<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
GLENWAY FINANCIAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(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)(1) and 0-11.
(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 0-11 (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
0-11(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.: .........................
(3) Filing Party: .........................................................
(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 1998 Annual Meeting of Stockholders of
Glenway Financial Corporation (the "Corporation") will be held at Dante's
Restaurant, Harrison and Rybolt Roads, Cincinnati, Ohio, on October 28, 1998, 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
2001;
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 15, 1998, 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 25, 1998 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
1998 Annual Meeting of Stockholders of the Corporation to be held at Dante's
Restaurant, Harrison and Rybolt Roads, Cincinnati, Ohio, on October 28, 1998, at
2:00 p.m., local time, and at any adjournments thereof (the "Annual Meeting").
Proxies may be revoked by (a) delivering a written notice expressly revoking the
Proxy to the Secretary of the Corporation at the above address prior to the
Annual Meeting, (b) delivering a later dated proxy to the Corporation at the
above address prior to the Annual Meeting, or (c) attending the Annual Meeting
and voting in person. 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 Edgar A. Rust, John P. Torbeck and Milton
L. Van Schoik as directors of the Corporation for terms
expiring in 2001; 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 soliciting 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
15, 1998 (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 of the
Corporation (the "Common Stock") owned. The Corporation's records disclose that,
as of the Voting Record Date, there were 2,293,210 shares of Common Stock
outstanding and entitled to be voted at the Annual Meeting.
This Proxy Statement is first being mailed to stockholders of the
Corporation on or about October 2, 1998.
-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. The
Corporation's Certificate of Incorporation does not allow cumulative voting in
the election of 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. 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.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only person known to the Corporation to own beneficially more than five percent
of the Common Stock as of September 1, 1998. 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 with the Securities and Exchange
Commission:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- ---------------- -------------------- ------------------
<S> <C> <C>
Fifth Third Bancorp and
Fifth Third Bank 115,026 (1) 5.05 %
38 Fountain Square Plaza
Cincinnati, Ohio 45263
- ----------------------------
</TABLE>
(1) Consists of holdings of Fifth Third Bancorp in fiduciary accounts at
several of its banking subsidiaries, including Fifth Third Bank. The
Form 13G filed by the group consisting of Fifth Third Bancorp and Fifth
Third Bank reports sole voting power over 115,026 shares, sole
dispositive power over 108,412 shares and shared dispositive power over
6,614 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, 1998:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Shares
Name and Address (1) Beneficial Ownership (2) Outstanding (3)
- -------------------- -------------------- ------------
<S> <C> <C>
Daniel W. Geeding 31,453 (3) 1.38%
Ronald L. Goodfellow 27,238 (4) 1.19
Kenneth C. Lichtendahl 40,896 (5) 1.79
Albert W. Moeller 23,948 (6) 1.05
Edgar A. Rust 75,671 (7) 3.30
Robert R. Sudbrook 46,950 (8) 2.03
John P. Torbeck 35,294 (9) 1.55
Milton L. Van Schoik 24,898 (10) 1.09
All directors and executive officers
as a group (10 persons) 334,399 14.25
- --------------------------
</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) Includes 981 shares as to which Mr. Geeding shares voting or investment
power.
(4) Includes 7,716 shares which may be acquired upon the exercise of options
and 3,934 shares owned by Mr. Goodfellow's spouse.
(5) Includes 6,088 shares as to which Mr. Lichtendahl shares voting and
investment power.
(6) Includes 22,694 shares as to which Mr. Moeller shares voting and
investment power.
(7) Includes 9,180 shares held in a trust for which Mr. Rust is the trustee
and 12,762 shares allocated to Mr. Rust's account under the Corporation's
Employee Stock Ownership Plan.
(8) Includes 21,000 shares which may be acquired upon the exercise of options,
2,829 shares allocated to Mr. Sudbrook's account under the Corporation's
Employee Stock Ownership Plan and 8,820 shares subject to an award under
the Corporation's Bank Incentive Plan (the "BIP").
(9) Includes 7,716 shares which may be acquired upon the exercise of options,
1,152 shares owned by Mr. Torbeck's spouse and 1,560 shares as to which
Mr. Torbeck has sole voting power.
(10) Includes 7,716 shares which may be acquired upon the exercise of options
and 8,398 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. No stockholder nominations have been
received as of the date of the Proxy Statement.
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 2001:
<TABLE>
<CAPTION>
Director
Name Age(1) Position(s) Held Since (2)
---- --- ---------------- --------
<S> <C> <C> <C>
Edgar A. Rust 55 Chairman of the Board 1975
John P. Torbeck 70 Director 1984
Milton L. Van Schoik 70 Director 1971
- -----------------------------
</TABLE>
(1) As of September 1, 1998.
(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. Rust became a director of the
Corporation when the Corporation was formed in 1990. Mr. Torbeck and
Mr. Van Schoik became directors of the Corporation on the effective
date of the Merger-Conversion.
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>
Daniel W. Geeding 56 Director 1988 2000
Ronald L. Goodfellow 67 Director 1970 2000
Kenneth C. Lichtendahl 49 Director 1997 2000
Albert W. Moeller 76 Director 1972 1999
Robert R. Sudbrook 55 Director and President 1996 1999
- ---------------------------
</TABLE>
(1) As of September 1, 1998.
(2) Indicates the year that the individual became a director of Centennial
or Glenway Loan and Deposit. Messrs. Geeding and Moeller became
directors 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 1998.
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.
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.
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 Vice President - Information and General Services at the Cincinnati
Gas and Electric Company, where he had been employed since 1957.
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.
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.
DANIEL W. GEEDING served as the Dean of the College of Business
Administration at Xavier University from 1988 through 1998. 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 Frisch's Restaurants, Inc. and National 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.
-5-
<PAGE> 8
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.
The Board of Director of the Corporation has reviewed the board
composition of the Corporation and Centennial and has determined that it is in
the best interest of the Corporation to have all of the directors of the
Corporation also serve as directors of Centennial. The appropriate changes will
be made immediately following the Annual Meeting, at which time the Board of
Directors of the Corporation will be increased to nine members and John L.
Torbeck, who has been a director of Centennial (and Glenway Loan and Deposit
prior to the Merger-Conversion) since 1984, will be appointed to fill the newly
created vacancy for a term expiring at the 1999 annual meeting of stockholders
of the Corporation.
MEETINGS AND COMMITTEES OF DIRECTORS
The Board of Directors of the Corporation met six times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1998. 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 once during the fiscal year ended June 30, 1998.
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
twice during the fiscal year ended June 30, 1998.
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. The Audit Committee met four
times during the fiscal year ended June 30, 1998.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of the Corporation, as of September 1, 1998:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held
- ---- --- ----------------
<S> <C> <C>
Edgar A. Rust 55 Chairman of the Board
Milton L. Van Schoik 70 Vice Chairman of the Board
Robert R. Sudbrook 55 President and Chief Executive Officer
Joseph V. Bunke 44 Vice President/Audit
Gregory P. Niesen 32 Treasurer and Chief Financial Officer
Daniel W. Geeding 56 Secretary
- ----------------------------
</TABLE>
(1) As of September 1, 1998.
-6-
<PAGE> 9
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.
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 in the Financial Institution
Services Group and four years with Fifth Third Bancorp.
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, 1998. 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 $100,000 during fiscal 1998.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
------------------ ----------------------------
Name and Fiscal Restricted Options/
Principal Position Year Salary($) Bonus($) Stock Awards($) SARs(#)
- ------------------ ------ ------ ----- ------------ -----
<S> <C> <C> <C> <C>
Robert R. Sudbrook 1998 $176,000 $52,800 $ -- --
President and Chief Executive Officer 1997 147,692 20,213(1) 143,325(2) 21,000(3)
- --------------------------
</TABLE>
(1) Consists of 2,100 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 $9.625 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 14,700 shares of Common
Stock under Centennial's BIP. The aggregate market value of such shares
as of August 29, 1996, based upon the closing bid of $9.75 per shares
of the Common Stock, as quoted on Nasdaq, was $143,325. As of June 30,
1998, the aggregate market value of the shares, as quoted on Nasdaq,
was $323,400. One-fifth of the shares become vested on each of the
first five anniversaries of the award.
(3) Represents the number of shares of Common Stock underlying options
granted to Mr. Sudbrook during the fiscal year ended June 30, 1997.
-7-
<PAGE> 10
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Sudbrook:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises In Last Fiscal Year And 6/30/98 Option/SAR Values
---------------------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money
Options/SARs at Options/SARs at
6/30/98 (#) 6/30/98 ($)(1)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert R. Sudbrook -- -- 21,000/0 $259,800/0
- ---------------------------
</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, 1998.
DIRECTOR COMPENSATION
Each director of the Corporation, except Mr. Sudbrook, receives a fee
of $1,050 per month 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.
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.
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
-8-
<PAGE> 11
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. 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, 1998,
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 qualified shareholder of the Corporation who intends to submit a
proposal at the 1999 Annual Meeting of Stockholders (the "1999 Annual Meeting")
must submit such proposal to the Corporation not later than June 5, 1999, to be
considered for inclusion in the Corporation's Proxy Statement and form of Proxy
(the "Proxy Materials") relating to that meeting. If a shareholder intends to
present a proposal at the 1999 Annual Meeting of Shareholders but has not sought
the inclusion of such proposal in the Corporation's Proxy Materials, such
proposal must be received by the Corporation prior to August 19, 1999, the
Corporation's management proxies for the 1999 Annual Meeting will be entitled to
use their discretionary voting authority should such proposal then be raised,
without any discussion of the matter in the Corporation's Proxy Materials.
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 25, 1998 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 Robert R. Sudbrook, Albert W.
Moeller and Ronald L. Goodfellow, or any one of them, the Proxy or Proxies of
the undersigned with full power of substitution and resubstitution, to vote at
the 1998 Annual Meeting of Stockholders of the Corporation to be held at the
Dante's Restaurant, Harrison and Rybolt Roads, Cincinnati, Ohio, on October 28,
1998, 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
Edgar A. Rust
John P. Torbeck
Milton L. Van Schoik
(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.
