaws. Such procedure provides, in
general, that a stockholder wishing to make a nomination must deliver to the
Secretary of the Corporation, not less than 30 days prior to the annual meeting,
a written notice setting forth certain information regarding both the nominee
and the stockholder making such nomination.
Three directors will be elected by a plurality of the votes present in
person or by Proxy at the Annual Meeting. The nominees receiving the greatest
number of votes will be elected.
The Board of Directors proposes the re-election of the following
directors to terms that will expire in 2000:
<TABLE>
<CAPTION>
Director
Name Age(1) Position(s) Held Since (2)
---- --- ---------------- -----
<S> <C> <C> <C>
Daniel W. Geeding 55 Director 1988
Ronald L. Goodfellow 66 Director 1970
Kenneth C. Lichtendahl 48 Director 1997
</TABLE>
- -----------------------------
(1) As of September 1, 1997.
(2) Indicates the year that the individual became a director of the
Corporation's subsidiary, Centennial Savings Bank ("Centennial") or The
Glenway Loan and Deposit Company ("Glenway Loan and Deposit"), which
converted to stock form and merged into Centennial on August 24, 1993
(the "Merger-Conversion"). Mr. Geeding became a director of the
Corporation when the Corporation was formed in 1990. Mr. Goodfellow
became a director of the Corporation on the effective date of the
Merger-Conversion. Mr. Lichtendahl was a director of the Corporation
from its formation in 1990 through the expiration of his term in 1996
and was re-appointed by the Board of Directors to fill a vacancy on the
Board in 1997.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee 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.
-4-
<PAGE> 7
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Director Term
Name Age (1) Position(s) Held Since (2) Expires
- ---- --- ---------------- --------- -------
<S> <C> <C> <C> <C>
Albert W. Moeller 75 Director 1972 1999
Edgar A. Rust 54 Chairman of the Board 1975 1998
Robert R. Sudbrook 54 Director and President 1996 1999
John P. Torbeck 69 Director 1984 1998
Milton L. Van Schoik 69 Director 1971 1998
</TABLE>
- ---------------------------
(1) As of September 1, 1997.
(2) Indicates the year that the individual became a director of Centennial
or Glenway Loan and Deposit. Messrs. Moeller and Rust became directors
of the Corporation when the Corporation was formed in 1990. Messrs.
Torbeck and Van Schoik became directors of the Corporation on the
effective date of the Merger-Conversion. Mr. Sudbrook was appointed by
the Board of Directors to fill a vacancy on the Board.
DANIEL W. GEEDING served as the Dean of the College of Business
Administration at Xavier University from 1988 through 1997. Mr. Geeding
currently serves as a Professor of Management and the Director of the Center for
International Business at Xavier University. Mr. Geeding also serves as a
director of Choice Care, Frisch's Restaurants, Inc. and Zaring Homes, Inc.
RONALD L. GOODFELLOW became Chairman of the Board of Directors of
Centennial in September 1995. Prior to that, he served as Vice-Chairman of the
Board of Centennial. In 1988, Mr. Goodfellow retired from Cincinnati Milacron,
Inc., as the Manager of Marketing Administration and Distributor Sales, where he
had been employed for 32 years.
KENNETH C. LICHTENDAHL has served as the President of
Hudepohl-Schoenling Brewing Company since 1970. Mr. Lichtendahl also serves as a
director of Cincinnati Financial Corporation.
ALBERT W. MOELLER served as either Chairman or Vice Chairman of the
Board of the Corporation from its formation in 1990 until July 1996. Mr. Moeller
retired from Procter & Gamble as Assistant Treasurer in 1983, where he had been
employed for 42 years.
EDGAR A. RUST is Chairman of the Board of the Corporation and a
director of Centennial. From 1975 through the effective date of the
Merger-Conversion, Mr. Rust served as President and Chief Executive Officer of
Centennial. Between 1993 and 1996, Mr. Rust served the Corporation and
Centennial in various capacities, including Vice Chairman of the Corporation and
an interim appointment as President and Chief Executive Officer following the
death of Mr. Sudbrook's predecessor. Since January 1995, Mr. Rust has served as
Housing Director of Bethany House Services. He also serves as Chairman of the
Board of the Cincinnati Development Fund.
ROBERT R. SUDBROOK has served as the President and Chief Executive
Officer of the Corporation and Centennial since July 1996. Before his arrival at
the Corporation, Mr. Sudbrook served as the President and Chief Executive
Officer of The North Side Bank & Trust Company, a $215 million asset bank in
Cincinnati, for six years. Prior to that, Mr. Sudbrook had over 20 years of
experience in the banking industry.
JOHN P. TORBECK is the Vice President and Secretary of Torbeck Homes,
Inc., a residential construction company located in Cincinnati, a position he
has held since the establishment of that company in 1984.
-5-
<PAGE> 8
MILTON L. VAN SCHOIK became Vice Chairman of the Corporation in 1996.
Mr. Van Schoik is currently retired. At the time of his retirement, he held the
position of Senior Vice President - Information and General Services at the
Cincinnati Gas and Electric Company, where he had been employed since 1957.
MEETINGS AND COMMITTEES OF DIRECTORS
The Board of Directors of the Corporation met eight times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1997. Each
director attended at least 75% of the aggregate of the total meetings of the
board held during such fiscal year and the total number of meetings held by all
committees of the board on which he served.
The Board of Directors of the Corporation has an Executive Committee, a
Nominating Committee and an Audit Committee.
The Executive Committee is comprised of Messrs. Geeding, Goodfellow,
Moeller, Rust and Van Schoik. The Executive Committee meets as needed to
consider matters of general concern to the Corporation. All decisions of the
Executive Committee are ratified by the Board of Directors. The Executive
Committee met one time during the fiscal year ended June 30, 1997.
The members of the Nominating Committee are Messrs. Goodfellow,
Lichtendahl, Moeller and Sudbrook. The Nominating Committee selects nominees for
elections as directors of the Corporation. The Nominating Committee considers
stockholder recommendations in selecting nominees. The Nominating Committee met
six times during the fiscal year ended June 30, 1997.
The Audit Committee is composed of Messrs. Geeding, Moeller, Torbeck
and Van Schoik. Mr. Geeding is the Chairman of the Audit Committee, which
reviews audit reports and related matters to ensure effective compliance with
regulatory and internal policies and procedures. James M. Hater and James W.
Schackmann, directors of Centennial, attend meetings of the Corporation's Audit
Committee. The Audit Committee met five times during the fiscal year ended June
30, 1997.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of the Corporation, as of September 1, 1997:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held
- ---- --- ----------------
<S> <C> <C>
Daniel W. Geeding 55 Secretary
Edgar A. Rust 54 Chairman of the Board
Robert R. Sudbrook 54 President and Chief Executive Officer
Milton L. Van Schoik 69 Vice Chairman of the Board
Joseph V. Bunke 43 Vice President/Audit
Gregory P. Niesen 31 Treasurer and Chief Financial Officer
</TABLE>
- ----------------------------
(1) As of September 1, 1997.
JOSEPH V. BUNKE is the Vice President/Audit of the Corporation and
Centennial, a position he has held since October 1993. Prior to the
Merger-Conversion, Mr. Bunke was the Treasurer of Glenway Loan and Deposit, a
position he had held since 1986.
-6-
<PAGE> 9
GREGORY P. NIESEN has served as the Treasurer/Chief Financial Officer
of the Corporation and as the Vice President/Chief Financial Officer of
Centennial since 1996. Prior to his employment by the Corporation, Mr. Niesen
was employed by Grant Thornton LLP for three years.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to Robert R.
Sudbrook, the President and Chief Executive Officer of the Corporation, for the
fiscal year ended June 30, 1997. Mr. Sudbrook was not an executive officer of
the Corporation prior to July 1996. No other executive officer of the
Corporation earned salary and bonus in excess of $100,000 during fiscal 1997.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Long Term
Annual Compensation Compensation Awards
---------------------- ---------------------------
Name and Fiscal Restricted Options/
Principal Position Year Salary($) Bonus($) Stock Awards($) SARs(#)
- ------------------ ---- --------- -------- --------------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert R. Sudbrook 1997 $147,692 $20,213(1) $143,325 (2) 10,500 (3)
President and Chief Executive Officer
</TABLE>
- --------------------------
(1) Consists of 1,050 shares of Common Stock issued to Mr. Sudbrook upon
his employment by the Corporation and Centennial. The aggregate market
value of such shares is based upon the closing bid of $19.25 per share
of the Common Stock on August 29, 1996, the effective date of the
grant, as quoted on The Nasdaq National Market ("Nasdaq").
(2) On August 29, 1996, Mr. Sudbrook was awarded 7,350 shares of Common
Stock under Centennial's Bank Incentive Plan. The aggregate market
value of such shares as of August 29, 1996, based upon the closing bid
of $19.50 per shares of the Common Stock, as quoted on Nasdaq, was
$143,325. As of June 30, 1997, the aggregate market value of the
shares, as quoted on Nasdaq, was $181,913. One-fifth of the shares
become vested on each of the first five anniversaries of the award.
(3) Represents the number of shares of Common Stock underlying options
granted to Mr. Sudbrook during the fiscal year ended June 30, 1997.
-7-
<PAGE> 10
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Sudbrook:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises In Last Fiscal Year And 6/30/97 Option/SAR Values
---------------------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at Options/SARs at
6/30/97 (#) 6/30/97 ($)(1)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert R. Sudbrook - - 10,500/0 $57,750/0
- ---------------------------
</TABLE>
(1) 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 closing bid price for shares
of the Common Stock reported by Nasdaq on June 30, 1997.
DIRECTOR COMPENSATION
Each director of the Corporation, except Mr. Sudbrook, receives a
monthly fee of $1,050 and $200 for each Board meeting and committee meeting of
the Corporation attended. In addition, Messrs. Goodfellow, Rust and Van Schoik,
who are also directors of Centennial, received $200 for each Board and committee
meeting of Centennial attended.
EMPLOYMENT AGREEMENT
Centennial entered into an employment agreement with Robert R.
Sudbrook, effective in July 1996, retaining him as President and Chief Executive
Officer of the Corporation. The employment agreement has a term of three years
and is subject to annual one-year extensions, at the discretion of the Board of
Directors. The employment agreement provides for an annual salary of not less
than $160,000. If Mr. Sudbrook is terminated at any time during such three-year
term for any reason other than "just cause," as defined in the employment
agreement, he will be entitled to receive an amount equal to his annual
compensation for 36 months, subject to reduction to the extent necessary to
comply with certain provisions of the Internal Revenue Code of 1986, as amended.
Assuming a termination of the employment contract, based on an annual salary of
$160,000, the payment to Mr. Sudbrook would be $480,000.
CERTAIN TRANSACTIONS WITH CENTENNIAL
Centennial has extended loans to certain directors and executive
officers of the Corporation and Centennial, their affiliates and members of
their families. All such loans were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and did not present more than the normal risk of collectibility or
other unfavorable features.
-8-
<PAGE> 11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Corporation's directors
and executive officers, and persons who own more than 10% of a registered class
of the Corporation's equity securities, to file with the Securities and Exchange
Commission ("SEC") reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Corporation. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file. The Form 3,
"Initial Statement of Beneficial Ownership of Securities," required to filed
with the SEC within ten days of becoming an executive officer or director, was
filed late by Mr. Sudbrook at the time of his hiring. To the Corporation's
knowledge, based solely on a review of the copies of such reports furnished to
the Corporation and written representations that no other reports were required
during the fiscal year ended June 30, 1997, the Corporation's directors and
executive officers complied with all Section 16(a) filing requirements
applicable to them.
PROPOSAL TWO - SELECTION OF AUDITOR
The Board of Directors has selected Grant Thornton LLP as the auditor
of the Corporation for the current fiscal year and recommends that the
stockholders ratify the selection. Such ratification requires the affirmative
vote of the holders of a majority of the shares actually voted on such proposal.
Abstentions and non-votes will have the effect of a "no" vote. Management
expects that a representative of Grant Thornton LLP 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 from
stockholders.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of security holders intended to be included in the
Corporation's Proxy Statement for the 1998 Annual Meeting of Stockholders should
be sent to the Corporation by certified mail and must be received by the
Corporation not later than May 27, 1998.
Management knows of no other business which will 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 R. Sudbrook
September 17, 1997 President
-9-
<PAGE> 12
REVOCABLE PROXY
GLENWAY FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF GLENWAY FINANCIAL CORPORATION
The undersigned stockholder of Glenway Financial Corporation (the
"Corporation") hereby constitutes and appoints Edgar A. Rust, John P. Torbeck
and Milton L. Van Schoik, or any one of them, the Proxy or Proxies of the
undersigned with full power of substitution and resubstitution, to vote at the
1997 Annual Meeting of Stockholders of the Corporation to be held at the
Corporation's headquarters at 5535 Glenway Avenue, Cincinnati, Ohio, on October
22, 1997, at 2:00 p.m., local time (the "Annual Meeting"), all of the shares of
stock of the Corporation 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 election of three directors:
FOR all nominees listed WITHHOLD authority to
below (except as marked to vote for all nominees
the contrary below) listed below
Daniel W. Geeding
Ronald L. Goodfellow
Kenneth C. Lichtendahl
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
2. The approval of the selection of Grant Thornton LLP as the auditors of the
Corporation for the current fiscal year.
FOR AGAINST ABSTAIN
This Revocable Proxy will be voted as directed by the undersigned
member. IF NO DIRECTION IS GIVEN, THIS REVOCABLE PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED AND FOR PROPOSAL 2.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 13
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of Annual Meeting of Stockholders of the Corporation and
of the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy. Joint
accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
- -------------------------------- ------------------------------------
Signature Signature
- -------------------------------- ------------------------------------
Print or Type Name Print or Type Name
Dated: __________________________ Dated:______________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
PLEASE DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS REQUIRED FOR MAILING IN THE U.S.A.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN ALL CARDS
IN THE ACCOMPANYING ENVELOPE.
