OHSL
FINANCIAL CORP.
March 18, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of OHSL
Financial Corp. (the "Corporation"), we cordially invite you to
attend the Annual Meeting of Stockholders of the Corporation. Me
Meeting will be held at 2:00 p.m., Cincinnati, Ohio time, on April
16, 1998, at Dante's Restaurant, Rybolt Road, Cincinnati, Ohio.
In addition to the election of two directors of the
Corporation, stockholders are being asked to ratify the
appointment of Crowe, Chizek and Company LLP as auditors for the
Corporation. Accordingly, your Board of Directors unanimously
recommends that you vote FOR each of these proposals.
Whether or not you plan to attend the meeting in person,
please read the enclosed Proxy Statement and then complete, sign
and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save
the Corporation additional expense in soliciting proxies and will
ensure that your shares are represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
NORBERT G. BRINKER KENNETH L. HANAUER
Chairman of the Board President and Chief Executive Officer
R.S. Rowe & Company, Inc.; Job No. 6308; Proof of 03-04-98
(617) 482-7765; (212) 926-2444; (800) 324-6202; FAX No. (617) 423-6308
EMAIL Address: rsrowe@interservcom
PM6\PROXY\OHSL-1
<PAGE>
OHSL FINANCIAL CORP.
5889 Bridgetown Rd.
Cincinnati, Ohio 45248
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 16,1998
Notice is hereby given that the Annual Meeting of
Stockholders (the "Meeting") of OHSL Financial Corp. (the
"Corporation") will be held at 2:00 p.m., Cincinnati, Ohio time,
on April 16, 1998, at Dante's Restaurant, Rybolt Road, Cincinnati,
Ohio.
A proxy card and a Proxy Statement for the Meeting are
enclosed. The Meeting is for the purpose of considering and acting
upon:
1. The election of two directors of the Corporation;
2. The ratification of the appointment of Crowe, Chizek
and Company LLP as auditors of the Corporation for the fiscal year
ending December 31, 1998, and;
such other matters as may properly come before the Meeting or any
adjournments or postponements thereof The Board of Directors is
not aware of any other business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals
at the Meeting on the date specified above, or on any date or
dates to which the Meeting may be adjourned or postponed.
Stockholders of record at the close of business on March 5, 1998
are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
A complete list of stockholders entitled to vote at the
Meeting will be available for examination by any stockholders for
any purpose relevant to the Meeting during regular business hours
at the main office of the Company located at 5889 Bridgetown Road,
Cincinnati, Ohio 45248 for a period of 10 days prior to the
Meeting.
You are requested to complete, sign and date the enclosed
proxy, which is solicited on behalf of the Board of Directors, and
to mail it promptly in the enclosed postpaid return envelope. The
proxy will not be used if you attend and vote at the Meeting in
person.
By Order of the Board of Directors
Marilyn R. Wieland
Secretary
Cincinnati, Ohio
March 18, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT
THE MEETING. A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.<PAGE>
PROXY STATEMENT
OHSL FINANCIAL CORP.
5889 Bridgetown Road
Cincinnati, Ohio 45248
ANNUAL MEETING OF STOCKHOLDERS
April 16,1998
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 16,1998,
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 18, 1998. 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 two directors of the
Corporation and to ratify the appointment of Crowe, Chizek and
Company LLP as the Corporation's independent auditors for the fiscal
year ending December 31, 1998.
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 and FOR the proposal to ratify the appointment
of Crowe, Chizek and Company LLP. 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, 1998 requires 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, 1998, the Corporation had
1,241,449 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership as
of February 28, 1998 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(l) 59,542 4.80%
Directors and Executive
Officers 285,731 23.02%
of the Corporation and the Company
as a group (15 persons)(2)
- --------------------------------------------------
(1) As well as shares held directly, the amount reported also
includes 21,132 shares subject to options granted to Mr. Hanauer.
(2) This amount includes shares held directly, as well as
68,092 shares subject to options granted under the Stock Option
Plan, shares 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. Shares held by Emeritus
Directors are included in the above total.
1. 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, 1998, 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>
<TABLE>
<CAPTION>
Shares of
Position(s) Held Common
in the Term Stock Percent
Corporation Director to Beneficially of
Name Age(1) and Company Since(2) Expire Owned(3) Class
________________________________________________________________________________________________
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Norbert G. Brinker 80 Chairman of the Board 1955 1998 14,847 1.20%
Alvin E. Hucke 75 Director 1968 1998 24,032 1.94%
DIRECTORS CONTINUING IN OFFICE
Kenneth L. Hanauer 48 President, Chief Executive
Officer and Director of the
Corporation and the
Company 1988 2000 59,542 4.80%
Thomas M. Herron 49 Director 1992 1999 7,046 0.57%
William R. Hillebrand 75 Director 1948 1999 24,647 1.99%
Thomas E. McKiernan 57 Director 1990 2000 14,846 1.20%
Joseph J. Tenoever 71 Director 1973 1999 16,335 1.32%
Howard H. Zoellner 76 Director 1965 2000 12,336 0.99%
- ---------------------------------------------------
</TABLE>
(1) At December 31, 1997.
(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. Herron,
5,426 shares; Mr. Tenoever, 5,426 shares; Mr.
Hanauer, 21,132 shares; Mr. McKiernan, 5,000 shares; and Mr. Zoellner, 4,426
shares.
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. McKierman is currently Associate
Principal and Treasurer of Seton High School, a position he has held
since 1969. As an Associate Principal, Mr. McKierman 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 is 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, 1997, the Board of
Directors met 13 times. During fiscal 1997, all incumbent directors,
except Mr. Thomas Herron, attended at least 75% of the total number
of Board meetings and the total number of Committee meetings on
which the Director 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 10 times during the year ended
December 31, 1997.
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 13 times during the year ended December
31, 1997. During 1997, 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, 1997, active 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. Emeritus directors receive
fees of $10,800 per year. Directors were not paid fees for committee
service in 1997. Me 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 25
times during 1997.
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 3 times during 1997.
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 1997, the Audit
Committee met 6 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 $100,000 during the
twelve months ended December 31, 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compensation
-----------------------------------
Annual Compensation(1) Awards
- ------------------------------------------------------------------------------------------------
Restricted
Name and Stock Option/ All Other
Principal Salary Bonus Other Annual Award(s) SARS Compensation
Position Year ($) ($) Compensation(2) ($) (#) ($)(3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kenneth L. Hanauer 1997 $139,100 - $40,386 - - $ 8,000
President and 1996 $130,000 - $31,603 - - $ 9,144
Chief Executive 1995 $115,000 - $30,864 - - $12,197
Officer
</TABLE>
- ----------------------------------------
(1) No amounts were paid to Mr. Hanauer in his capacity as a director.
(2) Represents the value of shares allocated to Mr. Hanauer under the
Company's Employee
Stock Ownership Plan, based on the closing price of such shares on December 31
of each respective
year.
(3) Represents contribution by employer to Company's Savings and
Retirement 401(k) Plan.
No options or stock appreciation rights were granted to the
named executive in 1997. The following sets forth
certain information concerning the number and value of stock options
at December 31, 1997 held by Mr. Hanauer.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised
Options/SARs at Options/SARs at
FY-End(#) FY-End($)(1)
-------------------------------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Kenneth L. Hanauer 3,000 $51,000 21,132 0 $359,244 $0
</TABLE>
______________________
(1) Represents the aggregate market value of the option granted
(market price of Common
Stock less exercise price) based upon the closing price of $27.00 of the
Common Stock on December
31, 1997, 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, 1997, loans to directors,
officers and employees totaled $0.7 million or 2.7% of OHSL's
stockholders' equity.
All loans by the Company to its senior officers and directors
are subject to Office 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 1998 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, 1998.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT THE 1999 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 17, 1998. Any such proposals
shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934.
<PAGE>
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 OHSL's 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 18, 1998
