SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)
or ss.240.14a-12
GF Bancorp, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
(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:
_____________________________
June 24, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of GF Bancorp,
Inc., I cordially invite you to attend the 1996 Annual Meeting of Stockholders
to be held at the Bancorp's executive offices at One North Plum Street,
Germantown, Ohio 45327 on July 23, 1996, at 8:00 a.m. The attached Notice of
Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting. During the Meeting, I will also report on the
operations of the Bancorp. Directors and officers of the Bancorp, as well as
representatives of Arthur Andersen LLP, the Bancorp's independent public
accountants, will be present to respond to questions stockholders may have.
Whether or not you plan to attend the Meeting, please sign and date
the enclosed Proxy Card and return it in the accompanying postage-paid return
envelope as promptly as possible. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
John T. Baker
John T. Baker
President
<PAGE>
- - - --------------------------------------------------------------------------------
GF BANCORP, INC.
- - - --------------------------------------------------------------------------------
ONE NORTH PLUM STREET
GERMANTOWN, OHIO 45327
(513) 855-4125
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- - - --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on July 23, 1996
- - - --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders
(the "Meeting") of GF Bancorp, Inc. (the "Bancorp"), will be held at the
Bancorp's executive offices at One North Plum Street, Germantown, Ohio 45327
on July 23, 1996, at 8:00 a.m.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Bancorp; and
2. The transaction of 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 June 15, 1996,
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed Proxy Card which
is solicited by the Board of Directors and to return 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
John T. Baker
John T. Baker
President and Chief Executive Officer
Germantown, Ohio
June 24, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE BANCORP THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
- - - --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
OF
GF BANCORP, INC.
ONE NORTH PLUM STREET
GERMANTOWN, OHIO 45327
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
General
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of GF Bancorp, Inc. (the "Bancorp"), to
be used at the 1996 Annual Meeting of Stockholders of the Bancorp (the
"Meeting"), which will be held at the Bancorp's executive offices at One North
Plum Street, Germantown, Ohio 45327 on July 23, 1996, 8:00 a.m. local time.
The accompanying Notice of Meeting and this Proxy Statement are being first
mailed to stockholders on or about June 24, 1996.
At the Meeting, stockholders will consider and vote upon the election
of two directors. The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder discretionary authority to
vote the shares represented by such proxy in accordance with their best
judgment on such other business, if any, that may properly come before the
Meeting or any adjournment thereof.
Voting and Revocability of Proxies
Stockholders who execute proxies retain the right to revoke them at
any time. Unless so revoked, the shares represented by such proxies will be
voted at the Meeting and all adjournments thereof. Proxies may be revoked by
written notice to the Secretary of the Bancorp at the address above or by the
filing of a later dated proxy, in either case received prior to a vote being
taken on a particular proposal at the Meeting. A proxy will not be voted if a
stockholder attends the Meeting and votes in person. Proxies solicited by the
Board of Directors of the Bancorp will be voted in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted for the nominees for directors set forth below. The proxy confers
discretionary authority on the persons named therein to vote with respect to
the election of any person as a director where the nominee is unable to serve,
or for good cause will not serve, and matters incident to the conduct of the
Meeting.
Stockholders of record as of the close of business on June 15, 1996
(the "Voting Record Date"), are entitled to one vote for each share of Common
Stock of the Bancorp then held. As of June 15, 1996, the Bancorp had 292,958
shares of Common Stock issued and outstanding.
<PAGE>
The Certificate of Incorporation of the Bancorp provides that in no
event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns
in excess of 10% of the then outstanding shares of Common Stock (the "Limit")
be entitled or permitted to any vote with respect to the shares held in excess
of the Limit. Beneficial ownership is determined pursuant to Rule 13d-3 of the
General Rules and Regulations promulgated pursuant to the Securities Exchange
Act of 1934 (the "1934 Act"), and includes shares beneficially owned by such
person or any of his or her affiliates (as defined in the Certificate of
Incorporation), shares which such person or his or her affiliates have the
right to acquire upon the exercise of conversion rights or options and shares
as to which such person and his or her affiliates have or share investment or
voting power, but shall not include shares beneficially owned by any employee
stock ownership or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates
on the proxy that it does not have discretionary authority as to such shares
to vote on such matter (the "Broker Non-Votes") will be considered present for
purposes of determining whether a quorum is present. In the event there are
not sufficient votes for a quorum or to ratify any proposals at the time of
the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board enables a stockholder to vote for the election of the nominees proposed
by the Board, or to withhold authority to vote for one or more of the nominees
being proposed. Under Delaware law and the Bancorp's Certificate of
Incorporation and the Bylaws, directors are elected by a plurality of votes
cast, without respect to either (i) Broker Non-Votes or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld.
Voting Securities and Principal Holders Thereof
Persons and groups owning in excess of 5% of the Bancorp's Common
Stock are required by the 1934 Act to file certain reports regarding such
ownership. Based upon such reports, the following table sets forth, as of June
15, 1996, certain information as to those persons who were beneficial owners
of more than 5% of the outstanding shares of Common Stock. Management knows of
no person other than those set forth below who owns more than 5% of the
Bancorp's outstanding shares of Common Stock at June 15, 1996.
<PAGE>
<TABLE>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- - - ------------------------------------- -------------------- ---------------------
<S> <C> <C>
Steven F. Goens & Marilyn J. Goens ................ 19,063 6.51%
11451 Kley Road
Vandalia, Ohio 45377
Jeffery S. Halis .................................. 24,215 8.27%
500 Park Avenue
Fifth Floor
New York, New York 10022
John T. Baker ..................................... 21,790 7.23%
1 North Plum Street
Germantown, Ohio 45327
</TABLE>
The following table sets forth certain information with respect to the number
of Common Shares beneficially owned by each director and executive officer of
the Bancorp and by all directors and executive officers of the Bancorp as a
group as of June 15, 1996.
<TABLE>
Amount and Nature of Percent of Common
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
-------------------- ------------------------ ------------------
<S> <C> <C>
John T. Baker ...................... 21,790(3) 7.23%
Jack L. Cobb ....................... 10,894(4) 3.71%
Stephen R. Cox ..................... 10,894(5) 3.71%
Bernard W. Falldorf ................ 6,143(6) 2.09%
Thomas L. Fox ...................... 12,677(7) 4.27%
Charles E. Hacker .................. 10,643(8) 3.62%
Daniel R. Hill ..................... 7,643(9) 2.60%
Bernard R. Kokenge ................. 6,643(10) 2.26%
All directors and
executive officers
as a group
(8 people) ..................... 87,327 28.04%
</TABLE>
- - - ----------------------
(1) Each of the individuals in this table may be contacted at the address of
the Bancorp, 1 North Plum Street, Germantown, OH 45327.
(2) The beneficial owner has sole voting and dispositive power unless
otherwise indicated.
(3) Includes 3,300 shares held by Mr. Baker's spouse, with respect to which
Mr. Baker shares voting and dispositive power; 2,591 shares of restricted
stock, with respect to which Mr. Baker has voting but no dispositive
power; and 8,222 shares which may be acquired by Mr. Baker upon the
exercise of an option.
(4) Includes 370 shares of restricted stock, with respect to which Mr. Cobb
has voting but no dispositive power; and 1,027 shares which may be
acquired by Mr. Cobb upon the exercise of an option.
(Footnotes continued on following page.)
<PAGE>
(5) Includes 370 shares of restricted stock, with respect to which Mr. Cox
has voting but no dispositive power; and 1,027 shares which may be
acquired by Mr. Cox upon the exercise of an option.
(6) Includes 3,000 shares held jointly with Mr. Falldorf's spouse; 900 shares
held by Mr. Falldorf's spouse, with respect to which Mr. Falldorf shares
voting and dispositive power; 370 shares of restricted stock, with
respect to which Mr. Falldorf has voting but no dispositive power; and
1,027 shares which may be acquired by Mr. Falldorf upon the exercise of
an option.
(7) Includes 2,500 shares held by Mr. Fox's spouse, with respect to which Mr.
Fox shares voting and dispositive power; 986 shares of restricted stock,
with respect to which Mr. Fox has voting but no dispositive power; and
4,111 shares which may be acquired by Mr. Fox upon the exercise of an
option.
(8) Includes 6,412 shares held jointly with Mr. Hacker's spouse; 370 shares
of restricted stock, with respect to which Mr. Hacker has voting but no
dispositive power; and 1,027 shares which may be acquired by Mr. Hacker
upon the exercise of an option.
(9) Includes 3,365 shares held jointly with Mr. Hill's spouse; 220 shares
held by Mr. Hill's spouse, with respect to which Mr. Hill shares voting
and dispositive power; 370 shares of restricted stock, with respect to
which Mr. Hill has voting but no dispositive power; and 1,027 shares
which may be acquired by Mr. Hill upon the exercise of an option.
(10) Includes 5,000 shares held jointly with Mr. Kokenge's spouse; 370 shares
of restricted stock, with respect to which Mr. Kokenge has voting but no
dispositive power; and 1,027 shares which may be acquired by Mr. Kokenge
upon the exercise of an option.
Election of Directors
The Bancorp's Certificate of Incorporation requires that directors be
divided into three classes, as nearly equal in number as possible, each class
to serve for a three-year period. The Board of Directors currently consists of
seven members. Three directors will be elected at the Meeting, each to serve
for a three-year term, as noted below, or until their respective successors
have been elected and qualified.
Stephen R. Cox and Bernard W. Falldorf have each been nominated by
the Board of Directors to serve as directors. Each of the nominees is
currently a member of the Board. It is intended that the persons named in the
proxies solicited by the Board of Directors will vote for the election of the
named 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, or the size of the Board of Directors may be
reduced to eliminate the vacancy. At this time, the Board of Directors knows
of no reason why any nominee might be unavailable to serve.
The following table sets forth certain information regarding each
nominee and each director continuing in office. Each director of the Bancorp
is also a member of the Board of Directors of Germantown Federal Savings Bank
(the "Savings Bank"), the Bancorp's wholly-owned subsidiary.
<PAGE>
<TABLE>
Year First Elected or Current
Appointed (2) Term to
Name Age (1) Expire
BOARD NOMINEES FOR TERM TO EXPIRE IN 1999
<S> <C> <C> <C>
Stephen R. Cox 42 1989 1996
Bernard W. Falldorf 63 1979 1996
DIRECTORS CONTINUING IN OFFICE
John T. Baker 49 1970 1997
Jack L. Cobb 64 1976 1998
Charles E. Hacker 69 1972 1997
Daniel R. Hill 50 1990 1998
Bernard R. Kokenge 56 1979 1998
</TABLE>
- - - ---------------
(1) At March 31, 1996.
(2) Refers to the year the individual first became a director of the Savings
Bank. All of such individuals became directors of the Bancorp in 1993 and
are also directors of the Savings Bank.
The principal occupation of each nominee and director of the Bancorp for
the last five years is set forth below.
Stephen R. Cox is the President of LaserMike, Inc., a Dayton, Ohio,
manufacturer of electro-optical measuring instruments. Prior to becoming
President of LaserMike, Inc., in 1989, Mr. Cox served as its Treasurer from
1982 to 1988.
Bernard W. Falldorf is an auctioneer and also a realtor in the New
Lebanon, Ohio, area.
John T. Baker is the President and Chief Executive Officer of the
Bancorp. Mr. Baker has been with the Savings Bank since 1968 as managing
officer and has been the President and Chief Executive Officer since 1976. In
1993, Mr. Baker was also elected Chairman of the Savings Bank's Board of
Directors. Mr. Baker first served as Secretary and Treasurer and then as the
Executive Vice President of the Savings Bank.
Jack L. Cobb serves as the President and Chief Executive Officer of Henny
Penny Corporation, a position he has held since 1976. Henny Penny Corporation
is a food service equipment manufacturer located in Eaton, Ohio.
Charles E. Hacker has been retired for the past six years. Prior to
retirement, Mr. Hacker, a pharmacist, served as part owner of a pharmacy
located in Germantown, Ohio.
<PAGE>
Daniel R. Hill has served, since 1994, as a Senior Director, Software
Engineering, and from 1991 to 1994, as Senior Director, Production Systems, of
LEXIS-NEXIS, a division of Reed Elsevier, plc., an electronic publisher
located in Dayton, Ohio. For more than two decades prior to 1991, Mr. Hill
served as a Manager of Operations and Technology and was responsible for
various computer operations with two employers in Miamisburg, Ohio.
Dr. Bernard R. Kokenge has been, since 1990, the owner of BRK Associates,
Inc., a management consulting firm operating out of Farmersville, Ohio.
Between 1986 and 1990, Dr. Kokenge was a Vice President in the areas of
planning and program development with Kentucky Christian College. Dr. Kokenge
has 22 years of management experience with Monsanto Research Corporation at
Mound Laboratories, where he served as Associate Director of the laboratory.
Meetings and Committees of the Board of Directors
The Board of Directors met twelve times during the fiscal year ended
March 31, 1996. The Board of Directors of the Bancorp has a Stock Option Plan
Committee. The Stock Option Plan Committee consists of Directors Cobb, Cox and
Kokenge. The Stock Option Plan Committee administers the 1993 Stock Option
Plan in accordance with its terms. The Stock Option Plan Committee did not
meet during fiscal 1996. During fiscal year 1996, no incumbent director of the
Bancorp attended fewer than 75% of the aggregate of all meetings of the Board
of Directors and all meetings of committees of the Board of Directors of which
such director was a member.
The Savings Bank's Board of Directors generally meets monthly and may
have additional special meetings upon request of the Chairman of the Board,
the President or one-third of the directors. The Board of Directors of the
Savings Bank met 12 times during the year ended March 31, 1996.
The Board of Directors of the Savings Bank has an Audit Committee, a
Compensation Committee, and a Management Stock Bonus Plan Committee. The
Savings Bank has no executive committee or nominating committee. The Board of
Directors selects members for service on all committees. During fiscal year
1996, no director of the Savings Bank attended fewer than 75% of the aggregate
of all meetings of the Board of Directors and all meetings of committees of
the Board of Directors of which such director was a member.
The Audit Committee consists of Directors Cox (Chairman), Falldorf and
Hacker. The Audit Committee is responsible for recommending the appointment of
the Savings Bank's independent public accountants and meeting with such
accountants with respect to the scope and review of the annual audit. The
Audit committee also ascertains the adequacy of accounting, financial and
operating controls of the Savings Bank. The Audit Committee met twice during
fiscal 1996.
<PAGE>
The Compensation Committee consists of Directors Hill (Chairman), Cobb
and Kokenge. The Compensation Committee is responsible for reviewing and
recommending wage adjustments and other employee benefits to the Board of
Directors. The Compensation Committee formally met one time during fiscal
1996.
The Management Stock Bonus Plan Committee consists of Directors Cobb, Cox
and Kokenge. The Management Stock Bonus Plan Committee administers the Savings
Bank's Management Stock Bonus Plans A and B in accordance with their terms.
The Management Stock Bonus Plan Committee did not meet during fiscal 1996.
Directors' Compensation
Each member of the Board of Directors of the Savings Bank currently
receives a retainer of $250 per month and $250 per meeting attended. Directors
do not presently receive fees for service as directors of the Bancorp. The
Savings Bank paid a total of $47,500 in directors' fees for the fiscal year
ended March 31, 1996.
Executive Officers and Compensation
The Bancorp has not paid any compensation to its executive officers since
its formation. The executive officers of the Bancorp are John T. Baker, the
President and Chief Executive Officer, and Thomas L. Fox, the Vice President
and Treasurer. Mr. Fox, who is 41 years old, is also a director, the Vice
President and the Treasurer of the Savings Bank and has been employed by the
Savings Bank since 1977.
The executive officers of the Bancorp also hold similar positions with
the Savings Bank for which they receive compensation from the Savings Bank.
The following table sets forth for the fiscal years ended March 31, 1996,
1995, and 1994, certain information as to the total compensation received by
John T. Baker, the President and the Chief Executive Officer of the Bancorp,
for services in all capacities. No other officer of the Bancorp who served in
any capacity during such periods received total cash compensation in excess of
$100,000.
<TABLE>
Summary Compensation Table
- - - -------------------------------------------------------------------------- ----------------------------- --------------
Long Term Compensation
-----------------------------
Annual Compensation Awards
- - - -------------------------------------------------------------------------- -----------------------------
- - - ----------------------- -------- ------------ ---------- ----------------- ----------- -----------------
Restricted Securities All Other
Name and Principal Other Annual Stock Underlying Compen-
Position Year Salary Bonus Compensation (2) Awards (3) Options (#) sation
(1) (4) (5)
- - - ----------------------- -------- ------------ ---------- ----------------- ----------- ----------------- --------------
<S> <C> <C> <C> <C> <C> <C>
John T. Baker 1996 $91,813 -- $4,199 -- -- $8,913
President and CEO 1995 $89,970 $8,500 $3,512 -- -- $14,152
1994 $90,200 $10,000 $3,747 $43,170 12,335 $12,068
- - - ----------------------- -------- ------------ ---------- ----------------- ----------- ----------------- --------------
</TABLE>
(1) Includes director fees of $6,000, $6,250 and $7,000, for fiscal years
1996, 1995 and 1994, respectively.
(2) Includes unused vacation pay and other non-cash compensation. For fiscal
years 1996, 1995 and 1994, there were no perquisites over the lesser of
$50,000 or 10% of the named executive officer's total salary and bonus
for the year.
(Footnotes continued on following page.)
<PAGE>
(3) Represents 4,317 restricted shares of Common Stock awarded in fiscal 1994
based upon the market price of $10 per share at the time of such award
under the Management Stock Bonus Plans. Awards are earned by a
participant at a rate of 20% per year for five years, as long as the
participant remains an employee or a director of the Savings Bank.
Dividends received under the MSBPs are paid to the participant currently.
At March 31, 1996, Mr. Baker held 2,591 shares of restricted stock with
an unknown aggregate fair market value due to the lack of an active
trading market for the Bancorp's stock. The book value of such stock at
March 31, 1996, was $55,914.
(4) Represents options to purchase 12,335 shares of Common Stock awarded in
fiscal 1994 under the Stock Option Plan. One-third of the options became
exercisable in fiscal 1995, one-third became exercisable in fiscal 1996
and one-third of the options will become exercisable in fiscal 1997.
(5) Consists of employer contributions to the individual's account pursuant
to the Germantown Federal Savings Bank 401(k) Plan.
The following table sets forth certain information regarding the number
and value of unexercised options held at March 31, 1996, by John T. Baker, the
President and Chief Executive Officer of the Bancorp.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and March 31, 1996 Option/SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-Money Options/SARs
March 31, 1996 (#) at March 31, 1996(1)
Name Shares Acquired
on Exercise (#) Value Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C> <C>
John T. Baker -0- -0- 8,222/4,113 $95,211/$47,629
</TABLE>
- - - -----------------------
(1) An option is "in-the-money" if the fair market value of the underlying
stock exceeds the exercise price of the option. The figure represents the
value of such options, determined by multiplying the number of
unexercised options by the difference between the $10 per share exercise
price and the $21.58 per share book value of the Bancorp's Common Stock
on March 31, 1996. The fair market value of the Bancorp Common Stock at
March 31, 1996, is not known because no established market for the
Bancorp's Common Stock existed at March 31, 1996, the Bancorp's common
shares were not traded on any securities exchange and the prices at which
its shares were traded were not regularly quoted by a national quotation
service.
Employment Agreements
The Savings Bank has entered into employment agreements with John T.
Baker, President and Chief Executive Officer of the Savings Bank, and Thomas
L. Fox, Vice President and Treasurer. The employment agreements are for terms
of three years at the then current salary levels. The agreements may be
terminated by the Savings Bank for "just cause" as defined in the agreements.
If the Savings Bank terminates the employee without just cause, the employee
will be entitled to a continuation of his salary from the date of termination
for a period of 18 months thereafter. The employment agreements also contain
provisions stating that in the event of termination of employment in
connection with, or within one year after, any change in control of the
Savings Bank, the employee will be paid in a lump sum an amount equal to 2.99
times the employee's average compensation received during the prior five
calendar years. The agreements may be renewed annually by the Board of
Directors upon a determination of satisfactory performance within the Board's
sole discretion.
<PAGE>
Stock Option Plan
At the 1994 Annual Meeting of Stockholders of the Bancorp, the
stockholders ratified the adoption by the Board of Directors of the Bancorp of
the GF Bancorp, Inc. 1993 Stock Option Plan (the "Option Plan"). Pursuant to
the Option Plan, options to purchase shares of Bancorp common stock were
awarded in 1993 to the directors and executive officers of Bancorp. The
exercise price of such options is $10 per share. One-third of each such option
became exercisable on January 19, 1995; two-thirds of each option became
exercisable on September 17, 1995; and each option will be exercisable in full
on September 17, 1996.
The Option Plan provides, however, that an incentive stock option,
which can be awarded only to employees of the Bancorp or the Savings Bank and
which were awarded to the executive officers of the Bancorp, becomes
immediately exercisable in full upon the death of the optionee. A
non-incentive stock option, the type awarded to the non-employee directors of
the Bancorp, does not automatically become exercisable upon the death of the
optionee but may become so exercisable in the discretion of the Stock Option
Committee. The Stock Option Committee also has the discretion at any time to
accelerate the exercise date of options previously granted.
The Option Plan also provides that options become immediately
exercisable upon a change in control or imminent change in control of the
Bancorp. In the event of a change in control or imminent change in control of
the Bancorp, the optionee also may, in the discretion of the Stock Option
Committee, be entitled to receive cash in an amount equal to the fair market
value of the stock subject to the option less the option exercise price. For
purposes of this accelerated vesting provision, a "change in control" means,
generally, the execution of an agreement for the sale of all, or a material
portion, of the assets of the Bancorp or for the merger or recapitalization of
the Bancorp, a change in control as defined or determined by the Office of
Thrift Supervision or the acquisition, directly or indirectly, of the
beneficial ownership of 25% or more of the outstanding voting securities of
the Bancorp by any person, trust, entity or group. An "imminent change in
control" means any offer or announcement by any person to acquire control of
the Bancorp.
Management Stock Bonus Plan
At the 1994 Annual Meeting of Stockholders of the Bancorp, the
stockholders also ratified the adoption by the Board of Directors of the
Bancorp of the Germantown Federal Savings Bank Management Stock Bonus Plan and
Trust Agreement (the "MSBP"). Pursuant to the MSBP and upon the consummation
of the conversion of the Savings Bank to stock form in 1993, restricted shares
of Bancorp common stock were awarded to the directors and executive officers
of the Bancorp. Such awards were made with no payment required by the
recipients. Such shares are earned and become nonforfeitable at the rate of
20% per year commencing one year after the date of the awards. All awards are
deemed immediately earned, however, upon the death or disability of the
recipient, upon a change in control or imminent change in control of the
Bancorp or the Savings Bank, as described with respect to the Option Plan, and
in the case of awards to directors who are not employees, upon the director's
retirement from service as a director with at least 10 years of service as a
director of the Savings Bank.
<PAGE>
Certain Transactions with Management and Others
The Savings Bank, like many financial institutions, has followed a
policy of granting various types of loans to officers, directors and
employees. The loans have been made in the ordinary course of business and on
substantially the same terms and conditions which apply to the Savings Bank's
other customers, and do not involve more than the normal risk of
collectibility, nor present other unfavorable features. All loans by the
Savings Bank to its directors and executive officers are subject to
regulations of the Office of Thrift Supervision ("OTS") restricting loans and
other transactions with affiliated persons of the Savings Bank. All such loans
to executive officers, directors and other affiliates must be made on terms
and conditions comparable to those for similar transactions with
non-affiliates. In addition, loans to an affiliate must be approved in advance
by a disinterested majority of the Board of Directors or be within other
guidelines established as a result of OTS regulations.
Auditors
The Board of Directors has selected Arthur Andersen LLP as the
auditors of the Bancorp for the current fiscal year. Arthur Andersen LLP has
audited the books of the Bancorp since its inception in 1993 and the Savings
Bank since 1984. A representative of Arthur Andersen LLP is expected to be
present at the Annual Meeting to respond to stockholders' questions and will
have the opportunity to make a statement if he or she so desires.
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 matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting such
proxies.
Miscellaneous
The cost of soliciting proxies will be borne by the Bancorp. The
Bancorp 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
solicitations by mail, directors, officers and regular employees of the
Bancorp may solicit proxies personally or by telegraph or telephone without
additional compensation. If deemed appropriate at a future date, the Bancorp
may retain the assistance of a third party to assist in the solicitation of
proxies at a cost not anticipated to exceed $3,000, plus reimbursement of
certain incurred expenses.
<PAGE>
The Bancorp's 1996 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on June 15, 1996. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Bancorp.
Such Annual Report is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
Stockholder Proposals
In order to be eligible for inclusion in the Bancorp'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 Bancorp's
executive offices at One North Plum Street, Germantown, Ohio 45327, no later
than February 16, 1997. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
John T. Baker
John T. Baker
President and Chief Executive Officer
Germantown, Ohio
June 24, 1996
GF BANCORP, INC.
ONE NORTH PLUM STREET, GERMANTOWN, OHIO 45327
ANNUAL MEETING OF STOCKHOLDERS
July 23, 1996
The undersigned hereby appoints the Board of Directors of GF Bancorp,
Inc. (the "Bancorp"), or its designee, with full powers of substitution, to
act as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Bancorp which the undersigned is entitled to vote at the 1996
Annual Meeting of Stockholders ("Meeting"), to be held at the Bancorp's main
office, One North Plum Street, Germantown, Ohio, on Tuesday, July 23, 1996, at
8:00 a.m. and at any and all adjournments thereof, as follows:
1. The election as directors of all nominees listed below for three-year
terms (except as marked to the contrary):
FOR VOTE WITHHELD
Stephen R. Cox and Bernard W. Falldorf |_| |_|
(INSTRUCTIONS): To withhold your vote for any individual nominee, insert
the nominee's name on the line provided below.
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2. Such attorneys and proxies are authorized to vote in their discretion
upon such other business as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors recommends a vote "FOR" the election of the
nominees listed above.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSITION 1. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- - - --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the
Bancorp at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing
a subsequently dated proxy or by notifying the Secretary of the Bancorp of his
or her decision to terminate this proxy, in either case received prior to a
vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Bancorp prior to the
execution of this proxy of a Notice of the Meeting and a Proxy Statement dated
June 24, 1996, and an Annual Report.
|_| Please check here if you plan to attend the Meeting.
Dated:______________________________________________, 1996
Please sign exactly as your name appears on this
Proxy Card. When signing as attorney, administrator,
trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
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PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
