SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
Seven Hills Financial Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
817830 10 2
(CUSIP Number)
Cynthia A. Shafer, Vorys, Sater, Seymour and Pease, Suite 2100, Atrium Two,
221 East Fourth Street, Cincinnati, Ohio 45202 (513) 723-4009
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
10/27/94, 2/23/95, 2/22/96
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. ____
Check the following box if a fee is being paid with this statement _X_.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes). Page 1 of 22 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 817830 10 2 Page 2 of 22 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Shirley A. Gluck
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
OO PF AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 16,849.4172
8. SHARED VOTING POWER: 17,169
9. SOLE DISPOSITIVE POWER: 13,235
10. SHARED DISPOSITIVE POWER: 17,169
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
34,018.4172
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.26%
14. TYPE OF REPORTING PERSON:
IN
<PAGE>
-6-
Item 1. Security and Issuer
Common Shares
Seven Hills Financial Corporation
1440 Main Street
Cincinnati, Ohio 45210
Item 2. Identity and Background
(a) Shirley A. Gluck
(b) 1440 Main Street
Cincinnati, Ohio 45210;
(c) Treasurer of Seven Hills Financial Corporation
and Seven Hills Savings Association
1440 Main Street
Cincinnati, Ohio 45210;
(d) During the last five years, Ms. Gluck has not been convicted
in a criminal proceeding;
(e) During the last five years, Ms. Gluck has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws; and
(f) Ms. Gluck is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The shares purchased by Ms. Gluck and her spouse were purchased
with IRA funds, personal savings and a bank loan. The shares awarded to Ms.
Gluck pursuant to the Seven Hills Savings Association Recognition and
Retention Plan (the "RRP") were purchased by the RRP Trust with funds of Seven
Hills Savings Association contributed to the RRP Trust. The shares purchased
by the Seven Hills Savings Association Employee Stock Ownership Plan (the
"ESOP") were purchased with the proceeds of a loan from Seven Hills Financial
Corporation.
Item 4. Purpose of Transaction
The shares and options awarded to Ms. Gluck under the RRP, the
Seven Hills Financial Corporation 1993 Stock Option and Incentive Plan and the
ESOP were received pursuant to benefit plans of the issuer. The shares held
directly by Ms. Gluck and her spouse were acquired for investment.
Item 5. Interest in Securities of the Issuer
(a) Ms. Gluck beneficially owns 34,018.4172, which is 6.26% of the
total issued and outstanding common shares of Seven Hills Financial
Corporation.
(b) Ms. Gluck has sole voting and dispositive power with respect
to 6,177 shares held in her name and in her IRA and 7,058 shares subject to a
currently exercisable option; shared voting and dispositive power with respect
to 2,797 held by her spouse in an IRA and 14,372 shares held jointly with her
spouse; and sole voting but no dispositive power with respect to 1,272 shares
awarded to her pursuant to the RRP and 2,342.4172 shares held by the ESOP in
her account.
Ms. Gluck's spouse, Wesley P. Gluck, is a Manufacturing Engineer
employed by Grote Industries, 2600 Lanier Drive, P. O. Box 1550, Madison,
Indiana 47250. He shares voting and investment power with Ms. Gluck with
respect to 14,372 shares held jointly with Ms. Gluck and 2,797 shares held in
his IRA. Mr. Gluck has not been convicted in a criminal proceeding or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws during the last five years. Mr. Gluck is a citizen of the United
States of America.
(c) All of the shares acquired by Ms. and Mr. Gluck directly or
through their IRAs were purchased on December 30, 1993, for $10 per share in
the conversion of Seven Hills Savings Association from mutual to stock form
and the issuance of shares by Seven Hills Financial Corporation in connection
therewith. The RRP shares currently held in the RRP Trust and those earned by
and distributed to Ms. Gluck were awarded to Ms. Gluck on December 30, 1993,
and January 12, 1994. The stock options were awarded to Ms. Gluck on December
30, 1993, but were not exercisable until the Stock Option Plan was approved by
the shareholders on October 27, 1994. As the RRP shares have been distributed
to Ms. Gluck on December 30, 1994, January 12, 1995, December 30, 1995 and
January 12, 1996, Ms. Gluck has held the shares in her name.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or
relationships between Ms. Gluck and any other person with respect to any
securities of the issuer, except the Seven Hills Financial Corporation 1993
Stock Option and Incentive Plan and an agreement pursuant thereto; the RRP and
two agreements pursuant thereto; the ESOP and the related ESOP Trust
Agreement; the Custodial Agreements for Ms. Gluck's IRA and that of her
spouse; and the loan documentation.
Item 7. Material to be Filed as Exhibits
Exhibit A: Seven Hills Financial Corporation 1993 Stock Option
and Incentive Plan (Incorporated by reference to
Pre-Effective Amendment No. 1 to Registration
Statement on Form S-1 filed by the issuer with the SEC
on November 3, 1993 (Exhibit 10.1))
Exhibit B: Award Agreement for an Incentive Stock Option Under
the Seven Hills Financial Corporation 1993 Stock
Option and Incentive Plan, and an Amendment thereto
Exhibit C: The Seven Hills Savings Association Recognition and
Retention Plan (Incorporated by reference to
Registration Statement on Form S-1 filed by the issuer
with the SEC on November 3, 1993 (Exhibit
10.2))
Exhibit D: The Seven Hills Savings Association Recognition and
Retention Plan Award Agreements
Exhibit E: Seven Hills Savings Association Employee Stock
Ownership Plan (Incorporated by reference to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-1 filed by the issuer with the
SEC on November 3, 1993 (Exhibit 10.3))
Exhibit F: Shirley A. Gluck's IRA Agreement (Agreement Form
attached, Custodial Agreement and Disclosure Statement
incorporated by reference to Schedule 13D filed by
James R. Maurer with the SEC on October 20, 1995
(Exhibit H))
Exhibit G: Wesley P. Gluck's IRA Agreement (Agreement Form
attached, Custodial Agreement and Disclosure Statement
incorporated by reference to Schedule 13D filed by
James R. Maurer with the SEC on October 20,
1995 (Exhibit H))
Exhibit H: Promissory Note dated December 9, 1993
Exhibit I: Promissory Note dated December 12, 1994
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 1, 1996
Date
/s/ Shirley A. Gluck
Signature
Shirley A. Gluck
Name/Title
STOCK OPTION AGREEMENT
(Incentive Stock Options)
THIS AGREEMENT is made to be effective as of December 30, 1993, by
and between Seven Hills Financial Corporation (the "COMPANY") and Shirley A.
Gluck (the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Seven
Hills Financial Corporation 1993 Stock Option and Incentive Plan (the "PLAN")
on December 9, 1993, the effective date of the PLAN; and
WHEREAS, pursuant to the provisions of the PLAN, the Board of
Directors of the COMPANY has appointed a Stock Option Committee (the
"COMMITTEE") to administer the PLAN and the COMMITTEE has determined that an
option to acquire common shares of the COMPANY, no par value (the "COMMON
SHARES"), should be granted to the OPTIONEE upon the terms and conditions set
forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties
hereto make the following agreement, intending to be legally bound thereby:
1. Grant of Option. The COMPANY hereby grants to the OPTIONEE an
option (the "OPTION") to purchase 7,058 COMMON SHARES. The OPTION is intended
to qualify as an incentive stock option (an "ISO") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION PRICE") to
be paid by the OPTIONEE to the COMPANY upon the exercise of the OPTION shall
be $10.00 per share, being 100% of the Fair Market Value (as that term is
defined in the PLAN) for the COMMON SHARES on December 30, 1993.
(B) Exercise of the OPTION. The OPTION may be exercised upon
the date of approval of the PLAN by the shareholders of the COMPANY. Subject
to the provisions of the PLAN and the other provisions of this Agreement, if
the OPTION becomes exercisable as to certain shares, it shall remain
exercisable as to those shares until the date of expiration of the OPTION
term. The OPTION may be exercised to purchase less than the total number of
COMMON SHARES subject to the OPTION at any time and from time to time. The
OPTION may not be exercised unless the COMMON SHARES issued upon such exercise
are first registered pursuant to any applicable federal or state laws or
regulations, or, in the opinion of the counsel to the COMPANY, are exempt from
such registration.
(C) OPTION Term. The OPTION shall in no event be exercisable
after the expiration of ten (10) years from the date of this Agreement.
(D) Method of Exercise. The OPTION may be exercised by
giving written notice of exercise to the COMMITTEE in care of the President of
the COMPANY stating the number of shares subject to the OPTION in respect of
which it is being exercised. Such notice shall be accompanied by payment in
full of the purchase price in cash or, if acceptable to the COMMITTEE in its
sole discretion, in COMMON SHARES already owned by the OPTIONEE or by
surrendering outstanding awards made under the PLAN.
3. Non-Assignability of the OPTION. The OPTION shall not be
assignable or transferrable by the OPTIONEE except by will or the laws of
descent and distribution, and the terms and conditions of the OPTION shall be
binding upon the executors, administrators, heirs, successors and assigns of
the OPTIONEE.
4. Incentive Stock Option Qualification.
The OPTION is intended to be an ISO under Section 422 of the
CODE. The OPTIONEE acknowledges that in order for the OPTION to qualify as an
ISO, the OPTIONEE must comply with the following additional conditions:
(A) The OPTIONEE must remain employed by the COMPANY (or a
subsidiary of the COMPANY) at least until three months before the OPTION is
exercised (or one year in the case of an OPTIONEE who is disabled within the
meaning of Section 22(e)(3) of the Code);
(B) The OPTIONEE may not dispose of the COMMON SHARES
acquired upon the exercise of the OPTION (i) within two years of the date of
the grant of the OPTION, and (ii) within one year after the date of the
exercise of the OPTION; and
(C) The aggregate fair market value (determined as of the
date of the grant of the OPTION) of the COMMON SHARES with respect to which
ISOs are exercisable under all plans of the COMPANY or a subsidiary for the
first time by the OPTIONEE shall not exceed $100,000, or such other limit as
may be required by the CODE.
In the event that the OPTIONEE does not comply with the foregoing
conditions, the OPTION will not be deemed to be an ISO under the CODE.
5. Governing Law. The rights and obligations of the OPTIONEE and
the COMPANY under this Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio (without giving effect to the
conflict of laws principles thereof) in all respects, including, without
limitation, matters relating to the validity, construction, interpretation,
administration, effect, enforcement, and remedies provisions of the PLAN and
its rules and regulations, except to the extent preempted by applicable
federal law. The OPTIONEE and the COMPANY agree to submit to the jurisdiction
of the state and federal courts of the State of Ohio with respect to matters
relating to the PLAN and this Agreement and agree not to raise or assert the
defense that such forum is not convenient.
6. Rights and Remedies Cumulative. All rights and remedies of the
COMPANY and of the OPTIONEE enumerated in this Agreement shall be cumulative
and, except as expressly provided otherwise in this Agreement, none shall
exclude any other rights or remedies allowed by law or in equity, and each of
said rights or remedies may be exercised and enforced concurrently.
7. Captions. The captions contained in this Agreement are
included only for convenience of reference and do not define, limit, explain
or modify this Agreement or its interpretation, construction or meaning and
are in no way to be construed as a part of this Agreement.
8. Severability. If any provision of this Agreement or the
application of any provision hereof to any person or any circumstance shall be
determined to be invalid or unenforceable, then such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of each party
to this Agreement that if any provision of this Agreement is susceptible of
two or more constructions, one of which would render the provision enforceable
and the other or others of which would render the provision unenforceable,
then the provision shall have the meaning which renders it enforceable.
9. Number and Gender. When used in this Agreement, the number
and gender of each pronoun shall be construed to be such number and gender as
the context, circumstances or its antecedent may require.
10. PLAN as Controlling. All terms and conditions of the PLAN
applicable to options granted thereunder which are not set forth in this
Agreement shall be deemed incorporated herein by reference. In the event that
any provision in this Agreement conflicts with any term in the PLAN, the term
in the PLAN shall be deemed controlling.
11. Entire Agreement. This Agreement constitutes the entire
agreement between the COMPANY and the OPTIONEE in respect of the subject
matter of this Agreement, and this Agreement supersedes all prior and
contemporaneous agreements between the parties hereto in connection with the
subject matter of this Agreement. No change, termination or attempted waiver
of any of the provisions of this Agreement shall be binding upon any party
hereto unless contained in a writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed to be effective as of the date of conversion of the COMPANY
from mutual to stock form.
COMPANY:
SEVEN HILLS FINANCIAL CORPORATION
By: /s/ Arthur W. Wendel, Jr.
Its President
OPTIONEE:
/s/ Shirley A. Gluck
Shirley A. Gluck
AMENDMENT TO
STOCK OPTION AGREEMENT
THIS AGREEMENT is made to be effective as of June 6, 1996, by and
between Seven Hills Financial Corporation (the "COMPANY") and Shirley A.
Gluck (the "OPTIONEE").
WITNESSETH:
WHEREAS, in accordance with the terms and subject to the conditions of
the Seven Hills Financial Corporation 1993 Stock Option and Incentive Plan
(the "PLAN"), the COMPANY and the OPTIONEE entered into a Stock Option
Agreement dated December 30, 1993 (the "AGREEMENT"), in respect of the grant
to the OPTIONEE of an option to purchase 7,058 common shares of the COMPANY
(the "OPTION");
WHEREAS, Paragraph 7 of the PLAN provides that the terms and conditions
under which an option may be exercised after the termination of the employment
or the directorship of the OPTIONEE shall be determined by the Stock Option
Committee of the Board of Directors of the COMPANY (the "COMMITTEE"); and
WHEREAS, the COMMITTEE has determined that the termination of the
employment or the directorship of the OPTIONEE will not terminate the OPTION
or otherwise have any affect on the validity of the OPTION and that the OPTION
will remain outstanding and valid until the earlier of the full exercise of
the OPTION or the expiration of the term of the OPTION;
NOW, THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound:
1. In the event of the termination of the employment or the directorship
of the OPTIONEE, the OPTION shall not terminate or otherwise be affected and
shall remain outstanding and valid until the earlier of the full exercise of
the OPTION or the expiration of the term of the OPTION.
2. All of the terms and conditions of the AGREEMENT shall remain in
full force and effect.
3. This Amendment to Stock Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Stock Option Agreement to be executed on the date first above written.
COMPANY:
SEVEN HILLS FINANCIAL CORPORATION
By: /s/ Arthur W. Wendel, Jr.
Its President
OPTIONEE:
/s/ Shirley A. Gluck
Shirley A. Gluck
RECOGNITION AND RETENTION PLAN
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of January 12, 1994, by and
between Seven Hills Savings Association (the "COMPANY") and Shirley A. Gluck
(the "RECIPIENT").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Seven Hills
Savings Association Recognition and Retention Plan and Trust Agreement (the
"PLAN") on August 26, 1993, and amended it on November 2, 1993;
WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors
of the COMPANY has appointed a Recognition and Retention Plan Committee (the
"COMMITTEE") to administer the PLAN and to determine persons to whom awards
will be made pursuant to the PLAN and the COMMITTEE has determined that awards
of common shares of the COMPANY, no par value (the "COMMON SHARES") should be
granted to the RECIPIENT upon the terms and conditions set forth in this
Agreement; and
WHEREAS, the Board of Directors of the COMPANY has approved such
determinations of the COMMITTEE;
NOW, THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound thereby:
1. Grant of Award. The COMPANY hereby grants to the RECIPIENT an award
of 652 COMMON SHARES from the pool of COMMON SHARES held by the Trust
established by the PLAN (the "PLAN SHARES"). The RECIPIENT shall earn and be
entitled, subject to the forfeiture and other provisions of the PLAN, to the
PLAN SHARES allocated to the RECIPIENT by this award (the "AWARDED SHARES") as
follows:
a. One hundred thirty (130) of the AWARDED SHARES shall
be earned and nonforfeitable by the RECIPIENT on January 12, 1995;
b. One hundred thirty (130) of the AWARDED SHARES shall be
earned and nonforfeitable by the RECIPIENT on January 12, 1996;
c. One hundred thirty (130) of the AWARDED SHARES shall be
earned and nonforfeitable by the RECIPIENT on January 12, 1997;
d. One hundred thirty (130) of the AWARDED SHARES shall be
earned and nonforfeitable by the RECIPIENT on January 12, 1998; and
e. One hundred thirty-two (132) of the AWARDED SHARES shall be
earned and nonforfeitable by the RECIPIENT on January 12, 1999.
2. Distribution of Shares. Pursuant to and as provided in Section 7.02
of the PLAN, and subject to the other provisions of the PLAN, the AWARDED
SHARES shall be distributed to the RECIPIENT as soon as practicable after they
have been earned; provided, however, that the AWARDED SHARES shall not be
distributed unless the AWARDED SHARES are first registered pursuant to any
applicable federal or state securities laws or regulations or, in the opinion
of counsel to the COMPANY, are exempt from such registration.
3. Voting of the Shares. Pursuant to and as provided in Section 7.03 of
the PLAN, and subject to the other provisions of the PLAN, the RECIPIENT shall
be entitled to direct the voting of the AWARDED SHARES that have not yet been
earned and distributed to the RECIPIENT; provided, however, that such AWARDED
SHARES shall not be voted in respect of the shareholder approval of the PLAN
required by Section 6.05 of the PLAN.
4. Shareholder Approval. Pursuant to Section 6.05 of the PLAN, the
PLAN and this Award shall automatically terminate and shall be of no further
force or effect in the event that the shareholders of the COMPANY do not
approve the PLAN.
5. Transfer of the AWARDED SHARES. Any sale, transfer or other
distribution by the RECIPIENT of the AWARDED SHARES earned and distributed to
the RECIPIENT is subject to all applicable federal and state laws and
regulations.
6. Incorporation of the PLAN. By entering into this Agreement, the
RECIPIENT agrees to be bound by all of the terms and conditions of the PLAN,
which are incorporated by reference into this Agreement. To the extent that
any provision of this Agreement is in contradiction with any provision of the
PLAN, the applicable provision of the PLAN shall control over the applicable
provision of this Agreement.
7. Governing Law. The rights and obligations of the RECIPIENT and the
COMPANY under this Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio (without giving effect to the conflict of
laws principles thereof) in all respects, including, without limitation,
matters relating to the validity, construction, interpretation,
administration, effect, enforcement, and remedies provisions of the PLAN and
its rules and regulations, except to the extent preempted by applicable
federal law. The RECIPIENT and the COMPANY agree to submit to the jurisdiction
of the state and federal courts of the State of Ohio with respect to matters
relating to the PLAN and this Agreement and agree not to raise or assert the
defense that such forum is not convenient.
8. Duplicate Originals. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be a duplicate original,
but all of which, taken together, shall be deemed to constitute a single
instrument.
9. Captions. The captions contained in this Agreement are included
only for convenience of reference and do not define, limit, explain or modify
this Agreement or its interpretation, construction or meaning and are in no
way to be construed as a part of this Agreement.
10. Severability. If any provision of this Agreement or the application
of any provision thereof to any person or any circumstance shall be determined
to be invalid or unenforceable, then such determination shall not affect any
other provision of this Agreement or the application of said provision to any
other person or circumstance, all of which other provisions shall remain in
full force and effect, and it is the intention of each party to this Agreement
that if any provision of this Agreement is susceptible of two or more
constructions, one of which would render the provision enforceable and the
other or others of which would render the provision unenforceable, then the
provision shall have the meaning which renders it enforceable.
11. Number and Gender. When used in this Agreement, the number and
gender of each pronoun shall be construed to be such number and gender as the
context, circumstances or its antecedent may require.
12. Entire Agreement. This Agreement and the PLAN constitute the entire
agreement between the COMPANY and the RECIPIENT in respect of the subject
matter of this Agreement, and this Agreement supersedes all prior and
contemporaneous agreements between the parties hereto in connection with the
subject matter of this Agreement. No change, termination or attempted waiver
of any of the provisions of this Agreement shall be binding upon any party
hereto unless contained in a writing signed by the party to be charged.
13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the COMPANY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
COMPANY:
SEVEN HILLS SAVINGS ASSOCIATION
By: /s/ Arthur W. Wendel, Jr.
Its President
RECIPIENT:
/s/ Shirley A. Gluck
RECOGNITION AND RETENTION PLAN
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of December 30, 1993, by and
between Seven Hills Savings Association (the "COMPANY") and Shirley A. Gluck
(the "RECIPIENT").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Seven Hills
Savings Association Recognition and Retention Plan and Trust Agreement (the
"PLAN") on August 26, 1993, and amended it on November 2, 1993;
WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors
of the COMPANY has appointed a Recognition and Retention Plan Committee (the
"COMMITTEE") to administer the PLAN and to determine persons to whom awards
will be made pursuant to the PLAN and the COMMITTEE has determined that awards
of common shares of the COMPANY, no par value (the "COMMON SHARES") should be
granted to the RECIPIENT upon the terms and conditions set forth in this
Agreement; and
WHEREAS, the Board of Directors of the COMPANY has approved such
determinations of the COMMITTEE;
NOW, THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound thereby:
1. Grant of Award. The COMPANY hereby grants to the RECIPIENT an award
of 1,466 COMMON SHARES from the pool of COMMON SHARES held by the Trust
established by the PLAN (the "PLAN SHARES"). The RECIPIENT shall earn and be
entitled, subject to the forfeiture and other provisions of the PLAN, to the
PLAN SHARES allocated to the RECIPIENT by this award (the "AWARDED SHARES") as
follows:
a. Two hundred ninety-three (293) of the AWARDED SHARES
shall be earned and nonforfeitable by the RECIPIENT on December 30, 1994;
b. Two hundred ninety-three (293) of the AWARDED SHARES
shall be earned and nonforfeitable by the RECIPIENT on December 30, 1995;
c. Two hundred ninety-three (293) of the AWARDED SHARES
shall be earned and nonforfeitable by the RECIPIENT on December 30, 1996;
d. Two hundred ninety-three (293) of the AWARDED SHARES
shall be earned and nonforfeitable by the RECIPIENT on December 30, 1997; and
e. Two hundred ninety-four (294) of the AWARDED SHARES
shall be earned and nonforfeitable by the RECIPIENT on December 30, 1998.
2. Distribution of Shares. Pursuant to and as provided in Section
7.02 of the PLAN, and subject to the other provisions of the PLAN, the AWARDED
SHARES shall be distributed to the RECIPIENT as soon as practicable after they
have been earned; provided, however, that the AWARDED SHARES shall not be
distributed unless the AWARDED SHARES are first registered pursuant to any
applicable federal or state securities laws or regulations or, in the opinion
of counsel to the COMPANY, are exempt from such registration.
3. Voting of the Shares. Pursuant to and as provided in Section
7.03 of the PLAN, and subject to the other provisions of the PLAN, the
RECIPIENT shall be entitled to direct the voting of the AWARDED SHARES that
have not yet been earned and distributed to the RECIPIENT; provided, however,
that such AWARDED SHARES shall not be voted in respect of the shareholder
approval of the PLAN required by Section 6.05 of the PLAN.
4. Shareholder Approval. Pursuant to Section 6.05 of the
PLAN, the PLAN and this Award shall automatically terminate and shall be of
no further force or effect in the event that the shareholders of the COMPANY
do not approve the PLAN.
5. Transfer of the AWARDED SHARES. Any sale, transfer or other
distribution by the RECIPIENT of the AWARDED SHARES earned and distributed to
the RECIPIENT is subject to all applicable federal and state laws and
regulations.
6. Incorporation of the PLAN. By entering into this Agreement,
the RECIPIENT agrees to be bound by all of the terms and conditions of the
PLAN, which are incorporated by reference into this Agreement. To the extent
that any provision of this Agreement is in contradiction with any provision of
the PLAN, the applicable provision of the PLAN shall control over the
applicable provision of this Agreement.
7. Governing Law. The rights and obligations of the RECIPIENT and
the COMPANY under this Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio (without giving effect to the
conflict of laws principles thereof) in all respects, including, without
limitation, matters relating to the validity, construction, interpretation,
administration, effect, enforcement, and remedies provisions of the PLAN and
its rules and regulations, except to the extent preempted by applicable
federal law. The RECIPIENT and the COMPANY agree to submit to the jurisdiction
of the state and federal courts of the State of Ohio with respect to matters
relating to the PLAN and this Agreement and agree not to raise or assert the
defense that such forum is not convenient.
8. Duplicate Originals. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be a duplicate
original, but all of which, taken together, shall be deemed to constitute a
single instrument.
9. Captions. The captions contained in this Agreement are
included only for convenience of reference and do not define, limit, explain
or modify this Agreement or its interpretation, construction or meaning and
are in no way to be construed as a part of this Agreement.
10. Severability. If any provision of this Agreement or the
application of any provision thereof to any person or any circumstance shall
be determined to be invalid or unenforceable, then such determination shall
not affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of each party
to this Agreement that if any provision of this Agreement is susceptible of
two or more constructions, one of which would render the provision enforceable
and the other or others of which would render the provision unenforceable,
then the provision shall have the meaning which renders it enforceable.
11. Number and Gender. When used in this Agreement, the number
and gender of each pronoun shall be construed to be such number and gender as
the context, circumstances or its antecedent may require.
12. Entire Agreement. This Agreement and the PLAN constitute the
entire agreement between the COMPANY and the RECIPIENT in respect of the
subject matter of this Agreement, and this Agreement supersedes all prior and
contemporaneous agreements between the parties hereto in connection with the
subject matter of this Agreement. No change, termination or attempted waiver
of any of the provisions of this Agreement shall be binding upon any party
hereto unless contained in a writing signed by the party to be charged.
13. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the COMPANY.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
COMPANY:
SEVEN HILLS SAVINGS ASSOCIATION
By: /s/ Arthur W. Wendel, Jr.
Its President
RECIPIENT:
/s/ Shirley A. Gluck
The Provident Bank SELF-DIRECTED IRA One East Fourth
-----------------
IRA CENTER Account Status: Street
One East Fourth Street New Cincinnati, Ohio
Cincinnati, Ohio 45202 Change of Account 45202
Phone (513) 579-2841 Information Phone (513)
FAX (513) 763-4178 Account Number XXXXXXXX 579-2365
Fax (513) 763-4178
------------------------------------
OFFICE RR# USER ID
------------------------------------
The undersigned (hereinafter called the "Participant") hereby appoints The
Provident Bank as custodian and Provident Securities & Investment Co. (PSI) as
broker for my Self-Directed Individual Retirement Account and certify the
accuracy of the following information.
APPLICANT INFORMATION
FULL NAME |_| MR. |X| MRS. SOCIAL SECURITY # DATE OF BIRTH
|_| MS. ###-##-#### 3/10/35
Shirley A. Gluck
|X| YES I WANT MY
NAME, ADDRESS AND
|_| NO
SECURITIES
POSITION
DISCLOSED
TO ALL
THE
COMPANIES
IN WHICH
I OWN
SECURITIES
THAT ARE
REGISTERED --------------------------------------
IN STREET ADDRESS CITY STATE
NOMINEE ZIP
OR STREET 8213 Woodglen Drive Cincinnati
NAME. 45255
- ---------------------------
|_| YES ARE YOU HOME PHONE #
EMPLOYED BY AN INSURANCE 513-474-0617
|X| NO COMPANY, OH
MEMBER FIRM OR A STOCK ----------------------------------------------------
EXCHANGE, A MUNICIPAL EMPLOYER NAME AND ADDRESS
SECURITIES DEALER OR (FORMER EMPLOYER IF RETIRED)
OTHER SECURITIES BROKER Seven Hills Savings Association
OR DEALER? 1440 Main St., Cincinnati, Ohio
- -- 45210
E # |_| YES ARE YOU
A 10% OR GREATER SHARE OCCUPATION/POSITION BUSINESS PHONE
|X| NO HOLDER Treasurer (513) 621-9143
OR POLICY MAKING
OFFICER OF A PUBLICLY
TRADED
COMPANY?
If yes to
either
question,
please
provide
(name of
Company).
Also,
provide
account
numbers
of other
accounts
you or
members
of your CITIZENSHIP: (CHECK
family ONE)
have with |X|U.S. |_|
us. NON RESIDENT ALIEN
|_| RESIDENT ALIEN
|_| OTHER
TAX BRACKET ____ MARGINAL RATE INVESTMENT OBJECTIVES INVESTMENT KNOWLEDGE
ANNUAL INCOME NEW WORTH LIQUID NET WORTH
|_| INCOME |_| |_| UNITED |_| $10M - |_| $10M - |_| $10M - $25,000
|_| GROWTH SAFETY OF |_| GOOD $25,000 $25,000 |_| $25M - $50,000
|_| |_| |_| $25M - |_| $25M - |_| $51M -
SPECULATIVE PRINCIPAL EXTENSIVE $50,000 $50,000 $100,000
|_| |_| $51M - |_| $51M - |_| OVER $100,000
OTHER $100,000 $100,000
|_| OVER |_| OVER
$100,000 $100,000
SOURCE OF IRA FUNDS
CONTRIBUTORY IRA SEP/TRA TRANSFER ROLLOVER
|_| Current Year |_| |X| IRA to IRA |_| From IRA/Qualified Plan
|_| Prior Year Current |_| Due to Death |_| Death Benefit Rollover
Year |_| Due to Divorce |_| Direct Rollover
|_| |_| QDRO Rollover
Prior Year
BENEFICIARY DESIGNATION (PRIMARY BENEFICIARIES)
NAME ADDRESS RELATIONSIP SS # BIRTHDATE %
- --------------------------------------------------------------------------------
- ----------------------
Wesley P. Gluck 8213 Woodglen Drive spouse ###-##-#### 3/31/35 100
- --------------------------------------------------------------------------------
CONTINGENT BENEFICIARY(IES)
NAME ADDRESS RELATIONSIP SS # BIRTHDATE %
- --------------------------------------------------------------------------------
Stephen P. Gluck 2736 Arbor Street, son ###-##-#### 10/17/61 50
Cinti, OH
45209
Carla S. Glos 3529 Shaw Ave., Cinti, daughter ###-##-#### 12/9/65 50
OH
45208
- ----------------------------------------------------------------------------
The benefits payable hereunder shall be paid in equal shares (or percentages
indicated above) to the Primary Beneficiary(ies) who survive the Participant.
If no Primary Beneficiary(ies) survives the Participant, the payment shall be
made in equal shares (or percentages indicated above) to the Contingent
Beneficiary(ies) who survive the Participant. If percentages shown above for
surviving beneficiaries do not total 100%, benefits will be prorated in
proportion to percentages shown. This Beneficiary Designation is subject to
all of the terms and provisions of the Individual Retirement Account. This
Beneficiary Designation shall be effective only if accepted by the
Trustee/Custodian prior to the death of the Participant. The participant
understands that if he/she is over 70 1/2, changing the beneficiary
designation to name a beneficiary with a shorter life expectancy may affect
the minimum required distributions from the Individual Retirement Account. The
Participant reserves the right to change the above Beneficiary(ies) by filing
a new Beneficiary Designation with the Custodian.
CUSTODIAL FEES
Set Up Fee....................$25.00
Annual Maintenance Fee........$25.00
(Not pro-rated for less than calendar
year)
Closing Fee...................$25.00
REVOCATION
Revocation in accordance with Disclosure Statement
MUST be made in writing to custodian within seven
(7) days from date IRA account was established.
APPOINTMENT OF BROKER
I understand that I have the right and obligation to direct the investment and
reinvestment of contributions to my account and hereby appoint PSI as my agent
to execute security trades at my direction as Broker under the terms of the
Custodial Agreement. I also understand that securities held in my
self-directed IRA are not insured by the FDIC or any other agency of
government. I hereby acknowledge that BHC Securities, Inc., a NYSE Member
Firm, will be acting as agent for PSI pursuant to the Clearing Arrangement
between the two firms.
AGREEMENT TO PARTICIPATE
I hereby adopt the Individual Retirement Account Custodial Agreement which is
incorporated herein by reference and acknowledge having received and read it,
I further acknowledge having received and read the IRA Disclosure Statement
and the Prospectus (if applicable) for each investment I have elected to
invest in my IRA account. Under the penalties of perjury, I certify that the
Social Security Number on this form is true, correct and complete.
Additionally, I have read, understand and agree to the terms of the predispute
arbitration clause, a copy of which I have received, as found in paragraph 13
on the reverse side hereof.
Signature of Participant /s/ Shirley A. Gluck
Date 11/7/93
Accepted: The Provident Bank as Custodian By: /s/ [illegible]
..... Date 12/2/93
Accepted: provident Securities & Investment Company as Broker By:
/s/ [illegible]
..... Date 12/2/93
- ------------ -------
The Provident Bank SELF-DIRECTED IRA One East Fourth
-----------------
IRA CENTER Account Status: Street
One East Fourth Street New Cincinnati, Ohio
Cincinnati, Ohio 45202 Change of Account 45202
Phone (513) 579-2841 Information Phone (513)
FAX (513) 763-4178 Account Number XXXXXXXX 579-2365
Fax (513) 763-4178
------------------------------------
OFFICE RR# USER ID
------------------------------------
The undersigned (hereinafter called the "Participant") hereby appoints The
Provident Bank as custodian and Provident Securities & Investment Co. (PSI) as
broker for my Self-Directed Individual Retirement Account and certify the
accuracy of the following information.
APPLICANT INFORMATION
FULL NAME |X| MR. |_| MRS. SOCIAL SECURITY # DATE OF BIRTH
|_| MS. ###-##-#### 3/31/35
Wesley P. Gluck
- --------------------------------------------------------------------
STREET ADDRESS CITY STATE HOME PHONE #
ZIP 513-474-0617
8213 Woodglen Drive Cincinnati OH
45255
- --------------------------------------------------------------------
EMPLOYER NAME AND ADDRESS OCCUPATION/POSITION BUSINESS PHONE
(FORMER EMPLOYER IF RETIRED) Industrial (812) 265-8814
Grote Manufacturing Madison, Engineer
Indiana
|X| YES I WANT MY
NAME, ADDRESS AND
|_| NO
SECURITIES
POSITION
DISCLOSED
TO ALL
THE
COMPANIES
IN WHICH
I OWN
SECURITIES
THAT ARE
REGISTERED
IN
NOMINEE
OR STREET
NAME.
- --------------------------
|_| YES ARE YOU
EMPLOYED BY AN INSURANCE
|X| NO COMPANY, ----------------------------------------------------
MEMBER FIRM OR A STOCK
EXCHANGE, A MUNICIPAL
SECURITIES DEALER OR
OTHER SECURITIES BROKER
OR DEALER?
- -
# |_| YES ARE YOU
A 10% OR GREATER SHARE TAX BRACKET ____ MARGINAL RATE INVESTMENT OBJECTIVES
|X| NO HOLDER ANNUAL INCOME NEW WORTH
INVESTMENT KNOWLEDGE
LIQUID NET WORTH
OR POLICY MAKING
OFFICER |_| INCOME |_| |_| UNITED |_| $10M - |_| $10M - |_| $10M - $25,000
OF A |_| GROWTH SAFETY OF |_| GOOD $25,000 $25,000 |_| $25M - $50,000
PUBLICLY |_| |_| |_| $25M - |_| $25M - |_| $51M -
TRADED SPECULATIVE PRINCIPAL EXTENSIVE $50,000 $50,000 $100,000
COMPANY? |_| |_| $51M - |_| $51M - |_| OVER $100,000
If yes to OTHER $100,000 $100,000
either |_| OVER |_| OVER
question, $100,000 $100,000
please SOURCE OF IRA FUNDS
provide CONTRIBUTORY IRA SEP/TRA TRANSFER
(name of |_| Current Year |_| |X| IRA to IRA
Company). |_| Prior Year Current |_| Due to Death
Also, Year |_| Due to Divorce
provide |_|
account Prior Year
numbers
of other ROLLOVER
accounts |_| From IRA/Qualified Plan
you or |_| Death Benefit Rollover
members |_| Direct Rollover
of your |_| QDRO Rollover
family
have with
us.
BENEFICIARY DESIGNATION (PRIMARY BENEFICIARIES)
NAME ADDRESS RELATIONSIP SS # BIRTHDATE %
-------------------------------------------------------------------------
----------------------
Shirley A. Gluck 8213 Woodglen Drive spouse ###-##-#### 3/10/35 100
CONTINGENT BENEFICIARY(IES)
NAME ADDRESS RELATIONSIP SS # BIRTHDATE %
- -------------------------- ----------------------------------------------
CITIZENSHIP: (CHECK Stephen P. Gluck 2736 Arbor Street, son ###-##-####
10/17/61 50
ONE) Cinti, OH
|X|U.S. |_|
NON RESIDENT ALIEN 45209
|_| RESIDENT ALIEN
|_| OTHER
Carla S. Glos 3529 Shaw Ave., Cinti, daughter ###-##-#### 12/9/65 50
OH
45208
The benefits payable hereunder shall be paid in equal shares (or percentages
indicated above) to the Primary Beneficiary(ies) who survive the Participant.
If no Primary Beneficiary(ies) survives the Participant, the payment shall be
made in equal shares (or percentages indicated above) to the Contingent
Beneficiary(ies) who survive the Participant. If percentages shown above for
surviving beneficiaries do not total 100%, benefits will be prorated in
proportion to percentages shown. This Beneficiary Designation is subject to
all of the terms and provisions of the Individual Retirement Account. This
Beneficiary Designation shall be effective only if accepted by the
Trustee/Custodian prior to the death of the Participant. The participant
understands that if he/she is over 70 1/2, changing the beneficiary
designation to name a beneficiary with a shorter life expectancy may affect
the minimum required distributions from the Individual Retirement Account. The
Participant reserves the right to change the above Beneficiary(ies) by filing
a new Beneficiary Designation with the Custodian.
CUSTODIAL FEES
Set Up Fee....................$25.00
Annual Maintenance Fee........$25.00
(Not pro-rated for less than calendar
year)
Closing Fee...................$25.00
REVOCATION
Revocation in accordance with Disclosure Statement
MUST be made in writing to custodian within seven
(7) days from date IRA account was established.
APPOINTMENT OF BROKER
I understand that I have the right and obligation to direct the investment and
reinvestment of contributions to my account and hereby appoint PSI as my agent
to execute security trades at my direction as Broker under the terms of the
Custodial Agreement. I also understand that securities held in my
self-directed IRA are not insured by the FDIC or any other agency of
government. I hereby acknowledge that BHC Securities, Inc., a NYSE Member
Firm, will be acting as agent for PSI pursuant to the Clearing Arrangement
between the two firms.
AGREEMENT TO PARTICIPATE
I hereby adopt the Individual Retirement Account Custodial Agreement which is
incorporated herein by reference and acknowledge having received and read it,
I further acknowledge having received and read the IRA Disclosure Statement
and the Prospectus (if applicable) for each investment I have elected to
invest in my IRA account. Under the penalties of perjury, I certify that the
Social Security Number on this form is true, correct and complete.
Additionally, I have read, understand and agree to the terms of the predispute
arbitration clause, a copy of which I have received, as found in paragraph 13
on the reverse side hereof.
Signature of Participant /s/Wesley P. Gluck
Date 11/29/93
Accepted: The Provident Bank as Custodian By: /s/ [illegible]
Date 12/2/93
Accepted:
provident Securities & Investment Company as Broker By: /s/ [illegible]
-------------
..... Date 12/2/93
-------
COMMERCIAL LOAN
PROMISSORY NOTE
The Provident Bank NOTE NO. 1
$72,500.00 Cincinnati, Ohio December 9, 1993
The undersigned, for value received, promises to pay to the order of The
Provident Bank, at any of its offices, the sum of Seventy Two Thousand Five
Hundred Dollars and NO/100 ----------------------------- Dollars ($ 72,500.00
), (the "Maximum Credit") or so much thereof as is loaned by the holder
pursuant to the provisions hereof, together with interest until demand or
maturity at the rate of To Vary with Provident Bank Prime Rate +1/2% per year
computed on the basis of a year of 360 days for the actual number of days
elapsed, and after default hereunder, demand or maturity, whether at stated
maturity or by acceleration, at a rate four (4) percentage points greater than
the stated rate (the "Default Rate") interest shall be due and payable
Quarterly, Beginning 04/09/94 and at Maturity, 12/12/94 , and at maturity
Principal shall be due and payable At maturity, 12/12/94
The undersigned hereby state(s) that the purpose of the loan evidenced by
this Note is Purchase Newly Issued Non-Margin Stock
Revolving Credit: If this box is checked, this Note is a revolving credit
subject to the terms of this paragraph. Subject to the conditions hereof and
of any other agreements between the parties relating hereto and until demand.
If the principal is payable on demand, or maturity (whether at scheduled or
accelerated maturity, if the principal is payable other than on demand, the
undersigned may borrow and reborrow from the holder and the holder may, in its
sole discretion, lend and relend to the undersigned such amounts not to exceed
the Maximum Credit as the undersigned may at any time and from time to time
request upon satisfactory notice to the holder.
Notwithstanding anything to the contrary contained herein or in any other
agreement between the undersigned and the holder, if this Note provides that
the principal hereof is payable on demand, then this Note is a demand Note due
and owing immediately, without prior demand of the holder and immediate action
to enforce its payment may be taken at any time, without notice and without
reason. If any payment of principal or interest is not paid when due, or if
the holder deems itself insecure for any reason, including but not limited to,
the insolvency, bankruptcy, business failure, death, default in the payment of
other obligations or receivership of or concerning any maker, guarantor or
indorser hereof, this Note shall, if payable other than on demand, at the
option of its holder, become immediately due and payable, without demand or
notice. The undersigned shall promptly provide such financial information as
the holder shall reasonably request from time to time.
As collateral security for the payment of the amounts from time to time
owing hereunder, Borrower and all indorsers hereby grants to the holder a
security interest in (i) all property in which the holder now or hereafter
holds a security interest pursuant to any and all assignments, pledges and
security agreements between the undersigned and the holder and (ii) all
accounts, securities and properties now or hereafter in the possession of the
holder and in which the undersigned or any indorsers have any interest. Upon
this Note becoming due under any of its terms and provisions, and not being
fully paid and satisfied, the total sum then due hereunder may, at any time
and from time to time, be charged against any account or accounts maintained
with the holder hereof by any of the undersigned or any indorser, without
notice to or further consent from any of them, and the undersigned and all
indorsers agree to be and remain jointly and severally liable for all
remaining indebtedness represented by this Note in excess of the amount or
amounts so applied. The undersigned and the holder intend that this
indebtedness shall be secured by any and all mortgages heretofore or hereafter
granted by the undersigned in favor of the holder.
There will be a minimum finance charge of $50.00 for each billing period.
Prime rate is that annual percentage rate of interest which is established by
The Provident Bank from time to time as its prime rate, whether or not such
rate is publicly announced, and which provides a base to which loan rates may
be referenced. Prime rate is not necessarily the lowest lending rate of The
Provident Bank. A rate based on the prime rate will change each time and as of
the date that the prime rate changes. If any payment of principal or interest
is not paid when due or if the undersigned shall otherwise default in the
performance of its obligations hereunder or under any other note or agreement
with the holder, the holder at its option, may charge and collect, or add to
the unpaid balance hereof, a late charge up to the greater of $250 or .1% of
the unpaid balance of this Note at the time of such delinquency for each such
delinquency to cover the extra expense incident to handling delinquent
accounts, and/or increase the interest rate on the unpaid balance to the
Default Rate. The holder may charge interest at the rate provided herein on
all interest and other amounts owing hereunder which are not paid when due.
The undersigned, all indorsers hereof, any other party hereto, and any
guarantor hereof (collectively "Obligors") each (i) waive(s) presentment,
demand, notice of demand, protest, notice of protest and notice of dishonor
and any other notice required to be given by law in connection with the
delivery, acceptance, performance, default or enforcement of this Note, of any
endorsement or guaranty of this Note or of any document or instrument
evidencing any security for payment of this Note; and (ii) consent(s) to any
and all delays, extensions, renewals or other modifications of this Note or
waivers of any term hereof or release or discharge by the holder of any of
Obligors or release; substitution or exchange of any security for the payment
hereof or the failure to act on the part of the holder or any indulgence shown
by the holder, from time to time and in one or more instances, (without notice
to or further assent from any of Obligors) and agree(s) that no such action,
failure to act or failure to exercise any right or remedy, on the part of the
holder shall in any way affect or impair the obligations of any Obligors or be
construed as a waiver by the holder of, or otherwise affect any of the
holder's rights under this Note, under any indorsement or guaranty of this
Note or under any document or instrument evidencing any security for payment
of this Note. The undersigned and all indorsers further agree to reimburse the
holder for all advances, charges, costs and expenses, including reasonable
attorneys fees incurred or paid in exercising any right, power or remedy
conferred by this Note, or in the enforcement thereof. If the undersigned are
more than one (1), the liability of the undersigned hereon is joint and
several, and the term "undersigned" as used herein, means any one or more of
them.
The undersigned and all indorsors authorize any attorney at law, including
an attorney engaged by the holder, to appear in any court of record in the
State of Ohio or any other State or Territory of the United States, after the
indebtedness evidenced hereby, or any part thereof, becomes due and waive the
issuance and service of process and confess judgment against any one or more
than one of the undersigned and all indorsers in favor of the holder, for the
amount then appearing due, together with costs of suit and, thereupon, to
release all errors and waive all rights of appeal and delay of execution, but
no such judgment or judgments against any one of the undersigned shall be a
bar to a subsequent judgment or judgments against any one or more than one of
such persons against whom judgment has not been obtained hereon. This warrant
of attorney to confess judgment is a joint and several warrant of attorney.
The foregoing warrant of attorney shall survive any judgment, and if any
judgment be vacated for any reason, the holder hereof nevertheless may
hereafter use the foregoing warrant of attorney to obtain an additional
judgment or judgments against the undersigned and all indorsers or any one or
more of them. The undersigned and all indorsers hereby expressly waive any
conflict of interest that the holder's attorney may have in confessing such
judgment against such parties and expressly consent to the confessing attorney
receiving a legal fee from the holder for confessing such judgment against
such parties.
If the undersigned or any indorser or guarantor hereof would have the right
to rescind the loan evidenced by this Note pursuant to a right so to do under
the Trust-In-Lending Act because one or more mortgages now exist in favor of
the holder hereof covering the principal home or homes of the undersigned or
any indorser or guarantor hereof, the holder's acceptance of this Note shall
constitute a waiver of its right under any such mortgage to treat such
principal home or homes as security for the repayment or guaranty of this Note
except for the principal home or homes described in the Mortgage dated
- --------------.
THE PROVISIONS OF THIS NOTE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF OHIO. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE HOLDER
TO EXTEND CREDIT TO BORROWER, AND AFTER HAVING THE OPPORTUNITY TO CONSULT
COUNSEL, THE UNDERSIGNED AND ALL INDORSERS HEREBY EXPRESSLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATED TO THIS NOTE OR ARISING IN
ANY WAY FROM ANY INDEBTEDNESS OR OTHER TRANSACTIONS INVOLVING THE HOLDER AND
THE UNDERSIGNED. THE UNDERSIGNED HEREBY DESIGNATE(S) ALL COURTS OF RECORD
SITTING IN CINCINNATI, OHIO AND HAVING JURISDICTION OVER THE SUBJECT MATTER,
STATE AND FEDERAL, AS FORUMS WHERE ANY ACTION, SUIT OR PROCEEDING IN RESPECT
OF OR ARISING FROM OR OUT OF THIS NOTE, ITS MAKING, VALIDITY OR PERFORMANCE,
MAY BE PROSECUTED AS TO ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS, AND BY THE
FOREGOING DESIGNATION THE UNDERSIGNED CONSENT(S) TO THE JURISDICTION AND VENUE
OF SUCH COURTS.
WARNING: BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT OR ANY OTHER CAUSE.
/s/ Shirley A. Gluck
Shirley A. Gluck
/s/ Wesley P. Gluck
Wesley P. Gluck
Address 8213 Woodglen Drive
Cincinnati, Ohio 45255
COMMERCIAL LOAN
PROMISSORY NOTE
The Provident Bank NOTE NO. xxxxxxx-x
$49,000.00 Cincinnati, Ohio December 12, 1994
The undersigned, for value received, promises to pay to the order of The
Provident Bank, at any of its offices, the sum of Forty Nine Thousand and
NO/100 ------ Dollars ($
49,000.00 ), (the "Maximum Credit") or so much thereof as is loaned by
the holder pursuant to the provisions hereof, together with interest until
demand or maturity at the rate of to vary with Provident Prime Rate +1/2% per
year computed on the basis of a year of 360 days for the actual number of days
elapsed, and after default hereunder, demand or maturity, whether at stated
maturity or by acceleration, at a rate four (4) percentage points greater than
the stated rate (the "Default Rate") interest shall be due and payable
Quarterly, Beginning 03/12/95 and at Maturity, 12/12/95 , and at maturity
Principal shall be due and payable At maturity, 12/12/95
The undersigned hereby state(s) that the purpose of the loan evidenced by
this Note is Renewal of Promissory Note dated 12/09/93
Revolving Credit: If this box is checked, this Note is a revolving credit
subject to the terms of this paragraph. Subject to the conditions hereof and
of any other agreements between the parties relating hereto and until demand.
If the principal is payable on demand, or maturity (whether at scheduled or
accelerated maturity, if the principal is payable other than on demand, the
undersigned may borrow and reborrow from the holder and the holder may, in its
sole discretion, lend and relend to the undersigned such amounts not to exceed
the Maximum Credit as the undersigned may at any time and from time to time
request upon satisfactory notice to the holder.
Notwithstanding anything to the contrary contained herein or in any other
agreement between the undersigned and the holder, if this Note provides that
the principal hereof is payable on demand, then this Note is a demand Note due
and owing immediately, without prior demand of the holder and immediate action
to enforce its payment may be taken at any time, without notice and without
reason. If any payment of principal or interest is not paid when due, or if
the holder deems itself insecure for any reason, including but not limited to,
the insolvency, bankruptcy, business failure, death, default in the payment of
other obligations or receivership of or concerning any maker, guarantor or
indorser hereof, this Note shall, if payable other than on demand, at the
option of its holder, become immediately due and payable, without demand or
notice. The undersigned shall promptly provide such financial information as
the holder shall reasonably request from time to time.
As collateral security for the payment of the amounts from time to time
owing hereunder, Borrower and all indorsers hereby grants to the holder a
security interest in (i) all property in which the holder now or hereafter
holds a security interest pursuant to any and all assignments, pledges and
security agreements between the undersigned and the holder and (ii) all
accounts, securities and properties now or hereafter in the possession of the
holder and in which the undersigned or any indorsers have any interest. Upon
this Note becoming due under any of its terms and provisions, and not being
fully paid and satisfied, the total sum then due hereunder may, at any time
and from time to time, be charged against any account or accounts maintained
with the holder hereof by any of the undersigned or any indorser, without
notice to or further consent from any of them, and the undersigned and all
indorsers agree to be and remain jointly and severally liable for all
remaining indebtedness represented by this Note in excess of the amount or
amounts so applied. The undersigned and the holder intend that this
indebtedness shall be secured by any and all mortgages heretofore or hereafter
granted by the undersigned in favor of the holder.
There will be a minimum finance charge of $50.00 for each billing period.
Prime rate is that annual percentage rate of interest which is established by
The Provident Bank from time to time as its prime rate, whether or not such
rate is publicly announced, and which provides a base to which loan rates may
be referenced. Prime rate is not necessarily the lowest lending rate of The
Provident Bank. A rate based on the prime rate will change each time and as of
the date that the prime rate changes. If any payment of principal or interest
is not paid when due or if the undersigned shall otherwise default in the
performance of its obligations hereunder or under any other note or agreement
with the holder, the holder at its option, may charge and collect, or add to
the unpaid balance hereof, a late charge up to the greater of $250 or .1% of
the unpaid balance of this Note at the time of such delinquency for each such
delinquency to cover the extra expense incident to handling delinquent
accounts, and/or increase the interest rate on the unpaid balance to the
Default Rate. The holder may charge interest at the rate provided herein on
all interest and other amounts owing hereunder which are not paid when due.
The undersigned, all indorsers hereof, any other party hereto, and any
guarantor hereof (collectively "Obligors") each (i) waive(s) presentment,
demand, notice of demand, protest, notice of protest and notice of dishonor
and any other notice required to be given by law in connection with the
delivery, acceptance, performance, default or enforcement of this Note, of any
endorsement or guaranty of this Note or of any document or instrument
evidencing any security for payment of this Note; and (ii) consent(s) to any
and all delays, extensions, renewals or other modifications of this Note or
waivers of any term hereof or release or discharge by the holder of any of
Obligors or release; substitution or exchange of any security for the payment
hereof or the failure to act on the part of the holder or any indulgence shown
by the holder, from time to time and in one or more instances, (without notice
to or further assent from any of Obligors) and agree(s) that no such action,
failure to act or failure to exercise any right or remedy, on the part of the
holder shall in any way affect or impair the obligations of any Obligors or be
construed as a waiver by the holder of, or otherwise affect any of the
holder's rights under this Note, under any indorsement or guaranty of this
Note or under any document or instrument evidencing any security for payment
of this Note. The undersigned and all indorsers further agree to reimburse the
holder for all advances, charges, costs and expenses, including reasonable
attorneys fees incurred or paid in exercising any right, power or remedy
conferred by this Note, or in the enforcement thereof. If the undersigned are
more than one (1), the liability of the undersigned hereon is joint and
several, and the term "undersigned" as used herein, means any one or more of
them.
The undersigned and all indorsors authorize any attorney at law, including
an attorney engaged by the holder, to appear in any court of record in the
State of Ohio or any other State or Territory of the United States, after the
indebtedness evidenced hereby, or any part thereof, becomes due and waive the
issuance and service of process and confess judgment against any one or more
than one of the undersigned and all indorsers in favor of the holder, for the
amount then appearing due, together with costs of suit and, thereupon, to
release all errors and waive all rights of appeal and delay of execution, but
no such judgment or judgments against any one of the undersigned shall be a
bar to a subsequent judgment or judgments against any one or more than one of
such persons against whom judgment has not been obtained hereon. This warrant
of attorney to confess judgment is a joint and several warrant of attorney.
The foregoing warrant of attorney shall survive any judgment, and if any
judgment be vacated for any reason, the holder hereof nevertheless may
hereafter use the foregoing warrant of attorney to obtain an additional
judgment or judgments against the undersigned and all indorsers or any one or
more of them. The undersigned and all indorsers hereby expressly waive any
conflict of interest that the holder's attorney may have in confessing such
judgment against such parties and expressly consent to the confessing attorney
receiving a legal fee from the holder for confessing such judgment against
such parties.
If the undersigned or any indorser or guarantor hereof would have the right
to rescind the loan evidenced by this Note pursuant to a right so to do under
the Trust-In-Lending Act because one or more mortgages now exist in favor of
the holder hereof covering the principal home or homes of the undersigned or
any indorser or guarantor hereof, the holder's acceptance of this Note shall
constitute a waiver of its right under any such mortgage to treat such
principal home or homes as security for the repayment or guaranty of this Note
except for the principal home or homes described in the Mortgage dated
- --------------.
THE PROVISIONS OF THIS NOTE SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF OHIO. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE HOLDER
TO EXTEND CREDIT TO BORROWER, AND AFTER HAVING THE OPPORTUNITY TO CONSULT
COUNSEL, THE UNDERSIGNED AND ALL INDORSERS HEREBY EXPRESSLY WAIVE THE RIGHT TO
TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATED TO THIS NOTE OR ARISING IN
ANY WAY FROM ANY INDEBTEDNESS OR OTHER TRANSACTIONS INVOLVING THE HOLDER AND
THE UNDERSIGNED. THE UNDERSIGNED HEREBY DESIGNATE(S) ALL COURTS OF RECORD
SITTING IN CINCINNATI, OHIO AND HAVING JURISDICTION OVER THE SUBJECT MATTER,
STATE AND FEDERAL, AS FORUMS WHERE ANY ACTION, SUIT OR PROCEEDING IN RESPECT
OF OR ARISING FROM OR OUT OF THIS NOTE, ITS MAKING, VALIDITY OR PERFORMANCE,
MAY BE PROSECUTED AS TO ALL PARTIES, THEIR SUCCESSORS AND ASSIGNS, AND BY THE
FOREGOING DESIGNATION THE UNDERSIGNED CONSENT(S) TO THE JURISDICTION AND VENUE
OF SUCH COURTS.
WARNING: BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE, AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER
FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE
AGREEMENT OR ANY OTHER CAUSE.
/s/ Shirley A. Gluck
Shirley A. Gluck
/s/ Wesley P. Gluck
Wesley P. Gluck
Address 8213 Woodglen Drive
Cincinnati, Ohio 45255
