UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
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:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
FFW Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 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>
September 29, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of FFW Corporation,
we cordially invite you to attend the Annual Meeting of Stockholders of the
Company. The Meeting will be held at 2:30 p.m., Wabash, Indiana time, on October
24, 2000, at the office of the Company located at 1205 North Cass Street,
Wabash, Indiana.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to elect two
directors of the Company and to ratify the appointment of Crowe, Chizek and
Company LLP as the Company's auditors. Your Board of Directors unanimously
recommends that you vote for the election of the director nominees named in this
proxy statement and for the ratification of the appointment of auditors.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company 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,
/s/ Roger K. Cromer
ROGER K. CROMER
President and Chief Executive Officer
<PAGE>
FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 24, 2000
Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of FFW Corporation ("FFW" or the "Company") will be held at the
office of the Company located at 1205 North Cass Street, Wabash, Indiana, at
2:30 p.m. Wabash, Indiana time, on October 24, 2000.
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 Company;
2. The ratification of the appointment of Crowe, Chizek and Company
LLP as auditors for the Company for the fiscal year ended June
30, 2001;
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 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
September 15, 2000 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
You are requested to complete and sign the enclosed proxy card, 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
/s/ Wayne W. Rees
WAYNE W. REES
Chairman of the Board and Secretary
Wabash, Indiana
September 29, 2000
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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.
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<PAGE>
PROXY STATEMENT
FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185
ANNUAL MEETING OF STOCKHOLDERS
October 24, 2000
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of FFW Corporation ("FFW" or the "Company")
of proxies to be used at the Annual Meeting of Stockholders of the Company which
will be held at the office of the Company, located at 1205 North Cass Street,
Wabash, Indiana, on October 24, 2000, at 2:30 p.m., Wabash, Indiana time, and
all adjournments and postponements of the annual meeting. The accompanying
Notice of Meeting, proxy card and this Proxy Statement are first being mailed to
stockholders on or about September 29, 2000. Certain of the information provided
herein relates to First Federal Savings Bank of Wabash, a wholly owned
subsidiary of the Company ("First Federal" or the "Bank").
Matters to be Considered at the Annual Meeting
At the annual meeting, stockholders of the Company will be asked to
consider and vote upon (i) the election of two directors of the Company and (ii)
the ratification of the appointment of Crowe, Chizek and Company LLP as the
Company's auditors for the fiscal year ending June 30, 2001.
Vote Required and Proxy Information
All shares of the Company's common stock ("Common Stock") represented
at the annual meeting by properly executed proxies received prior to or at the
annual meeting, and not revoked, will be voted at the annual meeting in
accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the election of the director
nominees named in this Proxy Statement and for the ratification of the
appointment of Crowe, Chizek and Company LLP. The Company is not aware of any
matters, other than those described in the Notice of the Annual Meeting, that
are to come before the annual meeting. If any other matters are properly
presented at the annual meeting for action, the Board of Directors, as proxy for
the stockholder, will have the discretion to vote on such matters in accordance
with their best judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Crowe, Chizek and Company LLP as the
Company's independent auditors requires the affirmative vote of a majority of
the votes cast on the matter. In the election of directors, stockholders may
either vote "FOR" both nominees for election or withhold their votes from one or
both nominees for election. Votes that are withheld and shares held by a broker,
as nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-third
of the outstanding shares of the Common Stock, present in person or represented
by proxy, will constitute a quorum for purposes of the annual meeting. Proxies
marked to abstain and broker non-votes will be counted for purposes of
determining a quorum.
<PAGE>
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the corporate
Secretary at or before the annual 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 Corporate Secretary at or before the
annual meeting; or (iii) attending the annual meeting and voting in person
(although attendance at the annual meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to Wayne W. Rees, Secretary, FFW Corporation, 1205 North Cass Street, Wabash,
Indiana 46992.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 15,
2000 (the "Voting Record Date"), will be entitled to one vote for each share
then held. As of that date, the Company had 1,423,627 shares of Common Stock
issued and outstanding. The following table sets forth information, as of the
Voting Record Date, regarding share ownership of: (i) those persons or entities
known by management to beneficially own more than five percent of the Company's
Common Stock; (ii) Roger K. Cromer, the Company's President and Chief Executive
Officer; and (iii) all directors and executive officers as a group. See
"Proposal I - Election of Directors" for beneficial share ownership of the
directors.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
FFW Corporation, Inc. Employee Stock Ownership Plan 105,005(1) 7.38%
1025 North Cass Street
Wabash, IN 46992-1027
Bank Fund III L.P., Bank Fund III Trust, Bank Fund IV L.P., Bank 138,378(2) 9.72
Fund IV Trust and Bank Fund V LP
208 S. LaSalle Street
Chicago, Illinois 60604
First Manhattan Co. 126,810(3) 8.91
437 Madison Avenue
New York, NY 10022
Estate of Nicholas M. George 127,683(4) 8.86
4185 S 550 W
Wabash, IN 46992
Roger K. Cromer, President and Chief Executive Officer 4,211(5) .30
Directors and executive officers of the Company and the Bank as a 179,576(6) 12.51
group (7 persons)
</TABLE>
-----------------------
(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), all of which have been allocated to accounts of
participants. Pursuant to the terms of the ESOP, each ESOP participant has
the right to direct the voting of shares of Common Stock allocated to his
or her account. Ronald J. Metz, the trustee of the ESOP, may be deemed to
beneficially own the shares held by the ESOP.
(2) As reported in a Schedule 13G filed with the Securities and Exchange
Commission ("SEC") on August 31, 2000, Bank Fund III L.P. reported sole
voting and no dispositive power over 16,906 shares, Bank Fund III Trust
reported sole voting and no dispositive power over 51,826 shares, Bank Fund
IV L.P. reported sole voting and no dispositive power over 64,646 shares
and Bank Fund V L.P. reported sole voting and no dispositive power over
5,000 shares.
2
<PAGE>
(3) As reported in an amendment to a Schedule 13G filed with the SEC on
February 9, 2000, in which First Manhattan Co. reported sole voting and
dispositive power over all shares listed.
(4) Includes 42,588 shares held by Mr. George's spouse, 2,000 shares held by
Mr. George's son and 16,750 shares subject to options which are currently
exercisable.
(5) Includes 750 shares subject to options which are currently exercisable.
(6) Includes shares held directly, as well as, jointly with family members, and
shares held in retirement accounts in a fiduciary capacity or by certain
family members, with respect to which shares the listed individuals or
group members may be deemed to have sole voting and/or investment power.
This table also includes 12,924 shares subject to options granted to
directors and executive officers as a group which are currently
exercisable.
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors is divided into three classes, each of
which contains approximately one-third of the Board. Directors are generally
elected to serve for a three-year period or until their respective successors
are elected and qualified. The Company's Board of Directors currently consists
of five members. Each of the directors of the Company has served in such
capacity since its incorporation in December 1992.
The table below sets forth certain information, as of the Voting Record
Date, regarding the composition of the Company'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 annual 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
nominees and any other person pursuant to which the nominees were selected.
<TABLE>
<CAPTION>
Shares of
Common
Term Stock
Director to Beneficially Percent
Name Age Position(s) Held in the Company Since(1) Expire Owned(2) of Class
-----------------------------------------------------------------------------------------------------------------------------
Nominees
<S> <C> <C> <C> <C> <C> <C>
Wayne W. Rees 62 Chairman of the Board and Secretary 1983 2003 51,374 3.61%
Ronald D. Reynolds 53 Director 1991 2003 21,424 1.50
Directors Continuing in Office
Joseph W. McSpadden 52 Director 1987 2001 21,374 1.50
Thomas L. Frank 57 Director 1987 2002 34,324 2.41
J. Stanley Myers 53 Director 1985 2002 35,428 2.48
</TABLE>
--------
(1) Includes service as a director of the Bank.
(2) Included in the shares beneficially owned by the named individuals are
options to purchase shares of Common Stock which are currently exercisable,
totaling 500 for Mr. Rees, 500 for Mr. Reynolds, 500 for Mr. McSpadden, 500
for Mr. Frank, and 5,950 for Mr. Myers.
3
<PAGE>
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.
Wayne W. Rees. Mr. Rees is the owner and publisher of The Paper of
Wabash County, Inc., a newspaper published in Wabash, Indiana. Mr. Rees has been
Chairman of the Board and Secretary of the Company since December 1992. Mr. Rees
has served as Chairman of the Bank's Board of Directors since July 1992.
Ronald D. Reynolds. Mr. Reynolds is the owner of J. M. Reynolds Oil
Co., Inc., an oil supply company located in Wabash, Indiana.
Joseph W. McSpadden. Mr. McSpadden is the Vice President and part owner
of Beauchamp & McSpadden, an insurance agency located in Wabash, Indiana.
Thomas L. Frank. Mr. Frank is the Comptroller for B. Walter & Company,
a manufacturer of wood furniture and products located in Wabash, Indiana.
J. Stanley Myers. Mr. Myers is the owner and operator of ServiSoft
Water Conditioning, Inc., a soft water appliance company located in Wabash,
Indiana.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the FFW's Board of
Directors are generally held on a monthly basis. The Board of Directors met 12
times during fiscal 2000. During fiscal 2000, 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.
The Board of Directors of the Company has standing audit, stock option
and nominating committees, as well as other committees which meet as needed.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
ensures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors Frank, Myers and McSpadden and Chief Executive Officer
Roger Cromer. During the fiscal year ended June 30, 2000, this Committee met
four times.
The Stock Option Committee is comprised of Directors Frank and
Reynolds. This Committee is responsible for administering the Company's Stock
Option Plan and Omnibus Incentive Plan, as well as reviewing compensation and
benefit matters. This Committee met once during the fiscal year ended June 30,
2000.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing (as prescribed by the
Bylaws) to the Secretary of the Company at least 30 days before the date of the
annual meeting; provided, however, that if less than 40
4
<PAGE>
days' notice or prior disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder must be received not later than the
close of business on the tenth day following the day on which notice of the date
of the meeting is mailed or public disclosure of the date of the meeting is
made. This Committee met once during the fiscal year ended June 30, 2000.
Meetings and Committees of the Bank. Meetings of the Bank's Board of
Directors are generally held on a monthly basis. The Board of Directors met 12
times during the fiscal year ended June 30, 2000. During fiscal 2000, no
incumbent director of the Bank 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.
The Bank has standing, audit, personnel/compensation, and nominating
committees. The Bank also has other Committees which meet as needed to review
various other functions of the Bank.
The Audit Committee of the Bank is comprised of Directors Frank, Myers
and McSpadden and Chief Executive Officer Roger Cromer. The Audit Committee
meets on a quarterly basis to review budgets and is responsible for reviewing
the annual audit report and reporting to the full Board of Directors. This
committee also meets with the Bank's external auditors prior to the annual audit
to review audit procedures. This committee met four times during the fiscal year
ended June 30, 2000.
The Personnel/Compensation Committee of the Bank establishes and
reviews compensation, bonuses, benefits and the personnel policies of the Bank.
The current members of this committee are Directors Frank, Myers and Reynolds.
This committee meets at least annually on an as needed basis. The committee met
three times during the fiscal year ended June 30, 2000.
The Nominating Committee of the Bank is comprised of the entire board
of directors. The committee makes written nominations prior to the annual
meeting. This committee held one meeting during fiscal 2000.
Director Compensation
Cash Compensation. The Company's directors are paid a fee of $250.00
per meeting attended for serving on the Company's Board of Directors. No fee is
paid for membership on the Board committees. All present members of the
Company's Board of Directors are also members of the Bank's Board of Directors
for which each director, other than the Chairman, receives a fee of $800.00 per
meeting attended. The Chairman of the Board of the Bank receives a fee of
$900.00 per Bank Board meeting attended. No fees are paid to directors of the
Bank for committee membership.
Deferred Compensation Plan ("DCP"). In 1986, First Federal adopted the
DCP for the benefit of its directors. The DCP is a voluntary deferred
compensation plan which permits directors of the Bank to defer receipt of all or
a portion of their regular board fees. This plan was established to hold and
attract quality directors by providing a retirement benefit in amounts related
to Board fees deferred annually. Under the DCP, a participant or his beneficiary
will receive retirement payments (equal to the amount deferred plus interest
accrued thereon) payable in monthly installments upon retirement from the Board
at age 70.
If the director's service on the Board ceases for any reason other than
death or disability, prior to age 70, amounts deferred pursuant to the DCP will
be held by the Bank until the director reaches age 70. In the event of death or
disability of the director while serving on the Bank's board, monthly or annual
payments will be made to the director or his designated beneficiary. In the
event of the director's death following retirement, the remaining benefits will
be paid to the designated beneficiary. These benefit payments are not subject to
any reduction for Social Security benefits or other offset amounts. Until
disbursed, the amounts
5
<PAGE>
due and payable under the DCPs continue to be assets of the Bank, subject to the
claims of general creditors. During fiscal 2000, no directors deferred
compensation pursuant to the DCP.
Stock Options. On September 28, 1999, each non-employee director was
granted a ten-year option to purchase 2,000 shares of Common Stock at an
exercise price of $13.375, vesting in four equal annual installments beginning
September 28, 2000.
Executive Compensation
The following table sets forth information regarding compensation paid
to each person who served as Chief Executive Officer of the Company during the
fiscal year ended June 30, 2000. No other executive officer earned a salary and
bonus for fiscal 2000 in excess of $100,000.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation (1) Compensation
Awards
------------------------------------------------------------------------ ---------------------
Restricted
Stock Options/ All Other
Salary Bonus Award(s) SARs Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
--------------------------------- --------- ------------- ----------- ----------- --------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Roger K. Cromer 2000 $ 84,265(2) $17,225 $13,375(6) --- $9,410(4)
President and CEO
Nicholas M. George 2000 $125,431(3) $35,444 --- 2,000 $492,980(5)
Former President and CEO 1999 126,655(3) 34,250 --- --- 20,946
1998 115,134(3) 30,062 --- --- 24,063
------------------------------------------------------------------------------------------------------------------
</TABLE>
---------------
(1) Neither Mr. Cromer nor Mr. George received any additional benefits or
perquisites which exceeded, in the aggregate, the lesser of 10% of his
salary and bonus, or $50,000.
(2) Includes $3,473 of compensation deferred at Mr. Cromer's election pursuant
to the 401(k) plan.
(3) Includes $7,431, $6,951 and $7,085 of compensation deferred at Mr. George's
election pursuant to the 401(k) plan and $9,450, $10,800 and $10,800 paid
for service as a director for fiscal 2000, 1999 and 1998, respectively.
(4) Includes matching contributions to Mr. Cromer's 401(k) Plan account of
$1,488; contributions to Mr. Cromer's ESOP account for fiscal 2000 valued
at $7,578; and disability insurance premiums paid on behalf of Mr. Cromer
of $344.
(5) Includes matching contributions to Mr. George's 401(k) Plan account of
$3,715; contributions to Mr. George's ESOP account for fiscal 2000 valued
at $16,939; and death benefit paid to Mr. George's spouse of $472,326.
(6) Represents value of 1,000 shares of restricted stock based on the $13.375
closing price per share of the Common Stock on the Nasdaq Stock Market on
September 28, 1999, the date of grant. Twenty-five percent of the 1,000
shares awarded to Mr. Cromer vested on September 28, 2000, and the
remaining 75% are scheduled to vest in equal installments on September 28,
2001, 2002 and 2003, respectively. Dividends are paid on the restricted
shares to the extent and on the same date as dividends are paid on all
other outstanding shares of the Common Stock. Based on the $11.625 closing
price per share of the Common Stock on the Nasdaq Stock Market on June 30,
2000, the 2,500 restricted shares held by Mr. Cromer as of that date had a
value of $29,063.
6
<PAGE>
The following table sets forth certain information concerning grants of
stock options to each person who served as the Company's Chief Executive Officer
during fiscal 2000. No stock appreciation rights were granted in fiscal 2000.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
-----------------------------------------------------------------------------------------------------------
Individual Grants
-----------------------------------------------------------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Per Share
Options Employees in Exercise Expiration
Granted Fiscal Year Price Date
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Roger K. Cromer --- ---% $--- ---
Nicholas M. George 2,000 12.5% $13.375 04/01/00(1)
-----------------------------------------------------------------------------------------------------------
</TABLE>
--------------
(1) The option was initially scheduled to vest in four equal annual
installments beginning September 28, 2000 and expire on September 28, 2009;
however, upon Mr. George's death on April 1, 2000, the option expired.
The following table sets forth information regarding the number and
value of stock options at June 30, 2000 held by the Company's Chief Executive
Officer.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
-----------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised In-the-Money
Shares Options at FY-End(#) Options at FY-End ($)(2)
Acquired Value -------------------------------------------------------------
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Roger K. Cromer --- $ --- 750 2,250 $ --- $ ---
Nicholas M. George 8,500 $49,938(1) 16,750 --- $110,969 $ ---
-----------------------------------------------------------------------------------------------------------------
</TABLE>
------------------
(1) Represents the difference between the closing price per share of the Common
Stock on the Nasdaq Stock Market on the date of exercise ($10.875) and the
exercise price per share of the option ($5.00), multiplied by the number of
shares acquired on exercise (8,500).
(2) Represents the difference between the closing price per share of the Common
Stock on the Nasdaq Stock Market on June 30, 2000 and the exercise price
per share of the option, multiplied by the number of shares underlying the
option. An option is in the money if the exercise price is less than the
market value of the Common Stock. None of Mr. Cromer's options were in the
money as of June 30, 2000.
Employment Agreement with Roger K. Cromer
The Bank has an employment agreement with Mr. Cromer for a three-year
term. The term may be extended for an additional year on each anniversary of the
effective date of the agreement, subject to review and approval of the extension
by the Board of Directors of the Bank. The agreement provides for an annual base
salary no less than Mr. Cromer's base salary as of the effective date of the
agreement, subject to increase in the discretion of the Bank's Board of
Directors. The agreement also provides for bonuses to be awarded in the
discretion of the Bank's Board of Directors. The agreement provides for
termination in the event of Mr. Cromer's death, for cause or upon certain events
specified by Office of Thrift Supervision regulations. The agreement may be
terminated by Mr. Cromer upon 90 days' notice to the Bank. The
7
<PAGE>
agreement provides that if there is a change in control of the Company or the
Bank, and Mr. Cromer's employment terminates involuntarily in connection with
such change in control or within 12 months thereafter, he will be entitled to
receive a lump sum amount in cash equal to 299% of his "base amount" of
compensation as of the effective date of the agreement. Assuming a change in
control were to take place as of June 30, 2000, the termination payment payable
to Mr. Cromer pursuant to this change in control provision would be
approximately $283,170.
Certain Transactions
The Bank, like many financial institutions, has followed a policy of
granting to officers, directors and employees loans secured by the borrower's
residence and consumer loans. All loans to the Bank's officers and directors are
made in the ordinary course of business and on the same terms, including
interest rate and collateral, and conditions as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Crowe,
Chizek and Company LLP to be its auditors for the 2001 fiscal year, subject to
the ratification of the appointment by the Company'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 so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2001.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by its Secretary at the main office of the
Company, located at 1205 North Cass Street, Wabash, Indiana 46992, no later than
June 1, 2001 to be eligible for inclusion in the Company's proxy statement and
form of proxy relating to the next annual meeting. Any such proposal will be
subject to the requirements of the proxy rules adopted under the Exchange Act
and as with any stockholder proposal (regardless of whether included in the
Company's proxy materials), the Company's certificate of incorporation and
bylaws and Delaware law.
To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company at least 30 days before the
date of the meeting. If, however, less than 40 days' notice or prior public
disclosure of the date of the next annual meeting is given or made to
stockholders, proposals must instead be received by the Company by the tenth day
following the day on which notice of the date of the next annual meeting is
mailed or public disclosure of the date of the next annual meeting is first
made. If a stockholder proposal that is received by the Company after the
applicable deadline for presentation at the next annual meeting is raised at the
next annual meeting, the holders of the proxies for that meeting will have the
discretion to vote on the proposal in accordance with their best judgment and
discretion, without any discussion of the proposal in the Company's proxy
statement for the next annual meeting.
8
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, file with the SEC initial reports of ownership and
reports of changes in ownership of the Company's Common Stock. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with except for the inadvertent failure to
timely report on Form 4 one transaction by each of Thomas L. Frank, a director
of the Company, and Nicholas M. George, the former President and Chief Executive
Officer of the Company.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
annual meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the annual 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 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 Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
9
<PAGE>
REVOCABLE PROXY
FFW CORPORATION
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
Annual Meeting of Stockholders
OCTOBER 24, 2000
The undersigned hereby appoints the Board of Directors of FFW Corporation
(the "Company"), and its survivor, with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of common stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held on Tuesday, October 24, 2000 at the
office of the Company located at 1205 North Cass Street, Wabash, Indiana, at
2:30 p.m., local time, and at any and all adjournments or postponements thereof,
as follows:
III. The election of the following directors for three-year terms:
WAYNE W. REES RONALD D. REYNOLDS
With- For All
For hold Except
[ ] [ ] [ ]
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
III. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors of the Company for the fiscal year ending June 30, 2001.
For Against Abstain
[ ] [ ] [ ]
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR" the election of the nominees
named herein and "FOR" the ratification of the appointment of Crowe, Chizek and
Company, LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND FOR
THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED
BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
FFW CORPORATION
This Proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company 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
Company at or before the Meeting; or (iii) attending the Meeting and voting in
person (athough attendance at the Meeting will not in and of itself constitute
revocation of this 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 above signed acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2000.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
