SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
Wood Bancorp, Inc.
- - - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Wood Bancorp, Inc.
- - - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
<PAGE>
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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:
Common Stock.
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):
Cash payment for securities totals .
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 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>
WOOD BANCORP, INC.
124 East Court Street
Bowling Green, Ohio 43402-2259
(419) 352-3502
September 23, 1996
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Wood Bancorp, Inc., to be held at the Bowling Green Country Club, 923
Fairview Avenue, Bowling Green, Ohio on October 15, 1996 at 1:00 P.M., eastern
standard time. This Annual Meeting will include management's report to you on
the Company's 1996 financial and operating performance.
An important aspect of the Annual Meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your rights
as a stockholder to vote and participate in this process. All the materials you
need to vote via the mail are enclosed in this package. Please read them
carefully, then MARK, DATE, SIGN AND PROMPTLY RETURN YOUR PROXY CARD in the
envelope provided so that your shares can be voted at the Annual Meeting in
accordance with your instructions.
Your Board of Directors and management are committed to the continued
success of Wood Bancorp, Inc. and to the enhancement of your investment. As
President and Chief Executive Officer, I want to express my appreciation for
your confidence and support.
Sincerely,
Richard L. Gordley
President and Chief Executive Officer
<PAGE>
WOOD BANCORP, INC.
124 East Court Street
Bowling Green, Ohio 43402-2259
(419) 352-3502
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 15, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Wood Bancorp, Inc. (the "Company") will be held at the Bowling
Green Country Club, 923 Fairview Avenue, Bowling Green, Ohio on October 15, 1996
at 1:00 P.M., eastern standard time.
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 ending June
30, 1997; 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 the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 12, 1996
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
A complete list of stockholders entitled to vote at the Meeting is
available for examination by any stockholder, for any purpose germane to the
Meeting, between 9:00 a.m. and 4:00 p.m. at the office of the Company located at
124 East Court Street, Bowling Green, Ohio for a period of ten days prior to the
meeting.
You are requested to complete 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
Robert E. Spitler
Chairman of the Board
Bowling Green, Ohio
September 23, 1996
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>
PROXY STATEMENT
WOOD BANCORP, INC.
124 East Court Street
Bowling Green, Ohio 43402-2259
(419) 352-3502
ANNUAL MEETING OF STOCKHOLDERS
October 15, 1996
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Wood Bancorp, Inc. (the "Company"), the
holding company for First Federal Bank (the "Bank"), of proxies to be used at
the Annual Meeting of Stockholders of the Company (the "Meeting") which will be
held at the Bowling Green Country Club, 923 Fairview Avenue, Bowling Green, Ohio
on October 15, 1996 at 1:00 P.M., eastern standard time, and all adjournments of
the Meeting. The accompanying Notice of Annual Meeting of Stockholders, this
Proxy Statement and Form of Proxy are first being mailed to stockholders on or
about September 23, 1996.
All shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted FOR the nominees and the
proposal set forth in this Proxy Statement. The Company does not know of any
matters, other than as described in the Notice of Meeting, that are to come
before the Meeting. If any other matters are properly presented at the Meeting
for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
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 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 (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to David L.
Nagel, Secretary, Wood Bancorp, Inc., 124 East Court Street, Bowling Green, Ohio
43402-2259.
Vote Required for Approval of the Proposals
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, 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 shall be the act of the stockholders.
Proxies marked to abstain with respect to a proposal have the same effect as
votes against the proposal. Broker non-votes have no effect on the vote.
One-third of the shares of the Common Stock, present in person or represented by
proxy, shall constitute a quorum for purposes of the Meeting. Abstentions and
proxies received as broker non-votes are counted for purposes of determining a
quorum.
<PAGE>
Voting Securities and Security Ownership of Certain Beneficial Owners and
Management
Stockholders of record as of the close of business on September 12, 1996 (the
"Record Date") will be entitled to one vote for each share of Common Stock then
held. As of the Record Date, the Company had 1,497,636 shares of Common Stock
issued and outstanding.
The following table sets forth certain information as of the Record Date as
to: (i) those persons and entities who were known by management to beneficially
own more than five percent of the outstanding shares of the Common Stock and
(ii) the shares of Common Stock of the Company beneficially owned by all
directors and executive officers of the Company and the Bank as a group.
Shares Beneficially Percent of
Beneficial Owners Owned Class
----------------- ----- -----
Wood Bancorp, Inc.
Employee Stock Ownership Plan(1) 76,616 5.12%
124 E. Court
Bowling Green, Ohio 43402-2259
SoGen International Fund, Inc.(2) 81,450 5.44
1221 Avenue of the Americas
New York, New York 10020
Directors and executive officers
of the Company and the Bank
as a group (7 persons)(3) 283,003 18.90
- - - - - ------------------
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the
ESOP, has sole voting and investment power over the 76,616 shares held by the
Company's Employee Stock Ownership Plan (the "ESOP") which have not been
allocated to participants, and may be deemed under applicable regulations to
beneficially own such shares. Participants under the ESOP have the right to
direct the voting of the 34,820 shares allocated to their ESOP accounts. Under
the terms of the ESOP, unallocated shares are voted by the trustee in the same
proportion that participants vote the allocated shares with respect to each
matter being voting upon.
(2) As reported on a Schedule 13G dated January 31, 1995. SoGen
International Fund, a registered investment company, and Societe Generale Asset
Management Corp., its investment adviser, reported shared voting and investment
power with respect to the 81,450 shares of the Common Stock.
(3) Amount includes shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts, held on behalf
of such persons under the Bank's profit sharing plan and ESOP, 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. Amount also includes an aggregate of 40,611 restricted shares awarded
under the Recognition and Retention Plan (the "RRP") (24,366 of which have
vested as of the Record Date) and over which the holders have voting and
investment power. Holders of unvested RRP shares have voting but no investment
power over such shares. Amount also includes an aggregate of 53,726 shares
subject to options granted to such persons under the 1993 Stock Option and
Incentive Plan (the "Stock Option Plan") which are currently exercisable and
excludes an aggregate of 27,823 shares subject to options which are not
exercisable within 60 days of the Record Date.
<PAGE>
PROPOSAL I -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of six members,
each of whom is also a director of the Bank. Directors are generally elected to
serve for three-year terms or until their respective successors are elected and
qualified. The Board is divided into three classes, with one-third of the Board
generally elected on an annual basis.
The table below sets forth certain information regarding the
composition of the Company's Board of Directors, including terms of office, as
of the 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>
Shares Beneficially
Positions held with Year Term owned at Percent
the Bank and First Elected to September 12, of
Name Age the Company Director(1) Expire 1996(2) Class
- - - - - ----------------------- --- ------------- ------------- ------ --------- -------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
Richard L. Gordley 55 President, Chief 1992 1996 53,079 3.5%
Executive Officer and
Director
David L. Nagel 50 Executive Vice 1994 1996 41,175 2.7
President, Chief
Financial Officer,
Secretary and Director
DIRECTORS REMAINING IN OFFICE
Dale L. Myers 62 Director 1975 1997 32,334 2.2
Randal R. Huber 39 Director 1988 1997 25,283 1.7
Michael A. Miesle 56 Director 1990 1998 21,084 1.4
Robert E. Spitler 47 Chairman of the Board 1986 1998 66,834 4.5
- - - - - -------------------
(1) Includes service as a director of the Bank.
(2) Amounts include shares held directly, as well as shares held
jointly with family members, shares held in retirement accounts, held by certain
members of the named individuals' families, held on behalf of such persons under
the Bank's profit sharing plan and ESOP, in a fiduciary capacity, as well as (a)
4,711, 5,756 and 3,837 restricted shares granted under the RRP to Mr. Gordley,
Mr. Nagel and to each other director, respectively, (60% of which have vested to
date) and (b) 16,311, 7,676 and 5,997 shares granted to Mr. Gordley, Mr. Nagel
<PAGE>
<CAPTION>
and to each other director, respectively, subject to options which are currently
exercisable, with respect to which shares the respective directors may be deemed
to have sole or shared voting and investment power. Amounts exclude 10,872,
5,116 and 1,998 shares granted to Mr. Gordley, Mr. Nagel and to each other
director, respectively, subject to options which are not exercisable within 60
days of the Record Date.
</TABLE>
The principal occupation of each director of the Company is set forth
below. Each director has held his present position for at least five years
unless otherwise indicated.
Michael A. Miesle - Mr. Miesle has been the Chief Executive Officer of
Wood County Hospital, a general service hospital, since 1988. Mr. Miesle is
currently a member of the Bowling Green Rotary Club, a member of the St.
Aloysius Church Finance Committee, and the Owens Technical College Health
Advisory Committee.
Robert E. Spitler - Mr. Spitler was elected Chairman of the Board of
the Company and the Bank upon the retirement of Robert S. Beattie, effective
January 1994. Mr. Spitler has been a partner in the law firm of Spitler,
Vogtsberger & Huffman since 1974. Spitler, Vogtsberger & Huffman is a general
law practice with five partners. Mr. Spitler is a member of several legal
professional organizations, a former trustee of the Bowling Green Chamber of
Commerce, and a co-founder and second vice-president of the Bowling Green
Community Development Foundation. He also serves as the President of the Board
of Trustees of the Wood County Children Services Association.
Richard L. Gordley - Mr. Gordley assumed his current position with
First Federal in October 1992. From July 1991 to October 1992, he was area
president and district executive for BancOhio National Bank in New Philadelphia
and Newark, Ohio. From 1988 to 1991, he was a currency management systems
consultant for Inter Innovation LeFebure Company.
David L. Nagel, C.P.A. Mr. Nagel has served as Executive Vice President
of the Bank since 1985 and Chief Financial Officer of the Bank since 1993. Prior
to being named Chief Financial Officer, Mr. Nagel served as Treasurer of the
Bank since 1977. Mr. Nagel is the Bank's chief financial and accounting officer,
responsible for developing and implementing financial plans and policies of the
Bank, and supervising the accounting functions of the Bank.
Dale L. Myers - Mr. Myers is a pharmacist for Heartland Healthcare
Services. Previously, Mr. Myers served as director of administration for
Pharmacy Card, Inc., a third party administrator of self-funded prescription
drug programs, from 1988 through June 1994. Mr. Myers has served 12 years on the
Rossford Board of Education, 10 years on the Rossford Civil Service Commission
and 12 years on the Owens Technical College Board of Trustees.
Randal R. Huber - Mr. Huber is an officer and an owner of Huber,
Harger, Welt & Smith Insurance Agency, Inc. He holds a Certified Insurance
Counselor designation and has been employed with the Agency since 1979.
Meetings and Compensation of the Board of Directors and Committees
The Board of Directors of the Company. Meetings of the Company's Board
of Directors are generally held on a quarterly basis. The Board of Directors met
seven times during the fiscal year ended June 30, 1996. During fiscal 1996, no
<PAGE>
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. Each non-employee
director of the Company receives $200 for each Board meeting he attends.
The Company has standing Executive and Audit Committees.
The Company's Executive Committee meets as is necessary to address
matters arising between regular Board meetings. Directors Spitler (Chairman),
Huber and Gordley serve on the Executive Committee. This Committee did not meet
during fiscal 1996.
The Company's Audit Committee is responsible for selecting the
Company's independent accountants and meeting with the independent accountants
to outline the scope and review the results of the annual audit. Directors
Spitler (Chairman), Huber and Myers serve on the Audit Committee, which did not
meet during fiscal 1996; rather, the entire Board of Directors performed its
function.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any stockholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Company. Pursuant to the Company's Bylaws, nominations by stockholders
generally must be delivered in writing to the Secretary of the Company at least
30 days prior to the date of the annual meeting.
The Board of Directors of the Bank. The Bank's Board of Directors
generally meets monthly and may have additional special meetings. The Board of
Directors met 13 times during the fiscal year ended June 30, 1996. During fiscal
1996, 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.
Each non-employee director of the Bank receives $600 per month, except
for Director Spitler (Chairman) who receives $1,200 per month. Each non-employee
director also receives $250 for each Board meeting he attends and a fee of $50
for each committee meeting he attends. The Board of Directors of the Bank has
standing Executive, Audit, Investment, Personnel, CRA and Security Committees.
The Bank's Executive Committee exercises the powers of the full Board
of Directors between board meetings, to the extent permitted under applicable
law. The Executive Committee meets weekly to review loan requests, set liability
rates and consider asset/liability issues. This Committee is composed of
Directors Spitler (Chairman), Huber and Gordley. The Executive Committee met 52
times during fiscal 1996.
The Audit Committee is responsible for selecting the Bank's independent
accountants and meeting with the independent accountants to outline the scope
and review the results of the annual audit. The current members of this
committee are Directors Spitler (Chairman), Myers and Huber. This Committee did
not meet during the year ended June 30, 1996; rather, the entire Board of
Directors performed its function.
The Investment Committee meets monthly to review purchases and sales of
investments by the Company and the Bank and to review investment strategies. The
<PAGE>
members of this committee are Directors Huber (Chairman), Spitler, Miesle and
Gordley. This Committee held 12 meetings during fiscal 1996.
The Personnel Committee establishes and reviews compensation, bonuses,
benefits and the personnel policies of the Bank. The current members of this
committee are Directors Miesle (Chairman), Gordley, Myers and Huber. This
Committee meets at least annually on an as needed basis. This Committee met two
times during the year ended June 30, 1996.
The CRA Committee meets yearly to assess the Bank's identification of
and provisions for the credit needs of its market area. The members of this
committee are Directors Gordley (Chairman) and Nagel and officers Striggow,
Weaks and Verbosky. This Committee held one meeting during fiscal 1996.
The Security Committee meets at least annually to review security
procedures. The current members of this committee are Directors Myers
(Chairman), Miesle and Gordley and officer Striggow. This Committee met two
times during the year ended June 30, 1996.
Executive Compensation
The following table sets forth, for the fiscal years ended June 30,
1996, 1995 and 1994, the compensation paid by the Bank to, or accrued for the
benefit of, the Chief Executive Officer. No other executive officer of the Bank
earned, or was paid, in excess of $100,000 during fiscal 1996. Officers of the
Company are not paid for their service in such capacity.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation
Awards
Restricted
Name and Stock Options/ All Other
Principal Salary Bonus Award(s) SARs Compensation
Position Year ($) ($) ($) (#) ($)(1)
-------- ---- --- --- --- --- ------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Gordley, 1996 $112,852 $20,000(2) $ --- --- $28,837
President and Chief Executive
Officer 1995 125,111 ---(2) --- --- 32,261
1994 93,710 15,000 98,070(3) 18,122(4) 11,880
(1) Represents (i) a contribution of $11,294 by the Bank to the profit
sharing plan, a contribution of $17,288 to Mr. Gordley's account under
the ESOP and a $255 insurance premium paid by the Bank on behalf of Mr.
Gordley in fiscal 1996, (ii) a contribution of $13,826 to the profit
sharing plan, a contribution of $18,180 to Mr. Gordley's account under
the ESOP and a $255 insurance premium paid by the Bank on behalf of Mr.
Gordley in fiscal 1995 and (iii) a contribution of $11,625 to the
profit sharing plan and a insurance premium of $255 paid on behalf of
Mr. Gordley in fiscal 1994.
(2) Mr. Gordley received a bonus for his service during fiscal 1995 of
$20,000 which was paid during fiscal 1996. The amount of bonus received
for service during fiscal 1996 has not yet been determined.
<PAGE>
<CAPTION>
(3) Represents the value on the date of grant of an award of restricted
stock granted to Mr. Gordley under the RRP during fiscal 1994. At June
30, 1996, the market value of the unvested portion of such shares (or
3,924 shares) was $74,556, based on the closing price of $19.00 per
share for the Common Stock on such date. The restricted stock vests,
subject to certain conditions, in equal installments over a five year
period, with the first installment vesting six months after the
completion of the Bank's conversion from mutual to stock form (the
"Conversion") and each subsequent installment vesting on each
anniversary of such date. As of the Record Date, 60%, or 5,883 shares,
of the restricted stock granted to Mr. Gordley have vested. During the
restricted period, holders of restricted stock are entitled to receive
any dividends paid on such shares.
(4) Represents an award of 18,122 shares of Common Stock subject to options
granted under the Stock Option Plan to Mr. Gordley during fiscal 1994.
</TABLE>
The following table sets forth information concerning the number and
value of unexercised stock options held by the Chief Executive Officer at June
30, 1996. No stock options were exercised by the Chief Executive Officer during
fiscal 1996. All options granted to date expire ten years from the date of grant
and have exercise prices per share equal to the market price per share of the
Common Stock on the date of grant.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
---------- ----------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Gordley N/A N/A 7,248 10,874 $65,232* $97,866*
* Represents the aggregate market value of incentive stock options to
purchase 7,248 shares and 10,874 shares, respectively, of Common Stock
(market price less the exercise price of $10.00 per share), awarded to
Mr. Gordley, based upon the average of the closing bid and asked price
of $19.00 per share of the Common Stock on June 30, 1996. On August 31,
1995, 40%, or 7,248 shares subject to the option, became exercisable.
On August 31, 1996, an additional 20% became exercisable.
</TABLE>
Employment Agreement
The Bank has entered into an employment agreement with its Chief
Executive Officer, Richard L. Gordley. The agreement was approved by the Office
of Thrift Supervision (the "OTS") as part of the Conversion, which was
consummated on August 31, 1993. Mr. Gordley's employment agreement became
effective upon completion of the Conversion and provides for annual base salary
<PAGE>
in an amount not less than his current salary and an initial term of three
years. The agreement provides for extensions of one year (in addition to the
then-remaining term under the agreement) on each anniversary of the effective
date of the agreement, subject to a formal performance evaluation of Mr. Gordley
performed by disinterested members of the Board of Directors of the Bank. The
agreement provides for termination upon Mr. Gordley's death, for cause or in
certain events specified by regulations of the OTS. The employment agreement is
also terminable by Mr. Gordley upon 90 days notice to the Bank.
The employment agreement provides for payment to Mr. Gordley of his
salary for the remainder of the term of the agreement, plus up to 299% of his
base compensation, in the event there is a "change in control" of the Bank where
employment terminates involuntarily in connection with such change in control or
within 12 months thereafter. However, this termination payment is subject to
reduction by the amount of all other compensation to Mr. Gordley deemed for
purposes of the Internal Revenue Code of 1986, as amended (the "Code") to be
contingent on a "change in control," and may not exceed three times his average
annual compensation over the most recent five-year period or be non-deductible
by the Bank for federal income tax purposes. For the purposes of the employment
agreement, a "change in control" is defined as any event which would require the
filing of an application for acquisition of control or notice of change in
control pursuant to 12 C.F.R. ss. 574.3. Such events are generally triggered by
the acquisition or control of 10% of the Common Stock. The agreement also
guarantees participation in an equitable manner in employee benefits applicable
to executive personnel. If a change in control were to occur as of September 12,
1996, Mr. Gordley would be entitled to receive $283,400 under the employment
agreement.
Indebtedness of Management
The Bank has followed a policy of granting to its officers and
directors consumer loans and loans secured by the borrower's personal residence.
The loans to executive officers and directors are made in the ordinary course of
business and on the same terms and conditions as those of comparable
transactions prevailing at the time, in accordance with the Bank's underwriting
guidelines and subject to OTS regulations, and do not involve more than the
normal risk of collectibility or present other unfavorable features. Loans to
executive officers and directors must be approved by a majority of the
disinterested directors and loans to other officers and employees must be
approved by the Bank's executive loan committee.
Certain Transactions
The law firm of Spitler, Vogtsberger & Huffman, of which Chairman
Robert E. Spitler is a partner, serves as general counsel to the Company and the
Bank. During the fiscal year ended June 30, 1996, legal fees paid by the Company
and the Bank to such firm totalled approximately $69,000.
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has heretofore renewed the Company's arrangement
for Crowe, Chizek and Company LLP to be its auditors for the 1997 fiscal year,
subject to the ratification of the appointment by the 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 or she so desires.
<PAGE>
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, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office, 124 East
Court, Bowling Green, Ohio 43402-2259 no later than May 27, 1997. 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.
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 may solicit proxies
personally or by telegraph or telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Robert E. Spitler
Chairman of the Board
Bowling Green, Ohio
September 23, 1996
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REVOCABLE PROXY
WOOD BANCORP, INC.
[ ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
October 15, 1996
The undersigned hereby appoints the Board of Directors of Wood Bancorp, Inc.
(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 October 15, 1996 at the the Bowling
Green Country Club, 923 Fairview Avenue, Bowling Green, Ohio at 1:00 P.M.,
Eastern Standard Time, and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below:
RICHARD L. GORDLEY
DAVID L. NAGEL
[ ] For [ ] Withhold [ ] Except
INSTRUCTION:To withhold authority to vote for any individual nominee, mark
"Except"and write that nominee's name in the space provided below.
- - - - - --------------------------------------------------------------------------------
II. The ratification of the appointment of Crowe, Chizek and Company as auditors
for the Company for the fiscal year ending June 30, 1997.
[ ] 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 thereof.
The Board of Directors recommends a vote "FOR" the nominees and
the proposal listed above.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED ABOVE AND THE PROPOSAL STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT THEMEETING, 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.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
WOOD BANCORP, INC.
Should the above signed be present and elect to vote at the Annual Meeting or
at any adjournment thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
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 a Notice of the Annual Meeting, a Proxy Statement dated
September 23, 1996 and the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1996.
Please sign exactly as your name(s) appear(s) on this proxy card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
__________________________________
Date
__________________________________
Stockholder sign above
__________________________________
Co-holder (if any) sign above
PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
