<PAGE> 1
================================================================================
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>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SECURITY FIRST CORP.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(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 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: ...........................................................
================================================================================
<PAGE> 2
NOTICE OF 1997 ANNUAL MEETING
AND PROXY STATEMENT
[SECURITY FIRST CORP. LETTERHEAD]
June __, 1997
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of Security First
Corp., we cordially invite you to attend the 1997 Annual Meeting of
Shareholders. The meeting will be held at 2:00 p.m., Thursday, July 31, 1997 at
Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio.
The matters expected to be acted upon at the meeting are described in
the enclosed Proxy Statement. In addition, we will report on Security First's
financial and operating performance as well as the Company's progress during the
past fiscal year.
We encourage you to attend the meeting in person. Whether or not you
attend, we hope you read the Proxy Statement and then complete, sign and date
the proxy card and return it in the enclosed postage-paid envelope. This will
save the Company additional expense in soliciting proxies and will ensure that
your shares are represented at the meeting. Please note that you may vote in
person at the meeting even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
CHARLES F. VALENTINE
Chairman and Chief Executive Officer
<PAGE> 3
SECURITY FIRST CORP.
1413 Golden Gate Boulevard
Mayfield Heights, Ohio 44124
(216) 449-3700
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on July 31, 1997
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Security First Corp. ("Security First" or the "Company") will be
held at Landerhaven, 6111 Landerhaven Drive, Mayfield Heights, Ohio, on July 31,
1997 at 2:00 P.M.
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 three directors of the Company;
2. Approval of an amendment to Article Fourth of Security First's
Certificate of Incorporation to increase the total number of
shares of common stock, par value $.01 per share, which the
Company shall have the authority to issue from ten million
(10,000,000) to twenty million (20,000,000);
3. The ratification of the appointment of Deloitte & Touche LLP
as auditors for the Company for the fiscal year ending March
31, 1998; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on any 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. Shareholders of record at the close of business on
June 13, 1997 are the shareholders entitled to vote at the Meeting, and any
adjournments thereof.
You are requested to fill in and sign the enclosed Form of Proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
Charles F. Valentine
Chairman of the Board and
Chief Executive Officer
Mayfield Heights, Ohio
June __, 1997
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 4
PROXY STATEMENT
SECURITY FIRST CORP.
1413 GOLDEN GATE BOULEVARD
MAYFIELD HEIGHTS, OHIO 44124
(216) 449-3700
ANNUAL MEETING OF SHAREHOLDERS
JULY 31, 1997
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Security First Corp. ("Security First" or
the "Company") of proxies to be used at the Annual Meeting of Shareholders of
the Company (the "Meeting") which will be held at Landerhaven, located at 6111
Landerhaven Drive, Mayfield Heights, Ohio on July 31, 1997, at 2:00 P.M.
Mayfield Heights, Ohio time, and all adjournments of the Meeting. The
accompanying Notice of Annual Meeting of Shareholders and this Proxy Statement
and Form of Proxy are first being mailed to shareholders on or about June __,
1997. Certain of the information provided herein relates to Security Federal
Savings and Loan Association of Cleveland ("Security Federal") and First Federal
Saving Bank of Kent ("First Federal"), wholly-owned, first-tier subsidiaries of
the Company. Security Federal and First Federal are referred to herein
collectively as the "Associations"). Unless otherwise noted, references to
Security First or the Company include the Associations.
At the Meeting, the shareholders of Security First are being asked to
consider and vote upon (i) the election of three directors of the Company, (ii)
the approval of an amendment to Article Fourth of Security First's Certificate
of Incorporation to increase the total number of shares of common stock, par
value $.01 per share, which the Company shall have the authority to issue from
ten million (10,000,000) to twenty million (20,000,000); and (iii) the
ratification of the appointment of Deloitte & Touche LLP as auditors for the
Company for the fiscal year ending March 31, 1998.
PROXIES AND PROXY SOLICITATION
- ------------------------------
If a shareholder properly executes the enclosed proxy distributed by
Security First, the proxies named will vote the shares represented by that proxy
at the Meeting. Where a shareholder specifies a choice, the proxy will be voted
in accordance with the shareholder's instructions. If no specific direction is
given, the proxies will vote the shares "FOR" the election of management's
nominees for directors of the Company, "FOR" approval of the amendment to
Article Fourth of the Company's Certificate of Incorporation, and "FOR" the
appointment of Deloitte & Touche LLP as auditors for the fiscal year ending
March 31, 1998. If other matters are presented at the Meeting, the shares for
which proxies have been received will be voted in accordance with the discretion
of the proxies.
Any proxy given pursuant to this solicitation or otherwise may be
revoked by the shareholder giving it at any time before it is voted by
delivering to the Secretary of the Company at the above address, on or before
the taking of the vote at the Meeting, a written notice of revocation bearing a
later date than the proxy or a later dated proxy relating to the same shares of
common stock, par value $.01 per share, of Security First (the "Common Stock"),
or by attending the Meeting and voting in person. Attendance at the Meeting will
not in itself constitute the revocation of a proxy.
The cost of solicitation of proxies will be borne by the Company. The
Company 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 Security First Common Stock. In addition, Security
First has engaged Corporate Investors Communications ("CIC") to assist the
Company in distributing proxy materials and contacting record and beneficial
owners of Security First Common Stock. The Company has agreed to pay CIC
approximately $1,000 plus out-of-pocket expenses for its services to be rendered
on behalf of the Company. In addition to solicitation by mail, directors and
officers of the Company and employees of the Associations may solicit proxies
personally or by telegraph or telephone, without additional compensation.
<PAGE> 5
VOTING RIGHTS; VOTE REQUIRED
- ----------------------------
Shareholders of record as of the close of business on June 13, 1997
(the "Voting Record Date"), will be entitled to one vote on each matter
presented for a vote at the Meeting for each share of Security First Common
Stock then held. Such vote may be exercised in person or by a properly executed
proxy as discussed above. 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. Approval of the proposal to amend the
Company's Certificate of Incorporation requires the affirmative vote of the
holders of at least a majority of the shares entitled to be voted at the
Meeting. The appointment of Deloitte and Touche LLP as auditors for the year
ending March 31, 1998 requires the affirmative vote of the majority of shares
present in person or represented by proxy at the Meeting and entitled to vote on
the matter.
With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on all
proposals except the election of directors and will be counted as present for
purposes of the item on which the abstention is noted. Since the amendment to
the Company's Certificate of Incorporation requires the approval of a majority
of the outstanding shares, abstentions will have the effect of a negative vote.
Abstentions on the proposal to ratify Deloitte and Touche LLP as the Company's
auditors will also have the effect of a negative vote because it requires the
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote at the Meeting. Under the rules of The Nasdaq Stock Market,
brokers who hold shares in street name have the authority to vote on certain
items when they have not received instructions from beneficial owners. Brokers
who do not receive instructions are entitled to vote on the election of
directors, the amendment to the Company's Certificate of Incorporation and the
ratification of the Company's auditors. Under applicable Delaware law, a broker
non-vote will have the same effect as a vote against the proposed amendment to
the Company's Certificate of Incorporation, and will have no effect on the
outcome of the election of directors or ratification of auditors.
BENEFICIAL OWNERSHIP
- --------------------
The following table sets forth information, as of the Voting Record
Date, regarding beneficial share ownership of executive officers (who are not
directors of the Company) for which disclosure is required to be provided under
the "Summary Compensation Table" herein and all directors and executive officers
of the Company as a group. See "Proposal I -- Election of Directors" for
information on the beneficial share ownership of the Company's Directors and
Chief Executive Officer. The address of the executive officers named in the
table is the same as the Company's address. As of the Voting Record Date, the
Company had 5,027,414 shares of Common Stock issued and outstanding. No persons
or entities were known by management to beneficially own more than 5% of the
outstanding shares of Company Common Stock as of the Voting Record Date.
<TABLE>
<CAPTION>
BENEFICIAL OWNER Shares Beneficially Owned Percent of Class
- ---------------- ------------------------- ----------------
<S> <C> <C>
Jeffrey A. Calabrese 34,271(1) .68%
Mary H. Crotty 14,442(2) .29%
All directors and executive officers of 1,036,832(3) 20.05%
the Company as a group (13 persons)
- ---------------------
<FN>
(1) Mr. Calabrese has reported sole voting and investment power with
respect to all shares reported as beneficially owned in the table
above, except with respect to 11,664 shares as to which he reported
shared beneficial ownership. Included in the shares beneficially owned
by Mr. Calabrese are 1,712 shares subject to conversion rights with
respect to 20 of the Company's Convertible Subordinated Debentures and
options to purchase 15,150 shares of Common Stock.
(2) Ms. Crotty has reported sole voting and investment power with respect
to all shares reported as beneficially owned in the table above.
Included in the shares beneficially owned by Ms. Crotty are 428 shares
subject to conversion rights with respect to 5 of the Company's
Convertible Subordinated Debentures and options to purchase 9,685
shares of Common Stock.
(3) Includes shares held directly, 49,743 shares subject to conversion
rights with respect to 581 of the Company's Convertible Subordinated
Debentures, 142,665 shares subject to options granted by the Company
and shares held by controlled corporations and family members, with
respect to which shares the listed individuals or group members may be
deemed to have sole voting and investment power. The amounts exclude
shares held by family members that do not live in the same household as
such officers and directors and with respect to which beneficial
ownership is expressly disclaimed.
</TABLE>
2
<PAGE> 6
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of nine members.
Directors are generally elected to serve for three year terms or until their
respective successors are elected and qualified. The directors are divided into
three classes, with one-third of the directors elected annually.
The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including terms of office and
share ownership as of the Voting Record Date. 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 the nominees) will be voted at the Meeting for the
election of the following nominees. If any nominee is unable to serve, the
shares represented by all valid proxies will be voted "For" the election of such
substitute as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why any nominee might be unable to serve if
elected. Except as set forth herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
<TABLE>
<CAPTION>
Percent
Director Term to Ownership of
Name Age Positions Since Expire Beneficial(1) Class
------ --- ----------- ------- -------- --------------- ------
NOMINEES
--------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Valentine 57 Chairman of the Board and 1981 2000 209,830 4.14%
Chief Executive Officer
Robert L. Anderson 55 Director 1987 2000 183,331 3.64%
Donald E. Snow 72 Director 1987 2000 32,892(2) .66%
DIRECTORS REMAINING IN OFFICE
-----------------------------
Nicholas E. Rinaldi, D.D.S. 56 Director 1992 1999 67,922 1.35%
Louis J. Sorboro 58 Director 1996 1999 107,796 2.14%
Paul V. Voinovich 54 Director 1987 1999 73,531 1.47%
Austin J. Mulhern 55 Director and President 1985 1998 165,797(3) 3.29%
James P. Myers 65 Director 1996 1998 51,313 1.02%
Larry E. Rogers 58 Director 1995 1998 84,372 1.35%
- --------------------
<FN>
(1) The nature of beneficial ownership for shares reported in this column
is sole voting and investment power, except as otherwise set forth in
these footnotes. Included in the shares beneficially owned by the named
individuals are options to purchase shares of Common Stock as follows:
Mr. Valentine - 39,765; Mr. Rinaldi - 3,000; Mr. Sorboro - 30,215; Mr.
Mulhern - 28,370; and Mr. Myers - 6,295.
(2) Includes 31,180 shares in which Mr. Snow has reported shared ownership.
(3) Includes 50,940 shares in which Mr. Mulhern has reported shared
ownership.
</TABLE>
The principal occupation of each Director of the Company is set forth
below. All Directors have held their present position for at least five years
unless otherwise indicated.
CHARLES F. VALENTINE. Mr. Valentine is Chairman of the Board and Chief
Executive Officer of Security Federal. He has been with Security Federal since
1980 in various capacities. Mr. Valentine has been Chairman of the Board and
Chief Executive Officer of the Company since its formation in December 1992. In
April 1996, Mr. Valentine was appointed to the Board of Directors of First
Federal.
ROBERT L. ANDERSON. Mr. Anderson is Chairman of the Board and Chief
Executive Officer of Wiseco Piston, Inc., a piston manufacturing company.
DONALD E. SNOW. Mr. Snow retired in 1987, after 19 years as District
Manager of the Ohio Edison Co., an electric utility company in Medina, Ohio.
3
<PAGE> 7
NICHOLAS E. RINALDI, D.D.S. Dr. Rinaldi is practicing dentistry with
the organization of Drs. Rhodes, Rinaldi and Associates, Inc. which operates
five offices in the Cleveland area. Dr. Rinaldi has been a practicing dentist
since 1967.
LOUIS J. SORBORO. Mr. Sorboro has served as President and Chief
Executive Officer of First Federal since 1976, and its holding company from
March 1994 until its acquisition by Security First in April 1996.
PAUL V. VOINOVICH. Mr. Voinovich is President and Secretary of
Voinovich Companies, a planning, construction and development company based in
Cleveland, Ohio.
AUSTIN J. MULHERN. Mr. Mulhern is President and Chief Operating Officer
of Security Federal, positions he has held since 1985. From 1985 to May, 1988,
he was also Chief Financial Officer of Security Federal. Mr. Mulhern has been
President and Chief Operating Officer of the Company since the formation of the
Company in December 1992. In April 1996, Mr. Mulhern was appointed to the Board
of Directors of First Federal.
JAMES P. MYERS. Mr. Myers served on the Board of Directors of First
Kent from March 1994 until its acquisition by Security First in April 1996. He
has also served on the Board of Directors of First Federal since 1972 and as
First Federal's Treasurer from 1975 to 1994. Mr. Myers has been a pharmacist at
Hale B. Thompson, Inc., a retail drug store located in Kent, Ohio since 1958. In
1989, he was appointed President of Hale B. Thompson, Inc.
LARRY E. ROGERS. Mr. Rogers is President and Chief Executive Officer of
the PIE Mutual Insurance Company, a Cleveland-based medical professional
liability insurer and has been associated with them since 1981.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
- -------------------------------------------------
Meetings of the Company's Board of Directors are generally held at
least monthly. The Board of Directors met 12 times during fiscal 1997. During
fiscal 1997, no incumbent director attended fewer than 75% of the aggregate of
the total number of meetings of the Board of Directors and the total number of
meetings held by committees on which he served, except for Director Rogers.
The principal committee of the Company is the Audit Committee. The
Audit Committee was composed of outside Directors Anderson, Myers, Rinaldi,
Rogers, Snow and Voinovich during fiscal 1997. The Audit Committee reviews audit
reports and related matters of the Company and the Associations to ensure
effective compliance with regulatory and internal policies and procedures. The
Audit Committee met twice during fiscal 1997.
The Company also has a Stock Option Committee which is responsible for
determining awards under the Company's 1996 Stock Option and Incentive Plan (the
"Stock Option Plan"). Directors Anderson, Rinaldi, Snow and Voinovich currently
serve on this committee. The Stock Option Committee met once during fiscal 1997.
The Company does not have standing compensation or nominating
committees. The full Board of Directors of the Company acts as a nominating
committee for the annual selection of its nominees for election as directors.
While the Board of Directors will consider nominees recommended by others, it
has neither actively solicited recommendations for nominees nor established any
procedures for this purpose.
The Company has not paid any compensation to its executive officers
since its formation and does not presently anticipate paying any compensation
to such persons until the Company becomes actively involved in the operation or
acquisition of businesses other than the Associations. Security Federal,
however, has a standing compensation committee which is responsible for making
recommendations of the salaries, bonuses and incentives for all officers of
Security Federal. Directors Anderson, Myers, Rinaldi, Snow and Voinovich, all
of whom are also directors of the Company, were the members of the compensation
committee for Security Federal during fiscal 1997. During fiscal 1997, Security
Federal's compensation committee met three times.
First Federal's entire Board of Directors, two of whom are also
directors of the Company, act as the compensation committee for First Federal.
Directors of First Federal who are also employees of First Federal do not
participate in compensation discussions relating to themselves. During fiscal
1997, First Federal's Board of Directors met once to discuss compensation
matters.
4
<PAGE> 8
COMPENSATION OF DIRECTORS
- -------------------------
Directors of the Company who are not employees of the Company or the
Associations ("Non-Employee Directors") are paid a fee of $150 per regular,
special or committee meeting of the Board of Directors attended. Certain
directors of the Company also serve on the Boards of one or both of the
Associations. At March 31, 1997, Directors Valentine and Mulhern, both of whom
are employees of the Company and/or the Associations ("Employee Directors"),
served on the Boards of both Security Federal and First Federal. Directors
Anderson, Rinaldi, Snow and Voinovich, all of whom are Non-Employee Directors,
served on the Board of Security Federal and Directors Sorboro, an Employee
Director, and Myers, a Non-Employee director, served on the Board of First
Federal. Director Rogers, a Non-Employee Director, resigned from the Board of
Security Federal in December 1996 due to his excessive travel schedule which
hindered his ability to attend meetings.
During fiscal 1997, Non-Employee Directors of Security Federal received
an annual fee of $3,600 plus $700 per meeting of the Board of Directors of
Security Federal attended. Non-Employee Directors of Security Federal also
receive fees of $250 per committee meeting attended. During fiscal 1997, First
Federal paid each of its Non-Employee Directors an annual fee of $8,700 for
services rendered.
COMPENSATION OF EXECUTIVE OFFICERS
- ----------------------------------
The following table sets forth for the three years ended March 31,
1997, information as to the compensation of the Company's Chief Executive
Officer and the other most highly compensated executive officers of the Company
or the Associations whose salary and bonus exceeded $100,000 during fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------
Long Term
Compensation
Annual Compensation AWARDS
- ---------------------------------------------------------------------------- -------------------
Other Restricted
Annual Stock All Other
Name and Principal Position Fiscal Salary Bonus Compen- Awards Options Compensation
Year ($) ($) sation ($)(1) ($) (#) ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles F. Valentine
Chairman of the Board and 1997 $198,125 $124,100 --- --- 9,765 $28,633(2)
CEO of the Company and 1996 188,225 81,225 --- --- 10,500 28,587
Security Federal 1995 178,400 85,500 --- --- 3,500 30,834
Austin J. Mulhern
President and COO of the 1997 $159,250 $99,800 --- --- 8,370 $31,022(3)
Company and Security 1996 151,275 65,250 --- --- 9,000 30,198
Federal 1995 143,363 68,700 --- --- 3,000 13,005
Jeffrey J. Calabrese
Vice President and Secretary 1997 $78,675 $35,000 $11,957 --- 4,650 $18,186(4)
of the Company and Security 1996 74,925 25,600 $10,201 --- 5,000 17,096
Federal 1995 71,000 27,000 --- --- 1,500 7,787
Mary H. Crotty
Vice President, Treasurer and 1997 $81,000 $35,000 --- --- 4,185 $8,662(5)
Chief Financial Officer of the 1996 74,000 22,800 --- --- 4,500 7,296
Company and Security Federal 1995 60,029 24,000 --- --- 1,000 6,514
Louis J. Sorboro
President of First Federal 1997 $112,074 $31,400 --- --- --- $8,958(6)
1996 107,168 28,590 --- --- --- 7,146
1995 102,234 15,911 --- 127,745(7) 30,215 5,081
(footnotes begin on the following page)
</TABLE>
5
<PAGE> 9
- --------------------
(1) The named executive officers in the table did not receive any
additional benefits or perquisites which, in the aggregate, exceeded
the lesser of 10% of their salary and bonus or $50,000, except for Mr.
Calabrese who received benefits in fiscal 1997 and 1996 of $8,154 and
$6,408, respectively, in connection with the use of a Company car and
$3,803 and $3,793, respectively, paid on behalf of Mr. Calabrese for
club dues.
(2) Includes annual premiums for a split dollar life insurance policy equal
to $16,600 (including certain amounts reimbursable to the Company for
its prior payments of premiums upon termination of the arrangement) and
contributions made by Security Federal to a 401(k) plan on behalf of
Mr. Valentine equal to $12,033 for fiscal 1997.
(3) Includes annual premiums for a split dollar life insurance policy equal
to $19,000 (including certain amounts reimbursable to the Company for
its prior payments of premiums upon termination of the arrangement) and
contributions made by Security Federal to a 401(k) plan on behalf of
Mr. Mulhern equal to $12,022 for fiscal 1997.
(4) Includes annual premiums for a split dollar life insurance policy equal
to $9,500 (including certain amounts reimbursable to the Company for
its prior payments of premiums upon termination of the arrangement) and
contributions made by Security Federal to a 401(k) plan on behalf of
Mr. Calabrese equal to $8,686 for fiscal 1997.
(5) Includes contributions made by Security Federal to a 401(k) plan on
behalf of Ms. Crotty for fiscal 1997.
(6) Includes life insurance premiums of $643 and contributions of $8,315
made to a 401(k) plan by First Federal on on behalf of Mr. Sorboro
during fiscal 1997.
(7) Represents the dollar value at the time of the grant of 12,590 shares
(adjusted pursuant to the acquisition of First Federal by the Company)
of restricted common stock granted to Mr. Sorboro in connection with
First Federal's mutual to stock conversion. At March 31, 1997, the
value of such shares of restricted stock was $232,915, based upon the
average of the closing bid and asked price of the Common Stock of
$18.50 per share, as reported on The Nasdaq Stock Market as of such
date.
The following table sets forth certain information concerning grants
of stock options pursuant to the Company's Stock Option Plan to the named
officers for the fiscal year ended March 31, 1997. No stock appreciation rights
or limited stock appreciation rights have been granted to date.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants(1) for Option Term(2)
- --------------------------------------------------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees Price Expiration
NAME Granted (#) in Fiscal Year ($/Sh) Date 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Valentine 9,765 21% $12.25 05-21-06 $75,361 $190,125
Austin J. Mulhern 8,370 18% $12.25 05-21-06 $64,616 $162,964
Jeffrey J. Calabrese 4,650 10% $12.25 05-21-06 $35,898 $ 90,536
Mary H. Crotty 4,185 9% $12.25 05-21-06 $32,308 $ 81,482
- ---------------------
<FN>
(1) These options are all immediately exercisable.
(2) Represents the potential realizable value of the option grant assuming
that the market price of the underlying security appreciates in value
from the date of grant to the end of the option term (10 years) at the
annualized rates as set forth in the table above.
</TABLE>
6
<PAGE> 10
The following table sets forth certain information concerning the
number and value of in-the-money (when the fair market value of the common stock
exceeds the exercise price of the option) stock options at March 31, 1997 held
by the named executive officers and stock options exercised during fiscal 1997.
<TABLE>
<CAPTION>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(1)
------------------------------- -------------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles F. Valentine --- --- 54,225 --- $582,858 ---
Austin J. Mulhern 40,225 $676,970 28,370 --- $218,883 ---
Jeffrey J. Calabrese --- --- 15,150 --- $114,848 ---
Mary H. Crotty 3,000 $ 37,860 9,685 --- $ 55,526 ---
Louis J. Sorboro --- --- 30,215 --- $252,597 ---
- -------------------
<FN>
(1) The value of options held is based upon the average of the bid and
asked price of the Company's common stock of $18.50 per share as quoted
on the Nasdaq National Stock Market on March 31, 1997, less the
respective exercise prices.
</TABLE>
EMPLOYMENT AGREEMENTS
- ---------------------
Security Federal maintains employment agreements with Messrs.
Valentine, Mulhern, Calabrese and Ms. Crotty. First Federal maintains an
employment agreement with Mr. Sorboro. The employment agreements provide for
initial annual base salaries in amounts not less than their current salaries.
Each of the agreements is for a term of three years which may be extended for an
additional one year in addition to the then-remaining term if Security Federal's
or First Federal's Board of Directors, as the case may be, reviews and approves
the extension. The agreements provide for termination upon the employee's death,
for cause or in certain events specified by regulations or by the Board of
Directors at any time, but without prejudice to the employee's right to
compensation or benefits under the employment agreements. The employment
agreements are terminable by the employees upon 90 days written notice to
Security Federal or First Federal, as applicable. Each of the employment
agreements provides for payment to the employee of 299% of base amount of
compensation as defined by the Internal Revenue Code in the event there is a
change in control of Security Federal or First Federal, as appropriate, where
employment terminates involuntarily in connection with such change in control or
within 12 months thereafter. If an event triggering the change in control
provision under such agreements occurred at March 31, 1997, the amounts payable
to Messrs. Valentine, Mulhern, Calabrese and Sorboro and Ms. Crotty would have
been approximately $807,000, $648,000, $288,000, $358,000 and $260,000,
respectively. The agreements also provide, among other things, for participation
in an equitable manner in employee benefits applicable to executive personnel.
The respective committees for the Associations determined that each of Messrs.
Valentine, Mulhern, Calabrese and Sorboro and Ms. Crotty had met the
requirements and standards of the Associations relative to executive officer
performance and as such the employment agreement of each was renewed for one
additional year.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- -------------------------------------------------------
General. The Company has not paid any cash compensation to its
executive officers since its formation. All executive officers of the Company
also currently hold positions with Security Federal, the Company's lead bank
subsidiary, and receive cash compensation from Security Federal. The function of
administering the executive compensation policies of Security Federal is
currently performed by the Compensation Committee of the Board of Directors of
Security Federal. Messrs. Valentine and Mulhern are excluded from discussion and
board deliberations
7
<PAGE> 11
regarding compensation paid to them as executive officers. For compensation of
executive officers other than themselves, Messrs. Valentine and Mulhern make
recommendations to the Compensation Committee for the compensation of all
executive officers of Security Federal. In this process, the officers are
evaluated as to their performance during the year and compared to Security
Federal's performance, thrift industry compensation surveys and comparable
positions at other thrift institutions. The Compensation Committee generally
follows management's recommendations. The Compensation Committee, all of whom
are independent board members, determine the compensation for Messrs. Valentine
and Mulhern.
Base salaries and annual adjustments are determined by evaluating
the responsibilities of the position held and the experience of the individual.
Reference is also made to the competitive marketplace for management talent,
including a comparison of base salaries for comparable positions within the
thrift and banking industry to ensure that base salaries approximate the average
of comparable salary ranges. Adjustments also reflect the performance of
Security Federal, the performance of the executive and any increased
responsibilities assumed by the executive.
Compensation of Executive Officers. Adopted in 1992 as a formal
incentive compensation program for executive officers of Security Federal, the
Management Incentive Compensation Plan focuses on return on assets and return on
shareholders' equity as specific annual corporate goals that should lead to the
enhancement of shareholder value. The plan provides for a bonus pool in an
amount that is based on Security Federal's pretax return on assets for the plan
year, as adjusted for nonrecurring items and extraordinary gains or losses not
related to operations. Incentive compensation awards under the plan are based on
Security Federal's achievement of predetermined goals relating to return on
average equity return on average assets and overall corporate performance and on
the participants' achievement of goals relating to their individual
contributions to Security Federal. Threshold, target and maximum goals for
corporate performance are generally established at the beginning of each fiscal
year. Participants, depending on their salary grade levels, can receive
incentive compensation awards that vary between a maximum of 25% and 65% of a
participant's aggregate base salary. For fiscal 1997 bonuses were paid in an
aggregate amount of $570,800 or 68.9% of the maximum bonus pool allowable based
on Security Federal's adjusted pretax return on assets for the year.
Effective April 10, 1996, the Company acquired First Federal
Savings Bank of Kent ("First Federal"). First Federal's Management Incentive
Compensation Plan was established January 1995. Because First Federal had a much
different capital structure than Security Federal, First Federal's Management
Incentive Compensation Plan was designed to focus solely on First Federal's
return on assets. Participants, depending on their salary grade levels, can
receive incentive compensation awards that vary between a maximum of 14% and 27%
of a participant's aggregate base salary. For fiscal 1997, First Federal
employees received bonuses in an aggregate amount of $72,300 or 92.1% of the
maximum bonus pool allowable based on First Federal's adjusted pretax return on
assets for the year. The function of administering the executive compensation
policies of First Federal is currently performed by the Compensation Committee
of First Federal's Board of Directors. Mr. Sorboro is excluded from discussion
and board deliberations regarding compensation paid to him as an executive
officer. For compensation of executive officers other than himself, Mr. Sorboro
makes recommendations to First Federal's Compensation Committee for the
compensation of all executive officers of First Federal. First Federal's
compensation practices follow a methodology similar to Security Federal.
The Company recently engaged the services of Mercer Compensation
Consultants, a nationally recognized compensation consulting firm, to provide a
comprehensive compensation study concerning the executive compensation practices
for the Company's two thrift subsidiaries. The comprehensive compensation study,
when delivered to the Company, may result in amendment or consolidation of the
Management Incentive Compensation Plans maintained by Security Federal and First
Federal, as well as revision of other elements of executive compensation.
Because the Compensation Committee views Messrs. Valentine and
Mulhern as having the greatest impact on corporate performance the independent
Board members have established a compensation philosophy of providing base pay
and incentive compensation for Security Federal's top two executive officers
reflective of Security Federal's superior financial performance relative to
comparably situated thrifts. Compensation Committee members also expressed their
philosophy that base salary and incentive compensation for Messrs. Valentine and
Mulhern at levels near the top percentiles in thrift industry compensation
surveys were contingent on satisfactory regulatory examinations relative to (i)
safety and soundness, (ii) Community Reinvestment Act compliance and (iii)
regulatory compliance. For other than Messrs. Valentine and Mulhern, the
Compensation Committee seeks to establish executive officer base
8
<PAGE> 12
salaries at a level commensurate with the thrift subsidiary's corporate
performance, peer group competitors, and the individual officer's performance.
Stock options have been included as key elements in the total
executive officer compensation package for many years. Equity-based compensation
provides a long-term link between the results achieved for shareholders and the
rewards provided to key executive officers.
Through the programs described above, a significant portion of
the executive compensation program is linked directly to individual and
corporate performance and long-term stock price appreciation. The Compensation
Committee continues to review all elements of executive compensation to insure
that the total compensation program, and each element therein, meets the
business objectives and philosophy of the Company's two thrift subsidiaries, as
discussed above.
In 1993, Section 162(m) was added to the Internal Revenue Code,
the effect of which is to eliminate the deductibility of compensation over $1
million, with certain exclusions, paid to certain highly compensated executive
officers of publicly held corporations, such as, in the Company's case, those
executive officers identified in the "Summary Compensation Table." Section
162(m) applies to all remuneration (both cash and non-cash) that would otherwise
be deductible for tax years beginning on or after January 1, 1994, unless
expressly excluded. While the current compensation of each of the Company's
executive officers is well below the $1 million threshold, if certain executives
exercise sufficient stock options, it could be possible for the executive's
compensation to exceed $1 million.
As a general rule, it will be the Stock Option Committee's policy
to take into account tax and financial accounting considerations in connection
with the granting of options or other forms of grants and awards under the
Company's Stock Option and Incentive Plan. The Board of Directors through its
Stock Option Committee (in the case of stock option grants and other awards to
executive officers) does not expect that grants or awards will be made which
would exceed the limit on deductibility.
Compensation of Chief Executive Officer. The base salary of Mr.
Valentine as the Chief Executive Officer was increased in fiscal 1997 by 6.0% as
a result of Security Federal exceeding targeted performance objectives.
Like other executive officers, Mr. Valentine participated in the
Management Incentive Compensation Plan. Mr. Valentine, as well as President
Mulhern, is eligible to receive up to 65% of base salary in short-term incentive
compensation. Because Security Federal's core pretax earnings increased 20% on
an annualized basis, the Compensation Committee authorized a 1997 incentive
compensation award to Mr. Valentine in the amount of 60% of current base salary.
The 1997 incentive compensation award represents an amount approximately 50%
greater than 1996's incentive compensation award. In contrast, 1996 overall
financial performance decreased from 1995's results and accordingly incentive
compensation awards during 1996 were determined to correlate with Security
First's diminished profitability.
In reviewing Mr. Valentine's performance as Chief Executive
Officer and the justification for Security Federal to renew his employment
agreement for an additional year, the Compensation Committee favorably
considered Mr. Valentine's performance relative to the following factors
(without, however, assigning any such factor a specific weight): corporate
performance (return on assets and return on equity), the Company's stock price
performance, the Company's growth in loan volume and the compliance posture of
Security Federal.
Compensation Committee of Security Federal Board of Directors of First Federal
Robert L. Anderson Richard E. Dunn
James P. Myers Joseph Giulitto
Nicholas E. Rinaldi, D.D.S. James P. Myers
Donald E. Snow Louis J. Sorboro
Paul V. Voinovich Richard C. Wiland
John A. Williams
9
<PAGE> 13
STOCK PERFORMANCE GRAPH
- -----------------------
The following graph shows the performance of Security First's
stock (based on an assumed $100 investment) since April 1, 1992 in comparison to
the Nasdaq Market Index and the Media General Savings and Loan Index.
<TABLE>
<CAPTION>
03/31/92 03/31/93 03/31/94 032/31/95 03/31/96 03/31/97
-------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Security First Corp............. $100.00 $200.50 $230.58 $295.84 $275.86 $438.54
Selected Thrift Index........... 100.00 143.33 147.54 167.18 236.49 329.24
Nasdaq Market Index............. 100.00 111.91 129.33 137.21 184.56 206.47
</TABLE>
PROPOSAL II - AMENDMENT TO SECURITY FIRST'S CERTIFICATE OF INCORPORATION
On May 20, 1997, the Board of Directors unanimously approved and
recommended that the shareholders of Security First consider and approve an
amendment to Article FOURTH of the Company's Certificate of Incorporation (the
"Certificate") that would increase the number of authorized shares of the
Company's Common Stock from ten million (10,000,000) shares to twenty million
(20,000,000) shares. To be adopted, this proposal requires the affirmative vote
of the holders of a majority of all of the outstanding shares of Common Stock of
the Company entitled to vote thereon at the Meeting. The Board of Directors
believes that this proposed amendment is in the best interests of the Company
and its shareholders.
Article FOURTH, paragraph A. of the Certificate, as amended by
the proposed amendment, is set forth below:
FOURTH: A. The total number of shares of all classes of
stock which the Company shall have the authority to issue is
twenty-one million (21,000,000) consisting of:
(a) one million (1,000,000) shares of preferred stock,
par value one cent ($.01) per share (the "Preferred Stock"); and
10
<PAGE> 14
(b) twenty million (20,000,000) shares of common stock,
par value one cent ($.01) per share (the "Common Stock").
As of the date of this Proxy Statement, no shares of Preferred
Stock and 5,027,414 shares of Common Stock were issued and outstanding. The
issuance of Common Stock by the Company in connection with its acquisition of
First Kent Financial Corporation in April 1996 and three previous stock splits
(paid in the form of stock dividends) in 1994, 1993 and 1990 has reduced the
number of authorized but unissued shares substantially. Moreover, on May 20,
1997, the Board of Directors declared a 3-for-2 stock split (to be paid in the
form of a stock dividend) payable on July 31, 1997 to holders of record of
Security First Common Stock on July 15, 1997. Approximately 2,513,700 additional
shares of Common Stock will be issued pursuant to the 3-for-2 stock split.
Further, as of the date of this Proxy Statement, approximately 1,478,000
additional shares (adjusted for the 3-for-2 stock split discussed above) of
Common Stock may be issued in the aggregate pursuant to the Company's Stock
Option Plan and in connection with the conversion rights with respect to the
Company's Convertible Subordinated Debentures. This leaves a balance of
approximately 981,000 authorized shares of Common Stock available for future
use.
The Board of Directors considers the proposed increase in the
number of authorized shares of Common Stock desirable because it would give the
Board the necessary flexibility to issue Common Stock in connection with stock
dividends and stock splits, acquisitions, financings and employee benefits and
for other general corporate purposes without the expense and delay incidental to
obtaining shareholder approval of an amendment to the Certificate increasing the
number of authorized shares at the time of such action, except as may be
required for a particular issuance by Delaware law or the rules of any stock
exchange on which the Company's securities may then be listed. For example, The
Nasdaq Stock Market currently requires shareholder approval as a prerequisite to
listing shares in several instances, including in connection with acquisition
transactions where the present or potential issuance of shares could result in
an increase in the number of shares of common stock outstanding by 20 percent or
more. The Company currently has no plans to issue additional shares of Common
Stock other than the shares of Common Stock that have been reserved for issuance
as described above.
The additional shares of Common Stock for which authorization is
being sought would be identical to the shares of Common Stock of the Company now
authorized. Holders of Common Stock do not have preemptive rights to subscribe
to additional securities which may be issued by the Company. In this regard, the
issuance of additional shares of Common Stock may have a dilutive effect on
earnings per share and on the equity and voting power of existing holders of
Common Stock. The Company may consider repurchasing its shares in the future in
order to minimize or avoid any such dilutive effects.
The issuance of additional shares of Common Stock by the Company
may potentially have an antitakeover effect by making it more difficult to
obtain shareholder approval of various actions, such as a merger or removal of
management. The issuance of authorized shares of Preferred Stock could also make
it more difficult to obtain shareholder approval of such actions, particularly
in light of the power of the Board of Director to specify certain rights and
preferences of the Preferred Stock, such as voting rights, without shareholder
approval. Under the Certificate, the Board has the authority to issue authorized
shares of Preferred Stock in series and to fix the number, designation, relative
rights, preferences and limitations of the shares of each series of Preferred
Stock, subject to Delaware law and the Certificate. The authority of the Board
includes the right to fix for each series the dividend rate, redemption price,
liquidation rights, sinking fund provisions, conversion rights and voting
rights. Until the Board determines the specific rights, preferences and
limitations of any shares of Preferred Stock to be issued, the actual effect on
the holders of Common Stock of the issuance of such shares cannot be
ascertained. However, such effects might include restriction on dividends of
Common Stock if dividends on Preferred Stock are in arrears, dilution of the
voting power of the Common Stock to the extent that any series of Preferred
Stock has voting rights, and reduction of amounts available on liquidation as a
result of any liquidation preference granted to any series of Preferred Stock.
The Company is neither seeking to increase the authorized shares of Preferred
Stock available under the Certificate nor does it currently have any plans to
issue any Preferred Stock.
The Company has in place certain other provisions which have an
antitakeover effect. The Company's Certificate includes provisions which
provide, among other things, limited voting rights of beneficial owners of
11
<PAGE> 15
more than 10% of the Common Stock, staggered terms for directors (see "Election
of Directors"), noncumulative voting for directors, limits on the calling of
special meetings, and a fair price/supermajority vote requirement for certain
business combinations. In addition, the Company's bylaws contain a provision
requiring any shareholder who wishes to make a nomination for director at an
annual shareholder's meeting to give written notice to the Company at least 60
days in advance of the meeting. Additionally, certain executive officers of the
Company have employment agreements with the Associations containing severance
provisions which could be triggered in the event of termination of employment
following an change of control of the Associations or the Company, therefore
making an acquisition more costly to the acquiror. See "Executive Compensation -
Employment Agreements."
The increase in the authorized shares of Common Stock has not
been proposed for an antitakeover-related purpose and the Board of Directors and
management have no knowledge of any current efforts to obtain control of the
Company or to effect a large accumulation of its Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
PROPOSAL III -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Deloitte & Touche LLP to be its auditors for the 1998 fiscal year, subject to
the ratification of the appointment by the Company's shareholders. A
representative of Deloitte & Touche LLP is expected to attend the 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 SHAREHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1998.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Company's main
office, 1413 Golden Gate Boulevard, Mayfield Heights, Ohio 44124 no later than
March 2, 1998. Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in this Proxy
Statement. However, if any other matter should properly come before the Meeting,
it is intended that holders of the proxies will act in accordance with their
best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Charles F. Valentine
Chairman of the Board and
Chief Executive Officer
Mayfield Heights, Ohio
June __, 1997
12
<PAGE> 16
APPENDIX A
SECURITY FIRST CORP.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Description of the Company's Business........................................ A-2
Five Year Summary Selected Consolidated Financial Information................ A-3
Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................................. A-4
Independent Auditors' Report................................................. A-
Consolidated Financial Statements............................................ A-
Notes to Consolidated Financial Statements................................... A-
Market Price and Dividend Information........................................ A-
Board of Directors and Executive Officers.................................... A-
</TABLE>
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED MARCH 31, 1997 IS AVAILABLE TO SHAREHOLDERS FREE OF CHARGE. REQUESTS
SHOULD BE DIRECTED TO MARY H. CROTTY, VICE PRESIDENT, SECURITY FIRST CORP., 1413
GOLDEN GATE BOULEVARD, MAYFIELD HEIGHTS, OHIO 44124.
A-1
<PAGE> 17
DESCRIPTION OF THE BUSINESS
Security First Corp. ("Security First") is a Delaware corporation
organized in 1992, the principal assets of which are Security Federal Savings
and Loan Association of Cleveland ("Security Federal") and First Federal Savings
Bank of Kent ("First Federal" and together with Security Federal, the
"Associations"). Security First is also the parent company of SF Development Co.
The Company's primary business, through the Associations, consists of attracting
deposits from the general public and originating real estate loans and other
types of investments. Security Federal conducts its operations through its main
office located in Mayfield Heights, Ohio and 11 other full-service branch
offices located in Medina, Chardon, Cleveland, Painesville, Geneva, Madison,
Parma Heights, Broadview Heights, Strongsville and Willoughby, Ohio. First
Federal conducts its operations through its main office located in Kent, Ohio
and its full service branch office located in Ravenna, Ohio.
Like all thrift institutions, the Associations' (and therefore
the Company's) operations are materially affected by general economic
conditions, the monetary and fiscal policies of the federal government and the
policies of the various regulatory authorities, including the Office of Thrift
Supervision (the"OTS") and the Board of Governors of the Federal Reserve System
("Federal Reserve Board"). Its results of operations are largely dependent upon
its net interest income, which is the difference between (i) the interest it
receives on its loan portfolio and its investment securities portfolio and (ii)
the interest it pays on its deposit accounts and borrowings.
The Company's main office is located at 1413 Golden Gate
Boulevard, Mayfield Heights, Ohio 44124. The Company's telephone number at this
address is (216) 449-3700.
A-2
<PAGE> 18
FINANCIAL HIGHLIGHTS, MD&A, FINANCIAL STATEMENTS AND NOTES TO BE INSERTED HERE
A-3
<PAGE> 19
STOCK PRICE AND DIVIDEND INFORMATION
On March 31, 1997 there were 5,003,009 shares of Security First
Common Stock issued and outstanding, which were held of record by approximately
1,185 shareholders. This does not include the number of persons whose stock is
in nominee or "street name" accounts through brokers.
The following table sets forth, for the periods shown, the high
and low prices of the common stock and cash dividends per share declared. The
prices reflect inter-dealer quotations without retail mark-up, mark-down or
commissions, and do not necessarily represent actual transactions.
Dividend restrictions are described in the notes to consolidated
financial statements included in this report.
<TABLE>
<CAPTION>
CASH
QUARTER ENDED HIGH LOW DIVIDENDS
- ---------------------------------------------- ---------- ---------- DECLARED
---------
<S> <C> <C> <C>
June 30, 1995.................................. $14.00 $12.50 $ .10
September 30, 1995............................. 15.75 13.25 .10
December 31, 1995.............................. 15.75 13.50 .10
March 31, 1996................................. 15.00 11.50 .10
June 30, 1996.................................. 14.25 11.50 .11
September 30, 1996............................. 14.50 13.25 .11
December 31, 1996.............................. 18.13 13.75 .11
March 31, 1997................................. 19.25 17.50 .11
</TABLE>
DEBENTURES
Security First Corp.'s 6.25% convertible subordinated debentures
due May 1, 2008, are traded by McDonald & Company Securities, Inc.
A-4
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C>
BOARD OF DIRECTORS EXECUTIVE OFFICERS OF
SECURITY FIRST CORP. SECURITY FIRST CORP.
CHARLES F. VALENTINE CHARLES F. VALENTINE
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
AUSTIN J. MULHERN AUSTIN J. MULHERN
President and Chief Operating Officer President and Chief Operating Officer
ROBERT L. ANDERSON JEFFREY J. CALABRESE
Chairman and Chief Executive Officer Vice President and Secretary
Wiseco Piston, Inc.
MARY H. CROTTY
JAMES P. MYERS Vice President, Treasurer, and
President Chief Financial Officer
Hale B. Thompson, Inc.
THOMAS J. DEIGHTON
NICHOLAS E. RINALDI, D.D.S. Vice President
Drs. Rhodes, Rinaldi and Associates, Inc.
THOMAS F. SULLIVAN
LARRY E. ROGERS Assistant Vice President and Controller
President and Chief Executive Officer
The P.I.E. Mutual Insurance Co.
DONALD E. SNOW
Retired, Former District Manager
Ohio Edison Company
LOUIS J. SORBORO
President
First Federal Savings Bank of Kent
PAUL V. VOINOVICH
President
Voinovich Companies
</TABLE>
A-5
<PAGE> 21
REVOCABLE PROXY
SECURITY FIRST CORP.
ANNUAL MEETING OF SHAREHOLDERS
JULY 31, 1997
The undersigned hereby appoints the Board of Directors of Security First
Corp., with full powers of substitution, to act as attorney and proxy for the
undersigned to vote all shares of Common Stock of Security First Corp. which the
undersigned is entitled to vote as the Annual Meeting of Shareholders, to be
held on July 31, 1997, at 2:00 P.M., and at any and all adjournments thereof, as
follows:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all nominees listed below [ ] [ ]
for terms of three years.
CHARLES F. VALENTINE ROBERT L. ANDERSON DONALD E. SNOW
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR AN INDIVIDUAL NOMINEE PLACE AN "X" IN THE
"FOR" BOX AND WRITE THE NOMINEE'S NAME WHO YOU WISH TO WITHHOLD AUTHORITY TO
VOTE ON THE LINE BELOW. TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES PLACE AN
"X" IN THE "VOTE WITHHELD" BOX.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
II. Adoption of an amendment to Article Fourth [ ] [ ] [ ]
of Security First's Certificate of Incorporation
to increase the number of shares of Common
Stock which the Company shall have authority
to issue
FOR AGAINST ABSTAIN
--- ------- -------
III. Ratification of the appointment of Deloitte [ ] [ ] [ ]
& Touche LLP as auditors for the fiscal
year ending March 31, 1998.
In their discretion, upon such other matters as may properly come before
the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITIONS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE> 22
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This proxy may be revoked at any time before it is voted by: (i) 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 be in and of
itself constitute revocation of a proxy). If this proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Annual Meeting and Proxy Statement.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY. IF SIGNING FOR ESTATES, TRUST CORPORATION OR
PARTNERSHIPS, TITLE OR CAPACITY SHOULD BE STATED.
IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD
SIGN.
Signature: Date:
------------------------- -----------
Signature: Date:
------------------------- -----------
IMPORTANT! PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
