SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ 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 ss. 240.14a-11(c) or ss. 240.14a-12
Wood Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
<PAGE>
WOOD BANCORP, INC.
124 East Court Street
Bowling Green, Ohio 43402-2259
(419) 352-3502
September 22, 1997
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 21, 1997 at 1:00 P.M., eastern
standard time. This Annual Meeting will include management's report to you on
the Company's 1997 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 21, 1997
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 County Club, 923 Fairview Avenue, Bowling Green, Ohio on October 21, 1997
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 amendment to the Company's Certificate of Incorporation to
increase the number of authorized shares of common stock from
2,500,000 to 5,000,000;
3. The ratification of the appointment of Crowe, Chizek and Company LLP
as auditors for the Company for the fiscal year ending June 30,
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 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 15, 1997
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.
<PAGE>
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 22, 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>
PROXY STATEMENT
WOOD BANCORP, INC.
124 East Court Street
Bowling Green, Ohio 43402-2259
(419) 352-3502
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1997
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 21, 1997 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 22, 1997.
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. Approval of the amendment to the certificate of incorporation
requires the affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote thereon. In all other matters, 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. 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.
Voting Securities and Security Ownership of
Certain Beneficial Owners and Management
Stockholders of record as of the close of business on September 15, 1997 (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 2,118,538 shares of Common Stock
issued and outstanding.
1
<PAGE>
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.
<TABLE>
<CAPTION>
Shares Beneficially Percent of
Beneficial Owners Owned Class
----------------- ------------------- ----------
<S> <C> <C>
Wood Bancorp, Inc.
Employee Stock Ownership Plan(1) 89,574 4.23%
124 E. Court
Bowling Green, Ohio 43402-2259
Directors and executive officers
of the Company and the Bank 485,510 22.92
as a group (8 persons)(2)
</TABLE>
- ------------------
(1) First Bankers Trust Co., N.A., Quincy, Illinois, the trustee of the
ESOP, has sole voting and investment power over the 89,574 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 77,578 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) 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 63,166 restricted shares awarded
under the Recognition and Retention Plan (the "RRP") (48,732 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 108,950 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 20,871 shares subject to options which are not
exercisable within 60 days of the Record Date.
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.
2
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially
Positions held with Year Term owned at Percent
the Bank and First Elected to September 15, of
Name Age the Company Director(1) Expire 1997(2) Class
- ----------------------- --- ------------- ------------- ------ --------- -------
<S> <C> <C> <C> <C> <C>
NOMINEES
- --------
Dale L. Myers 63 Director 1975 2000 39,094 1.8%
Randal R. Huber 40 Director 1988 2000 41,935 2.0
DIRECTORS REMAINING IN OFFICE
- -----------------------------
Michael A. Miesle 57 Director 1990 1998 34,622 1.6
Robert E. Spitler 48 Chairman of the Board 1986 1998 103,247 4.9
Richard L. Gordley 56 President, Chief 1992 1999 92,750 4.4
Executive Officer and
Director
David L. Nagel 51 Executive Vice 1994 1999 69,446 3.3
President, Chief
Financial Officer,
Secretary and Director
</TABLE>
- -------------------
(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)
22,065, 8,633 and 5,756 restricted shares granted under the RRP to Mr. Gordley,
Mr. Nagel and to each other director, respectively, (80% of which have vested to
date) and (b) 40,774, 19,188 and 11,992 shares granted to Mr. Gordley, Mr. Nagel
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 8,155 and
3,838 shares granted to Mr. Gordley and Mr. Nagel, subject to options which are
not exercisable within 60 days of the Record Date.
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.
Dale L. Myers - Mr. Myers is senior staff pharmacist for Heartland
Healthcare Services, a long-term, managed care pharmacy servicing residents of
HCR (Heartland) nursing homes in the Ohio and Michigan area. He is a member of
the American Society of Consultant Pharmacists, the Ohio Pharmacists Association
and the Toledo Academy of Pharmacy. Previously, Mr. Myers served as Director of
Administration for Pharmacy-Card, Inc., a third party administrator of
self-funded prescription drug programs. Mr. Myers has served 10 years on the
Rossford Board of Education, was a charter member of the Penta-County Joint
Vocational School Board of Education, served 10 years on the City of Rossford
Civil Service Commission and 10 years on the Owens Community 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.
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 and the Owens Community
College Health Advisory Committee. He also serves as Chairman of the Hospital
Council of Northwest Ohio and Treasurer of Wood County Economic Development.
3
<PAGE>
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 & Tishkoff, LLP since 1974. Spitler, Vogtsberger, Huffman &
Tishkoff, LLP is a general law practice with seven 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 trustee of the Bowling
Green Community Development Foundation. He also serves as a trustee of the Wood
County Children Services Association and the Wood County Hospital Foundation.
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.
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
five times during the fiscal year ended June 30, 1997. During fiscal 1997, no
incumbent director of the Company attended fewer than 75% of the aggregate of
the total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. 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 1997.
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 1997; 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 14 times during the fiscal year ended June 30, 1997. During fiscal
1997, 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 $100
for each committee meeting he attends. The Board of Directors of the Bank has
standing Executive, Audit, Investment, Personnel, CRA and Security Committees.
4
<PAGE>
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 twice monthly to review loan requests and set
liability rates. This Committee is composed of Directors Spitler (Chairman),
Huber and Gordley.
The Executive Committee met 50 times during fiscal 1997.
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, 1997; rather, the entire Board of
Directors performed its function.
The ALCO meets monthly to review purchases and sales of investments by
the Company and the Bank, to review investment strategies and consider
asset/liability issues. The members of this committee are Directors Huber
(Chairman), Spitler, Miesle and Gordley. This Committee held 12 meetings during
fiscal 1997.
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
seven times during the year ended June 30, 1997.
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 1997.
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, 1997.
5
<PAGE>
Executive Compensation
The following table sets forth, for the fiscal years ended June 30,
1997, 1996 and 1995, 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 $100,000 during fiscal 1997. Officers of the
Company are not paid for their service in such capacity.
<TABLE>
<CAPTION>
============================================================================================================
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------
Long Term
Compensation
-----------------------
Annual Compensation Awards
- --------------------------------------------------------------- -----------------------
Restricted
Name and Stock Options/ All Other
Principal Salary Bonus Award(s) SARs Compensation
Position Year ($) ($) ($) (#) ($)(1)
--------- ---- ------ ----- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Gordley, 1997 $119,322 $18,000 $ --- --- $34,315
President and Chief Executive 1996 112,852 20,000(2) --- --- 28,837
Officer 1995 110,111 15,000(2) --- --- 32,261
============================================================================================================
</TABLE>
(1) Represents (i) a contribution of $14,244 by the Bank to the profit
sharing plan, a contribution of $16,495 to Mr. Gordley's account under
the ESOP and a $3,576 insurance premium paid by the Bank on behalf of
Mr. Gordley in fiscal 1997, (ii) 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 and (iii) 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.
(2) Mr. Gordley received a bonus for his service during fiscal 1994 of
$15,000 which was paid during fiscal 1995. Mr. Gordley also received a
$20,000 bonus for service in fiscal year 1995 which was paid during
fiscal 1996, and an $18,000 bonus for service in fiscal year 1996 which
was paid during fiscal 1997. The amount of bonus received for service
during fiscal 1997 was $20,300.
6
<PAGE>
The following table sets forth information concerning the number and
value of unexercised stock options held by the Chief Executive Officer at June
30, 1997. No stock options were exercised by the Chief Executive Officer during
fiscal 1997. All options granted to date expire ten years from the date of grant
and have exercise prices per share equal to the market price per share of the
Common Stock on the date of grant.
<TABLE>
<CAPTION>
============================================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
--------------------------- ----------------------------
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 16,309 10,874 $166,433* $110,969*
============================================================================================================
</TABLE>
* Represents the aggregate market value of incentive stock options to purchase
16,309 shares and 10,874 shares, respectively, of Common Stock (market price
less the exercise price of $6.67 per share), awarded to Mr. Gordley, based
upon the closing price of $16.875 per share of the Common Stock on June 30,
1997. On September 15, 1997, 80% or 21,746 shares subject to options were
exercisable.
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
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 may be 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 15,
1997, Mr. Gordley would be entitled to receive $328,900 under the employment
agreement.
7
<PAGE>
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, 1997, legal fees paid by the Company
and the Bank to such firm totaled approximately $14,000.
II. APPROVAL OF AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved and recommends to
the stockholders an amendment to Article Fourth of the Company's certificate of
incorporation (the "Certificate") which would increase the number of shares of
common stock authorized for issuance from two million five hundred thousand
(2,500,000) to five million (5,000,000) shares. The increase in the number of
authorized shares is for general corporate purposes. The Company currently has
no plans to issue these shares. As of September 11, 1997, 2,118,538 shares of
common stock were issued and outstanding.
The principal purpose for the proposed amendment is to give the Company
greater flexibility in its financial affairs by making additional shares of
common stock available for issuance by the Company in such transactions and at
such times as the Board of Directors considers appropriate, including but not
limited to public or private offerings, stock splits or dividends, or in
connection with mergers and acquisitions or otherwise. The Company's
stockholders may or may not be given the opportunity to vote on such a
transaction, depending on the nature of the transaction, applicable law, the
rules and policies of the National Association of Securities Dealers, Inc.
applicable to Nasdaq issuing companies and the judgment of the Company's Board
of Directors regarding the submission of such transaction to a vote of the
Company's stockholders. Because stockholders do not have preemptive rights under
the Certificate, the interests of existing stockholders may (depending on the
particular circumstances in which additional capital stock is issued) be diluted
by any such issuance of common stock.
It is also possible that additional shares of common stock could be
issued for the purpose of making an acquisition by an unwanted suitor of a
controlling interest in the Company more difficult, time-consuming or costly or
to otherwise discourage an attempt to acquire control of the Company. Under such
circumstances, the availability of authorized and unissued shares may make it
more difficult for stockholders of the Company to obtain a premium for their
shares. Such authorized and unissued shares could be used to create voting or
other impediments or to frustrate a person or other entity seeking to obtain
control of the Company by means of a merger, tender offer, proxy contest or
other means. For instance, such shares could be privately placed with purchasers
who might cooperate with the Company's Board of Directors in opposing an attempt
by a third party to gain control of the Company by voting such shares against
the transaction with the third party or could be used to dilute the stock
ownership or voting rights of a person or entity seeking to obtain control of
the Company. Although the Company's Board of Directors does not currently
anticipate issuing additional shares of Common Stock for purposes of preventing
a takeover of the Company, the Company's Board of Directors reserves its right
(consistent with its fiduciary responsibilities) to issue shares for such
purpose. The Company has no present plans, understandings or agreements for the
issuance or use of the proposed additional shares of Common Stock.
8
<PAGE>
Adoption of the proposed amendment requires the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote thereon. As
soon as practicable after such vote has been taken and certified, the amendment
will be filed with the Secretary of State of Delaware and will thereupon become
effective.
The board of directors recommends that stockholders vote "for" approval
of the amendment to the company's certificate of incorporation.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
10% of a registered class of the Corporation's equity securities, to file with
the Securities and Exchange Commission (the "SEC") initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Corporation. Officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Corporation with copies of all Section
16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies
of such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, with the exception of
four purchase transactions reported late on a Statement of Changes in Beneficial
Ownership of Securities on Form 4 filed by Mr. Bick.
PROPOSAL III -- 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 1998 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.
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, 1998.
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, 1998. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended.
9
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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 22, 1997
10
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REVOCABLE PROXY
WOOD BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 21, 1997
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 21, 1997 at 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:
FOR WITHHELD
--- --------
I. The election as directors ---- ----
of all nominees listed below. ---- ----
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE IN THE NOMINEE'S NAME IN THE LIST BELOW.
DALE L. MYERS RANDAL R. HUBER
II. The approval and adoption of FOR AGAINST ABSTAIN
an amendment to the Company's ----- ------- -------
Certificate of Incorporation to
increase the number of shares
of common stock which the
Company is authorized to issue ---- ---- ----
from 2,500,000 to 5,000,000 ---- ---- ----
III. The ratification of the FOR AGAINST ABSTAIN
appointment of Crowe, ----- ------- -------
Chizek and Company as
auditors for the Company
for the fiscal year ending ---- ---- ----
June 30, 1998. ---- ---- ----
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 THE 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>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned 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 undersigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Annual Meeting, a Proxy Statement dated
September 22, 1997 and the Company's Annual Report to Stockholders for the
fiscal year ended June 30, 1997.
___________________________________________
___________________________________________
Please sign exactly as your name(s) appear(s) to the left on this card. When
signing as attorney, executor, administrator, trustee or guardian, please give
your full title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
