SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
Exchange Act of 1934
(Amendment No. )
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Section 240.14a-12
OHSL FINANCIAL CORPORATION
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PROXY STATEMENT
OHSL FINANCIAL CORP.
5889 Bridgetown Road
Cincinnati, Ohio 45248
ANNUAL MEETING OF STOCKHOLDERS
April 17, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
OHSL Financial Corp. (the "Corporation") to be used at the Annual
Meeting of Stockholders of the Corporation (the "Meeting"), to be
held at Dante's Restaurant, Rybolt Road, Cincinnati, Ohio, on
April 17, 1997, at 2:00 p.m., Cincinnati, Ohio time and at all
adjournments or postponements of the Meeting. The accompanying
Notice of Meeting, proxy card and this Proxy Statement are first
being mailed to stockholders on or about March 19, 1997. Certain
of the information provided herein relates to Oak Hills Savings
and Loan Company, F.A. ("Oak Hills" or the "Company"), the wholly
owned subsidiary and the predecessor of the Corporation.
At the Meeting, the stockholders of the Corporation are being
asked to consider and vote upon the election of three directors of
the Corporation, to ratify the appointment of Crowe, Chizek and
Company LLP as the Corporation's independent auditors for the
fiscal year ending December 31, 1997, and to vote upon the
stockholder proposal of Mr. David Landenwitch of Fairfax,
Virginia, if presented.
Voting Rights and Proxy Information
All shares of common stock, par value $.01 per share, of the
Corporation (the "Common Stock") represented at the Meeting by
properly executed proxies received prior to or at the Meeting, and
not revoked, will be voted at the Meeting in accordance with the
instructions thereon. If no instructions are indicated, properly
executed proxies will be voted FOR election of the nominees for
director named herein, FOR the proposal to ratify the appointment
of Crowe, Chizek and Company LLP, and AGAINST the stockholder
proposal of Mr. David Landenwitch. The Corporation does not know
of any matters, other than as described in the Notice of Meeting,
that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in
the enclosed form of proxy will have the discretion to vote on
such matters in accordance with their best judgment.
A proxy given pursuant to this solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (1) filing
with the Secretary of the Corporation at or before the Meeting a
written notice of revocation bearing a later date than the proxy;
(ii) duly executing a subsequent proxy relating to the same shares
and delivering it to the Secretary of the Corporation at or before
the Meeting; or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a
proxy should be delivered to Marilyn R. Wieland, Secretary, OHSL
Financial Corp., 5889 Bridgetown Road, Cincinnati, Ohio 45248.
Proxies marked as abstaining will be treated as present for
purposes of determining a quorum at the Meeting, but will not be
counted as voting on any matter as to which abstinence is
indicated. Proxies returned by brokers as "non-votes" on behalf of
shares held in street name, because beneficial owners' discretion
has been withheld as to one or more matters on the agenda for the
Meeting, will not be treated as present for purposes of
determining a quorum for the Meeting unless they are voted by the
broker on at least one matter on the agenda. Such non-voted shares
will not be counted as voting on any matter as to which a non-vote
is indicated on the broker's proxy.
Voting Required for Approval of Proposals
Directors shall be elected by a plurality of the shares
present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. The ratification of
the appointment of Crowe, Chizek and Company LLP as auditors for
the fiscal year ending December 31, 1997, and the stockholder
proposal, if presented, require the affirmative vote of the
holders of a majority of the shares actually voted on such
proposal.
Voting Securities and Principal Holders Thereof
As of February 28, 1997, the Corporation had 1,256,091 shares
of Common Stock issued and outstanding. The following table sets
forth information regarding share ownership as of February 28,
1997 of: (i) the Corporation's Chief Executive Officer and (ii)
all directors and executive officers as a group. No persons or
entities are known by management to beneficially own more than
five percent of the Corporation's Common Stock.
Beneficial Owner Shares Beneficially Owned Percent of Class
Kenneth L. Hanauer
President and
Chief Executive
Officer(1) 57,426 4.57%
Directors and
Executive Officers
of the Corporation
and the Company as
a group (15 persons)(2) 279,753 22.27%
(1) As well as shares held directly, the amount reported also
includes 22,132 shares subject to options granted to Mr. Hanauer
and 8,464 shares awarded to Mr. Hanauer pursuant to the Bank
Incentive Plan and Trusts ("BIP") and excludes 2,116 shares
awarded pursuant to the BIP over which Mr. Hanauer has no voting
or dispositive power until such shares are earned.
(2) This amount includes shares held directly, as well as
68,092 shares subject to options granted under the Stock Option
Plan, 30,630 shares awarded to directors and officers pursuant to
the BIP, shares held in retirement accounts and held by certain
members of the named individuals' families, or held by trusts of
which the named individual is a trustee or substantial
beneficiary, with respect to which shares the respective directors
and officers may be deemed to have sole or shared voting and
investment power. The amount reported does not include 5,182
shares awarded pursuant to the BIP over which such directors and
officers have no voting or dispositive power. Shares held by
Emeritus Directors are included in the above total.
I. ELECTION OF DIRECTORS
General
The Corporation's Board of Directors currently consists of
eight members. Each of the directors of the Corporation has served
in such capacity since its incorporation in October 1992. The
Board is divided into three classes, each of which contains
approximately one-third of the Board. Approximately one-third of
the directors are elected annually. Directors of the Corporation
are generally elected to serve for a three-year period or until
their respective successors are elected and qualified.
The table below sets forth certain information, as of
February 28, 1997, regarding the composition of the Corporation's
Board of Directors, including each director's term of office. The
Board of Directors acting as the nominating committee has
recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is
withheld as to a nominee) will be voted at the Meeting FOR the
election of the nominees identified below. If a nominee is unable
to serve, the shares represented by all valid proxies will be
voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors
knows of no reason why any nominee may be unable to serve, if
elected. Except as disclosed herein, there are no arrangements or
understandings between the nominee and any other person pursuant
to which the nominee was selected.
<PAGE>
Position(s) Shares of
Held Common
in the Stock
Corporation Term Bene- Percent
and Director to ficially of
Name Age(1) Association Since (2) Expire Owned(3) Class
NOMINEES
Kenneth L.
Hanauer 47 President, 1988 1997 57,426(4) 4.57%
Chief
Executive
Officer and
Director of
the
Corporation
and the
Company
Thomas E.
McKier-
nan 56 Director 1990 1997 14,846 1.18%
Howard H.
Zoellner 75 Director 1965 1997 12,336 0.98%
DIRECTORS CONTINUING IN OFFICE
Norbert G.
Brinker 79 Chairman of 1998 1955 14,847
1.18% the Board
Thomas M.
Herron 48 Director 1992 1999 7,046 0.56%
William R.
Hillebrand 74 Director 1948 1999 24,647 1.96%
Alvin E.
Hucke 74 Director 1968 1998 24,335 1.94%
Joseph J.
Tenoever 70 Director 1973 1999 16,335 1.30%
(1) At December 31, 1996.
(2) Includes service as a director of the Company.
(3) Amounts include shares held directly, as well as shares
which are held in retirement accounts, or held by certain members
of the named individuals' families, or held by trusts of which the
named individual is a trustee or substantial beneficiary with
respect to which shares the respective directors may be deemed to
have sole or shared voting and/or investment power. Amounts shown
include shares which may be acquired upon the exercise of options
outstanding under the Company's Stock Option Plan, as follows: Mr.
Brinker, 5,426 shares; Mr. Herron, 5,426 shares; Mr. Tenoever,
5,426 shares; Mr. Hanauer, 22,132 shares; Mr. McKiernan, 5,426
shares; and Mr. Zoellner, 4,926 shares.
(4) Amount excludes an award of 2,116 shares of Common Stock
and includes 22,132 shares subject to options granted to Mr.
Hanauer under the BIP and the Stock Option Plan, respectively.
<PAGE>
No member of the Board of Directors is related to any other
member of the Board of Directors and no member of the Board of
Directors is a member of a group which includes any other member
of the Board of Directors for purposes of the Savings and Loan
Holding Company Act and the Securities Act of 1933, as amended.
The business experience of each director of the Corporation
is set forth below. All directors have held their present position
for at least five years unless otherwise indicated.
Norbert G. Brinker. Mr. Brinker is the Chairman of the Board
of the Company, a position he has held since 1963. Mr. Brinker was
appointed Chairman of the Board of the Corporation in October,
1992. Mr. Brinker served as President of the Company from 1961 to
1981 and as Chief Executive Officer from 1963 until his retirement
in 1987. Mr. Brinker initially joined the Company in 1954.
Kenneth L. Hanauer. Mr. Hanauer has been Executive Vice
President and Chief Executive Officer of the Company since 1987
and President and Chief Executive Officer of the Corporation since
October, 1992. Mr. Hanauer was elected President of the Company in
December, 1994. Mr. Hanauer served as Vice President and Treasurer
from 1985 to 1987. As President and Chief Executive Officer of the
Company, Mr. Hanauer is responsible for directing the Company's
operations and establishing strategies and policies designed to
achieve goals set by the Company's Board of Directors. Mr. Hanauer
joined the Company in 1978, assuming the duties of Treasurer in
1979.
Thomas M. Herron. Mr. Herron is currently an Operations
Manager for the International Division of Michelman, Inc., a
chemical manufacturing company located in Cincinnati, Ohio, a
position he has held since 1988. Mr. Herron was an international
banking officer for The Central Trust Co., N.A. from 1985 to 1988.
William R. Hillebrand. Mr. Hillebrand is currently retired.
Mr. Hillebrand served as President of the Company from January
1982 through December, 1994. Mr. Hillebrand did not receive a
salary as President. Prior to serving as President of the Company,
Mr. Hillebrand served as President of Rosemont Savings Association
from 1966 until it merged with the Company in 1981. Mr. Hillebrand
retired in 1985 from the Andrew Jergens Company, a
Cincinnati-based consumer products company. Mr. Hillebrand was
appointed as Vice-Chairman of the Board of Directors of the
Company in December, 1994.
Alvin E. Hucke. Mr. Hucke is currently retired. From 1973 to
1984, Mr. Hucke served as President and director of Bishopric
Products Co., a steel plate fabrication company located in
Cincinnati, Ohio.
Thomas E. McKiernan. Mr. McKiernan is currently Associate
Principal and Treasurer of Seton High School, a position he has
held since 1969. As an Associate Principal, Mr. McKiernan is
responsible for the supervision of the business management,
development and community relations departments.
Joseph J. Tenoever. Mr. Tenoever is retired from his position
as Vice President in charge of the Executive and Professional
Banking Department of The Central Trust Co., N.A., located in
Cincinnati, Ohio, a position he held from 1988 to 1990. Mr.
Tenoever previously served as Vice President of Central Trust,
where he was a loan officer in the commercial lending department.
Howard H. Zoellner. Mr. Zoellner retired from his position as
an accountant with Bucher & Company, Inc., an accounting firm
located in Cincinnati, Ohio, a position he has held since 1990.
Prior to such time, Mr. Zoellner operated his own accounting
practice in Cincinnati, Ohio for over 30 years.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Corporation. Meetings of the
Corporation's Board of Directors are generally held on a monthly
basis. During the fiscal year ended December 31, 1996, the Board
of Directors met 13 times. During fiscal 1996, no incumbent
director of the Corporation attended fewer than 75% of the
aggregate of the total number of Board meetings and the total
number of meetings held by the committees of the Board of
Directors on which he served. Directors of the Corporation who are
officers of the Corporation are not paid for Board or Committee
meetings attended.
The Board of Directors of the Corporation has a standing
Stock Option Committee. The Stock Option Committee is composed of
Messrs. Tenoever, Brinker, Hucke, McKiernan and Zoellner. This
Committee is responsible for administering the Corporation's Stock
Option Plan. This Committee met 5 times during the year ended
December 31, 1996.
The entire Board of Directors acts as a nominating committee
for selecting nominees for election as directors. While the Board
of Directors of the Corporation will consider nominees recommended
by stockholders, the Board has not actively solicited such
nominations. Pursuant to the Corporation's Bylaws, nominations by
stockholders must be delivered in writing to the Secretary of the
Corporation at least 30 days before the date of the Meeting.
Meetings and Committees of the Company. Meetings of the
Company's Board of Directors are generally held on a monthly
basis. The Board of Directors met 12 times during the year ended
December 31, 1996. During 1996, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total
number of Board meetings and the total number of meetings held by
the committees of the Board of Directors on which he served.
For the year ended December 31, 1996, all directors received
fees of $14,700 per year, with the exception of the Chairman of
the Board ($18,600), the Vice-Chairman ($18,600) and Mr. Hanauer
who receives no meeting fees. Directors were not paid fees for
committee service in 1996. The Company's Board of Directors has a
number of standing committees, including, among others, an
Executive Committee, a Compensation Committee and an Audit
Committee.
The Executive Committee is comprised of Messrs. Brinker,
Hanauer, Hillebrand and, on an alternating basis, at least one of
the Company's other directors. The Executive Committee meets
approximately bi-weekly to review loan applications presented by
the lending department and exercises the power of the full Board
of Directors between Board meetings. The Executive Committee met
23 times during 1996.
The Compensation Committee meets at least once per year to
review and set salaries for the management of the Company. The
Compensation Committee consists of Messrs. Tenoever (Chair),
Brinker and McKiernan. The Compensation Committee met once during
1996.
The Audit Committee meets every other month to review points
covered in the audit report prepared by the Company's internal
auditor. They also recommend policy and procedural changes to the
Board of Directors. This Committee recommends the accounting firm
for approval by the Board of Directors to perform the Company's
annual audit and acts as the liaison between the auditors and the
Board. Members of the Audit Committee include Messrs. Herron
(Chair), Brinker, Hillebrand and Zoellner. During 1996, the Audit
Committee met six times.
Executive Compensation
The Corporation's officers did not receive any compensation
from the Corporation for services performed in their capacities as
officers of the Corporation. The Corporation reimburses the
Company for the pro rata share of management time spent on OHSL
matters.
The following table sets forth information regarding
compensation paid or accrued by the Company to its President and
Chief Executive Officer (the "named executive officer") for
services rendered during the periods indicated. No executive
officer other than the named executive earned in excess of
$100,000 during the twelve months ended December 31, 1996.
<PAGE>
SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation Awards
____________ ___________________
All
Other
Name and Underly
Principal Year Bonus Salary Securi -ing
Position ($) (1) ($) -ties Options# Compensation(2)
__________ ____ _____ _____ ______ ________ ______________
Kenneth L.
Hanauer 1996 $130,000 _ $31,603 (2) _ _ $ 9,144 (3)
President 1995 $115,000 _ $30,864 (2) _ _ $12,197 (3)
and Chief 1994 $108,000 _ $22,485 (2) _ _ $11,621 (3)
Executive
Officer
(1) No amounts were paid to Mr. Hanauer in his capacity as a
director.
(2) Represents the value of shares allocated to Mr. Hanauer
under the Company's Employee Stock Ownership Plan, based on the
closing price of such shares on December 31 of each respective
year.
(3) Represents contribution by employer to Company's Savings
and Retirement 401(k) Plan.
No options or stock appreciation rights were granted to the
named executive in 1996. The following sets forth certain
information concerning the number and value of stock options at
December 31, 1996, held by Mr. Hanauer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
Value of
Number of Securities Unexercised
Underlying In-the-Money
Unexercised Options Options at
at FY-End (#) at FY-End ($)
____________________ _______________
Shares
Acquired Value
on Exercise Realized Exer- Unexer- Exer- Unex-
Name ( #) ($) cisable cisable cisable cisable
_________ ___________ _________ _______ _______ ________ _______
Kenneth
L.
Hanauer 1,000 $11,375 10,000 12,132 $113,750 $138,002
(1) Represents the aggregate market value of the option
granted (market price of Common Stock less exercise price) based
upon the closing price of $21.375 of the Common Stock on December
31, 1996, as reported on the Nasdaq System.
Certain Relationships and Related Transactions
The Company has followed a policy of granting loans to
eligible directors, officers, employees and members of their
immediate families for the financing of their personal residences
and for consumer purposes. All such loans except as described
below, to directors and senior officers (vice presidents and
above) are required to be made in the ordinary course of business
and on the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions and do
not involve more than the normal risk of collectability.
Adjustable rate residential and consumer loans to full-time
employees (other than senior officers) are made at reduced
interest rates based on a margin above the Company's cost of funds
so long as they remain employees of the Company. At December 31,
1996, loans to directors, officers and employees totaled $1.3
million or 5.0% of OHSL's stockholders' equity.
All loans by the Company to its senior officers and directors
are subject to Office of Thrift Supervision ("OTS") regulations
restricting loans and other transactions with affiliated persons
of the Company. Federal law prohibits a savings association from
making loans to its senior officers and directors at favorable
rates or on terms not comparable to those prevailing to the
general public.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Corporation's
arrangement for Crowe, Chizek and Company LLP to be its auditors
for the 1997 fiscal year, subject to the ratification of the
appointment by the Corporation's stockholders. A representative of
Crowe, Chizek and Company LLP is expected to attend the Annual
Meeting to respond to appropriate questions and will have an
opportunity to make a statement if he or she so desires.
The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of Crowe, Chizek and
Company LLP as the Corporation's auditors for the twelve months
ending December 31, 1997.
III. STOCKHOLDER PROPOSAL
David R. Landenwitch of 4340 Still Meadow Road, Fairfax,
Virginia 22032, a holder of "at least" 1,000 shares of common
stock, has indicated his intention to present the following
proposal to the stockholders of the Company at the Annual Meeting:
Resolved:
That the shareholders of OHSL Financial Corp. ("OHSL") urge our
Board of Directors to examine the company's position for the
potential gain in shareholder value through the sale or merger of
the company. From this examination, the Board of Directors will
produce a written report that describes how such a sale or merger
would influence the value of the stock. The report shall exclude
any proprietary information, be prepared at reasonable cost, not
impose an undue burden on company employees, and shall be sent to
all shareholders within six months after the 1997 annual meeting
of shareholders.
Supporting Statement provided by Mr. Landenwitch:
During the last few years the stock price of OHSL has
under-performed its comparable indices as well as the general
indices such as the Dow Jones Industrial Average, S&P 500 and the
Nasdaq Composite. During 1996 the Savings and Loan index, which is
a measurement of price appreciation, was up 61 percent compared
to OHSL's return of 23 percent during that same time period. As
of this writing, September 19, 1996, this same index was up a
positive 2 percent for the year, where OHSL had actually decreased
in value by 5.1 percent, moving from $20.50 per share to $19.50
per share.
Stock prices of smaller savings and loans are trading at or less
than book value. In contrast, stock prices of larger banks, and
savings and loans are selling at two times book value or higher.
The market rewards these larger institutions and they will
continue to grow through acquisitions and mergers with smaller
institutions. Because the price-to-book value for these large
institutions is at such high multiples, larger institutions are
able to pay 1.4 to 1.6 times book value for well run smaller
institutions. Therefore, it is reasonable to expect that OHSL
shareholders could reap a 60_70 percent increase in the value of
their shares from such a sale. This increase would equate to a
share price of $29.00 to $34.00.
Our Board has a responsibility to examine the impact of the market
on OHSL as well as the impact of a sale or merger of the company
on the value of our shares. We believe a thorough analysis and
timely disclosure of the value of OHSL to its shareholders prior
to entering into the disposition or merger strategy helps insure
that our company act responsibly.
We urge your support for this Proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE STOCKHOLDER
PROPOSAL
Your Board of Directors continues to evaluate alternatives
which would maximize long term stockholder value. The Board of
Directors consults on a regular basis with investment bankers and
industry experts regarding various strategies for enhancing the
long term value of the Company. Specifically, the Board has met
formally with investment bankers on numerous occasions, held
off-site strategic planning seminars with professional
facilitators and analysts, and met with independent auditors and
legal counsel, all to determine methods by which stockholder value
can be increased.
In addition, periodic meetings are held with market/thrift
analysts, portfolio managers, and market makers to evaluate the
performance of OHSL against peer activity and averages and general
market opportunities. Corporate Financial Strategies Sessions have
been attended by the full Board of Directors, a certified
financial analyst, and a thrift appraiser, in order to address
stockholder rate of return, market performance, peers, and future
planning. A matrix of future value assumptions was reviewed to aid
in considering any proposals to sell the Company, if such
proposals are forthcoming. Written reports have been prepared as a
result of these meetings.
It is the opinion of the Board of Directors, the outside
parties being consulted and corporate legal counsel that all such
information generated for, and as a result of, these meetings,
remain confidential prior to any merger/acquisition agreement
execution. Consolidation trends in the thrift industry are closely
monitored, as are market competition, interstate banking,
regulatory issues, compliance laws, federal insurance matters and
long term prospects for enhancing profit margins.
The Board of Directors continues to give serious
consideration to whether it should explore a sale or merger of the
Company at any given time. The Board currently believes that the
long term potential of the Company is substantially greater than
the current market price or value to be gained in merging. The
public market is available for those stockholders who wish to
dispose of their shares. The Company currently has a stock
Repurchase Plan in place, which should facilitate this transaction
process. Although the Board believes a sale or merger of the
Company at this time would be unwise, it will, of course, consider
any serious proposal of interested parties on terms that would be
fair to the stockholders.
The Board has not foreclosed other strategies. During 1996
the Company took part in several merger/acquisition discussions
where OHSL would have been the acquiror. These transactions may
have enhanced long term shareholder value, had they come to
fruition. The Board believes that the Company will best maximize
stockholder values through internal growth and expansion. In the
Board's judgment, this is the way for stockholder values to
increase. Mr. Landenwitch continues to propose that the
stockholders resolve to "urge [the] Board of Directors to examine
the company's position for the potential gain in shareholder value
through the sale or merger of the company". Your Board of
Directors is doing this on a regular basis. The part of Mr.
Landenwitch's proposal that gives us the most cause for concern is
publishing the results of these analyses. Because the Board has a
fiduciary duty to, and, as noted above, on a regular basis does
examine the Company's position with respect to sale or merger, the
proposal serves no purposes in that regard.
Mr. Landenwitch also proposes that the Board "produce a
written report that describes how such a sale or merger would
influence the value of the stock. The report shall exclude any
proprietary information, be prepared at reasonable cost, not
impose an undue burden on company employees, and shall be sent to
all shareholders within six months after the 1997 annual meeting
of shareholders." The Board considers such a report to be an
unnecessary exercise on the part of the Company which inevitably
would impose an "undue burden" on Company employees. A merger or
other sale transaction by law would require stockholder approval
following full disclosure of all applicable information as
required by the proxy rules, including a description of the
factors considered by the Board in determining whether to submit
the matter to the stockholders. Until such time, all terms have to
remain in the strictest of confidence. Accordingly, if the Board
were to determine that such a transaction would be of benefit to
the Company and its stockholders, the Board would at that time
appropriately report to the stockholders regarding all available
alternatives in connection with any request for a favorable
stockholder vote. The Board can not act without the approval of
the stockholders. To require the Board to exert time and energy
creating a written report on a sale or merger of the Company at a
time when the Board currently believes such disposition would not
be in the best interests of the Company or its stockholders is a
drain on Company resources.
The Board views Mr. Landenwitch's proposal as a misdirected
attempt to exert unnecessary influence over the management and
policies of the Company, to the detriment of the stockholders, by
an out-of-state owner. He continues to use spectacular and
unsubstantiated gains projections in his proposal in an effort to
promote his position that the stockholders will be better off if
the Company is sold. This is a position that is not shared by the
Board.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE AGAINST THE PROPOSAL.
Proxies solicited by the Board of Directors will be voted
AGAINST the foregoing proposal unless stockholders specify
otherwise.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT THE 1998 ANNUAL MEETING OF STOCKHOLDERS
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's offices at 5889 Bridgetown Road,
Cincinnati, Ohio 45248, no later than November 19, 1997. Any such
proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than the matters described in this Proxy
Statement. However, if any other matters should properly come
before the Meeting, it is intended that holders of the proxies
will act in accordance with their best judgment.
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 of Corporation Common Stock. In addition to solicitation by
mail, directors and officers of the Corporation and regular
employees of the Company may solicit proxies personally or by
telephone, without additional compensation.
By Order of the Board of Directors
Marilyn R. Wieland
Secretary
Cincinnati, Ohio
March 19, 1997PROXY
STRUCTURAL DYNAMICS RESEARCH CORPORATION
2000 Eastman Drive
Milford, Ohio 45150
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Albert F. Peter, John A.
Mongelluzzo and Jeffrey J. Vorholt, and each of them, with full
power of substitution, as proxies to vote, as designated below,
for and in the name of the undersigned all shares of stock of
Structural Dynamics Research Corporation which the undersigned is
entitled to vote at the Annual Meeting of the Shareholders of said
Company scheduled to be held on April 29, 1997 at 2:00 p.m. at the
Company's offices, 2000 Eastman Drive, Milford, Ohio 45150 or at
any adjournment or recess thereof.
Please mark X in the appropriate box. The Board of Directors
recommends a FOR vote on each proposal.
1. ELECTION OF CLASS I DIRECTORS.
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below)
JOHN E. MCDOWELL, GILBERT R. WHITAKER, JR., JAMES W.
NETHERCOTT
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the nominee's name on the space provided
below)
__________________________________________________________________
2. APPROVAL of an amendment to the Company's Amended Articles
of Incorporation to permit certain internal reorganizations
without shareholder approval.
FOR ABSTAIN AGAINST
3. APPROVAL of the appointment of KPMG Peat Marwick as the
independent auditors of the Company for 1997.
4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meting or
any adjournment thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election of Directors
and FOR the proposals in paragraphs 2 and 3.
ALL FORMER PROXIES ARE HEREBY REVOKED.
NUMBER OF SHARES _____________ Dated:________________, 1997
_______________________________ __________________________
(Signature of Shareholder) (Signature of
Shareholder)
(Please sign exactly as your name appears hereon. All joint
owners should sign. When signing in a fiduciary capacity or as a
corporate officer, please give your full title as such)
