<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Savings 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] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
FIRST SAVINGS BANCORP, INC.
POST OFFICE BOX 1657
205 S.E. BROAD STREET
SOUTHERN PINES, NORTH CAROLINA 28388-1657
(910) 692-6222
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1997
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders (the
"Meeting") of First Savings Bancorp, Inc. (the "Company") will be held on
Thursday, October 30, 1997, at 10:00 a.m., Eastern Time, at the Holiday Inn,
U.S. Highway 1 By-Pass, Southern Pines, North Carolina.
The Meeting is for the purpose of considering and voting upon the following
matters:
1. To elect four persons who will serve as directors of the Company until
the 2000 Annual Meeting of Shareholders or until their successors are
duly elected and qualify, and one person who will serve as director of
the Company until the 1999 Annual Meeting of Shareholders or until her
successor is duly elected and qualifies;
2. To ratify the selection of Dixon, Odom & Co., L.L.P. as the
independent auditor for the Company for the fiscal year ending June
30, 1998; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be considered at the Meeting.
The Board of Directors has established September 19, 1997, as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting and at any adjournments thereof. Only record holders of the Common
Stock of the Company as of the close of business on that date will be entitled
to vote at the Meeting or any adjournments thereof. In the event there are not
sufficient shares present in person or by proxy to constitute a quorum at the
time of the Meeting, the Meeting may be adjourned in order to permit further
solicitation of proxies by the Company.
By Order of the Board of Directors
/s/ John F. Burns
John F. Burns
Secretary
Southern Pines, North Carolina
September 26, 1997
A FORM OF PROXY IS ENCLOSED TO ENABLE YOU TO VOTE YOUR SHARES AT THE MEETING.
YOU ARE URGED, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY PROMPTLY. A RETURN ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
FIRST SAVINGS BANCORP, INC.
PROXY STATEMENT
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
GENERAL
This Proxy Statement is being furnished to shareholders of First Savings
Bancorp, Inc. (the "Company") in connection with the solicitation by the board
of directors of the Company (the "Board of Directors") of proxies to be used at
the Annual Meeting of Shareholders (the "Meeting") to be held on Thursday,
October 30, 1997, at 10:00 a.m., Eastern Time, at the Holiday Inn, U.S. Highway
1 By-Pass, Southern Pines, North Carolina, and at any adjournments thereof.
This Proxy Statement and the accompanying form of proxy were first mailed to
shareholders on September 26, 1997.
Other than the matters listed on the attached Notice of 1997 Annual Meeting
of Shareholders, the Board of Directors knows of no matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Meeting or any adjournments thereof.
REVOCABILITY OF PROXY
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Meeting and voting in person. However, if you are a shareholder whose shares
are not registered in your own name, you will need appropriate documentation
from your recordholder to vote personally at the Meeting.
SOLICITATION
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may be solicited personally or by
telephone or telegraph by directors, officers and regular employees of the
Company, without additional compensation therefor. The Company also will
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others to send proxy
material to, and obtain proxies from, such beneficial owners and will reimburse
such holders for their reasonable out-of-pocket expenses in doing so.
VOTING SECURITIES AND VOTE REQUIRED FOR APPROVAL
Regardless of the number of shares of the Company's common stock, no par
value (the "Common Stock") owned, it is important that shareholders be
represented by proxy or be present in person at the Meeting. Shareholders are
requested to vote by completing the enclosed proxy card and returning it signed
and dated in the enclosed postage-paid envelope. Shareholders are urged to
indicate their vote in the spaces provided on the proxy card. Any shareholder
may vote for, against, or abstain from voting on any matter to come before the
Meeting. If the enclosed proxy is properly marked, signed, dated and returned,
and not revoked, it will be voted in accordance with the instructions therein.
If no instructions are given, the proxy will be voted for the nominees for
election to the Board of Directors named in this Proxy Statement and for the
other matters described in this Proxy Statement calling for a vote of the
shareholders. If instructions are given with respect to some but not all
proposals, such instructions as are given will be followed, but the proxy will
be voted for the proposals on which no instructions are given.
<PAGE>
The securities which may be voted at the Meeting consist of shares of the
Common Stock, with each share entitling its owner to one vote on all matters to
be voted on at the Meeting. The close of business on September 19, 1997, has
been fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders of record entitled to notice of and to vote at the
Meeting and any adjournments thereof. The total number of shares of the Common
Stock outstanding on the Record Date was 3,679,185.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of the Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum at the Meeting. Since many of our
shareholders cannot attend the Meeting, it is necessary that a large number be
represented by proxy. Accordingly, the Board of Directors has designated
proxies to represent those shareholders who cannot be present in person and who
desire to be so represented. In the event there are not sufficient votes for a
quorum or to approve or ratify any proposal at the time of the Meeting, the
Meeting may be adjourned in order to permit the further solicitation of proxies.
In the election of directors, a nominee need only receive a plurality of
the votes cast in the election of directors in order to be elected. As a
result, those persons nominated who receive the largest number of votes will be
elected as directors. Accordingly, shares not voted for any reason respecting
any one or more nominees, including abstentions, will not be counted as votes
against such nominees. No shareholder has the right to cumulatively vote his or
her shares in the election of directors.
The proposal to ratify the appointment of the Company's independent auditor
for the fiscal year ending June 30, 1998, will be approved if the votes cast in
favor of the proposal exceed the votes cast opposing the proposal. Shares not
voted for any reason respecting the appointment of Dixon, Odom & Co., L.L.P.
will not be counted as a vote against such appointment.
Abstentions will be counted for purposes of determining whether a quorum is
present at the Meeting. Broker non-votes will not be counted either for
determining the existence of a quorum or for tabulating votes cast on any
proposal.
Proxies solicited hereby will be returned to the Board of Directors, and
will be tabulated by one or more inspectors of voting designated by the Board of
Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that any person or group who acquires the beneficial ownership of more
than 5% of the Common Stock notify the Securities and Exchange Commission (the
"SEC") and the Company. Following is certain information, as of the Record
Date, regarding all persons or groups, as defined in the Exchange Act, who held
of record or who are known to the Company to own beneficially more than 5% of
the Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF CLASS/(1)/
---------------- ----------------------- -------------
<S> <C> <C>
William E. Samuels, Jr. 190,225/(2)/ 5.07
205 S.E. Broad Street
Southern Pines, NC 28388
</TABLE>
_____________________
/(1)/ Based upon a total of 3,679,185 shares of the Common Stock outstanding at
the Record Date. Assumes the exercise of only those stock options
included with respect to the designated recipient.
/(2)/ Includes 72,000 shares which could be purchased pursuant to the exercise
of stock options granted to Mr. Samuels which are vested and
nonforfeitable. The number stated includes 71,305 allocated and
unallocated shares held by the First Savings Bank of Moore County,
2
<PAGE>
Inc., SSB Employee Stock Ownership Plan. Mr. Samuels is a trustee of such
Plan and has certain voting and investment power over such shares. A total
of 4,919 shares have been allocated to Mr. Samuels under the Employee Stock
Ownership Plan.
Set forth below is certain information as of the Record Date regarding
beneficial ownership of the Common Stock by each of the members of the Board of
Directors (including nominees for election at the Meeting), certain executive
officers of the Company, and the nominees, directors and all executive officers
of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF SOLE VOTING/ SHARED VOTING/ PERCENTAGE
BENEFICIAL INVESTMENT INVESTMENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP/(1)/ POWER POWER CLASS/(2)/
- ------------------------ -------------- ------------ -------------- -----------
<S> <C> <C> <C> <C>
Virginia C. Brandt 500 500 0 .01%
H. David Bruton 76,984/(3)/ 73,184/(3)/ 3,800 2.07%
John F. Burns 124,335/(4)/ 52,530 71,805 3.36%
Felton J. Capel 1,500 0 1,500 .04%
J. E. Causey 83,342/(3)/ 68,342/(3)/ 15,000 2.24%
Henry A. Clayton 62,416/(3)/ 62,416/(3)/ 0 1.68%
Frank G. Hardister 56,668/(3)/ 56,668/(3)/ 0 1.52%
W. Harrell Johnson 61,839/(3)/ 59,509/(3)/ 2,330 1.66%
Joe Montesanti, Jr. 87,628/(3)/ 77,528/(3)/ 10,100 2.35%
Thomas F. Phillips 59,212/(3)/ 58,061/(3)/ 1,151 1.59%
William E. Samuels, Jr. 190,225/(5)/ 118,920 71,305 5.07%
Nominees, directors and all
executive officers of the Company 886,121/(6)/ -- -- 21.41%
as a group (12 persons)
</TABLE>
____________________
/(1)/ Unless otherwise noted, all shares are owned directly of record by the
named individuals, by their spouses and minor children, or by other
entities controlled by the named individuals.
/(2)/ Based upon a total of 3,679,185 shares of the Common Stock outstanding
at the Record Date. Assumes the exercise of only those stock options
included with respect to the designated recipients.
/(3)/ Includes 45,000 shares which could be purchased pursuant to the
exercise of stock options granted to the named beneficial owner.
/(4)/ Includes 24,400 shares which could be purchased pursuant to the
exercise of stock options granted to Mr. Burns which are vested and
nonforfeitable. The number stated includes 71,305 allocated and
unallocated shares held by the First Savings Bank of Moore County,
Inc., SSB Employee Stock Ownership Plan. Mr. Burns is a trustee of
such Plan and has certain voting and investment power over such
shares. A total of 3,758 shares have been allocated to Mr. Burns under
the Employee Stock Ownership Plan.
/(5)/ Includes 72,000 shares which could be purchased pursuant to the
exercise of stock options granted to Mr. Samuels which are vested and
nonforfeitable. The number stated includes 71,305 allocated and
unallocated shares held by the First Savings Bank of Moore County,
Inc., SSB Employee Stock Ownership Plan. Mr. Samuels is a trustee of
such Plan and has certain voting and investment power over such
shares. A total of 4,919 shares have been allocated to Mr. Samuels
under the Employee Stock Ownership Plan.
/(6)/ Includes 420,400 shares which could be purchased pursuant to the
exercise of stock options granted to directors and executive officers.
This amount does not include options to purchase 20,600 shares issued
in the aggregate to executive officers which are not yet vested and
which will only become vested upon death, disability, satisfaction of
requirements for retirement and subsequent retirement, or satisfaction
of requirements with
3
<PAGE>
respect to length of employment. The number stated includes 71,305
allocated and unallocated shares held by the First Savings Bank of Moore
County, Inc., SSB Employee Stock Ownership Plan. William E. Samuels, Jr., a
director and an executive officer, and John F. Burns, an executive officer,
are trustees of such Plan and have certain voting and investment power over
such shares.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership with the SEC. Executive
officers, directors and greater than ten percent beneficial owners are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that during the fiscal year ended June 30, 1997,
all but two of its executive officers and directors and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements. On December 13, 1996, John F. Burns sold 1,300 shares of Common
Stock, which sale was not reported on a Form 5 until August 12, 1997. On May
27, 1997, H. David Bruton sold 3,000 shares and gifted 1,000 shares, which was
not reported on a Form 5 until August 12, 1997.
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation of the Company provides that the number of
directors of the Company shall not be less than seven nor more than fifteen.
The exact number of directors shall be fixed or changed from time to time by the
Board of Directors. The Board of Directors has currently fixed the size of the
Board at eleven members.
So long as the total number of directors is nine or more, the directors
shall be divided into three classes. Each class of directors shall be elected
for terms of three years each, or until their earlier death, resignation,
retirement, removal, or disqualification or until their successors shall be
elected and shall qualify.
The Board of Directors has nominated the (i) four persons named below for
election as directors to serve until the 2000 Annual Meeting of Shareholders or
until their earlier death, resignation, retirement, removal or disqualification
or until their successors shall be elected and shall qualify, and (ii) person
named below who will serve as director of the Company until the 1999 Annual
Meeting of Shareholders or until her earlier death, resignation, retirement,
removal or disqualification or until her successor shall be elected and shall
qualify.
The persons named in the accompanying form of proxy intend to vote any
shares of the Common Stock represented by valid proxies received by them to
elect the five nominees listed below as directors, unless authority to vote is
withheld or such proxies are revoked. In the event that any of the nominees
should become unavailable to accept nomination or election, it is intended that
the proxyholders will vote to elect in his stead such other person as the
present Board of Directors may recommend. The present Board of Directors has no
reason to believe that any of the nominees named herein will be unable to serve
if elected to office.
No person who is 75 years of age or older and who is not an employee of the
Company is eligible for election or re-election to the Board of Directors;
however, this provision does not apply to persons who were directors of the
Company at the time of the Company's acquisition of First Savings Bank of Moore
County, Inc., SSB (the "Bank") in September of 1995, which includes all
directors and nominees except Virginia C. Brandt and Felton J. Capel.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING NOMINEES FOR
---
ELECTION AS DIRECTORS.
4
<PAGE>
The following tables set forth as to each nominee and each director whose
term is continuing, his name, age, principal occupation during the last five
years and the year he was first elected as a director.
<TABLE>
<CAPTION>
AGE ON PRINCIPAL OCCUPATION DURING DIRECTOR
NAME JUNE 30, 1997 LAST FIVE YEARS SINCE
---- ------------- ---------------------- -----
<S> <C> <C>
NOMINEE FOR TWO-YEAR TERM EXPIRING IN 1999
Virginia C. Brandt 46 Certified Public Accountant, Not
Holden, Brandt & Longfellow, P.C. Applicable
NOMINEES FOR THREE-YEAR TERM EXPIRING IN 2000
John F. Burns 49 Executive Vice President, 1995
Secretary,
Treasurer and Chief Financial
Officer of the Company and the
Bank
Felton J. Capel 70 Owner of Century Associates of Not
N.C., Southern Pines, North Applicable
Carolina, a distributor of cookware
and other housewares
W. Harrell Johnson 73 Retired dentist 1959
Thomas F. Phillips 51 Automobile dealer and owner of 1985
Phillips Motor Company, Carthage,
North Carolina
DIRECTORS WITH THREE-YEAR TERM EXPIRING IN 1999
H. David Bruton, M.D. 62 Secretary of North Carolina 1979
Department of Health and Human
Resources; Physician, Sandhills
Pediatrics, Inc. until December 31,
1996
Frank G. Hardister 62 President of Powell Funeral Home 1990
in Southern Pines, North Carolina
Joe Montesanti, Jr. 77 Retired pharmacist 1962
DIRECTORS WITH THREE-YEAR TERM EXPIRING IN 1998
J. E. Causey 82 Owner of Causey Construction and 1960
Causey Realty
Henry A. Clayton 74 Retired merchant 1954
William E. Samuels, Jr. 66 President and Chief Executive 1977
Officer of the Company and the
Bank
</TABLE>
Mr. Samuels is married to Mr. Causey's niece.
5
<PAGE>
MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
The Board of Directors conducts its business through meetings of the Board
of Directors and through activities of its committees. The Board of Directors
has regular monthly meetings, and held 13 meetings in the fiscal year ended June
30, 1997. No director attended fewer than 75% of the total number of Board
meetings and meetings of Board committees on which he served during the year
ended June 30, 1997.
The Executive Committee generally meets weekly, has primary responsibility
for approving loans and serves the role of the compensation committee. This
committee also has the power to act on behalf of the full Board of Directors in
the absence of a meeting of the entire Board of Directors. This committee
consists of Joe Montesanti, Jr., Chairman, H. David Bruton, J. E. Causey, and
William E. Samuels, Jr. During the fiscal year ended June 30, 1997 the committee
met 37 times.
The Audit Committee is responsible for supervising and consulting with the
internal auditor for the Company, maintaining proper internal controls and
meeting with the Company's independent auditing firm. This committee is composed
of directors H. A. Clayton, Chairman, Frank G. Hardister, W. Harrell Johnson and
Thomas E. Phillips. The Audit Committee met one time during the fiscal year
ended June 30, 1997.
In addition, the Board of Directors appoints a nominating committee each
year prior to the annual meeting of shareholders to nominate persons for
election to the Board of Directors. The composition of this committee varies
from year to year. The Company's bylaws provide that, in order to be eligible
for consideration at the annual meeting of shareholders, all nominations of
directors, other than those made by the Company's Board of Directors, must be
made in writing and must be delivered to the Secretary of the Company not less
than 30 days nor more than 50 days prior to the meeting at which such
nominations will be made; provided, however, if less than 21 days notice of the
meeting is given to shareholders, such nominations must be delivered to the
Secretary of the Company not later than the close of business on the seventh day
following the day on which the notice of meeting was mailed.
The Bank's board of directors has appointed two other standing committees
to which certain responsibilities have been delegated--the Investment Committee
and the Community Reinvestment Act Committee. The Board of Directors and the
Bank's board of directors appoint other committees of its members to perform
certain more limited functions from time to time and have appointed committees
to administer the various employee and director benefit plans which have been
established by the Bank.
BOARD OF DIRECTORS OF THE BANK
The Bank also has a nine-member board of directors which is composed of the
same persons who are now directors of the Company. It is anticipated that
nominees Virginia C. Brandt and Felton J. Capel will also be elected directors
of the Bank.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Members of the Board of Directors receive no fees or
compensation for their service. However, all members of the Board of Directors
are also directors of the Bank. During the fiscal year ended June 30, 1997, each
member of the Bank's board of directors received fees of $12,000 except for (i)
J. E. Causey, Chairman of the board of directors and member of the Executive
Committee, who received fees of $35,000 and (ii) the other members of the
Executive Committee (except Mr. Samuels) who received fees of $26,000. Mr.
Samuels and Mr. Burns received annual board fees of $12,000 per year. Mr.
Samuels does not receive additional compensation for serving on the Executive
Committee.
Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, but during the fiscal year ended June 30, 1997, all of the Bank's
directors except Mr. Samuels and Mr. Burns received a cash bonus of $14,400,
<PAGE>
pursuant to the Bank's Bonus Compensation Plan. Mr. Samuels and Mr. Burns
received a $23,040 and a $11,520 bonus, respectively, under the Bonus
Compensation Plan during the fiscal year ended June 30, 1997. The Bonus
Compensation Plan provided that additional incentive compensation will be
payable quarterly to those directors and officers who hold unexercised stock
options issued pursuant to the First Savings Bank of Moore County, Inc., SSB
Non-qualified Stock Option Plan for Directors and the First Savings Bank of
Moore County, Inc., SSB Employee Stock Option Plan. See "-- Directors
Compensation --Directors Stock Option Plan" and "-- Employees Stock Option
Plan." Under the Bonus Compensation Plan, incentive compensation was paid soon
after the close of each of the Company's fiscal quarters. The amount of
incentive compensation awarded quarterly to directors and officers under the
Bonus Compensation Plan was equal to the number of shares subject to unexercised
options granted under such plans times the amount of dividends awarded per share
of the Common Stock outstanding during such immediately preceding fiscal
quarter.
DIRECTORS STOCK OPTION PLAN. Members of the Board of Directors are eligible
recipients under the First Savings Bank of Moore County, Inc., SSB Non-qualified
Stock Option Plan for Directors (the "Directors Plan"). Pursuant to the
Directors Plan, 360,000 shares of the Common Stock have been reserved for
issuance upon the exercise of stock options which were granted to non-employee
directors under the Directors Plan. Of this amount, options to purchase 45,000
shares of the Common Stock have been granted to each member of the Board of
Directors, other than Mr. Samuels and Mr. Burns, who received no options under
the Directors Plan. The options were granted to directors in recognition of
their past service to the Bank and as an incentive for their continued
performance. No cash consideration was paid for the options.
Options granted under the Directors Plan have an exercise price of $10.00
per share, the fair market value of the underlying securities on the date the
options were granted. Options granted under the Directors Plan have a term of
ten years and are not transferable except upon death. However, if an optionee
ceases to be a director of the Bank for any reason other than death or
disability and prior to attaining age 70, he must exercise his options, if at
all, within three months thereafter. The options granted under the Directors
Plan became vested in the recipients and nonforfeitable when they were granted.
The Bank's board of directors can amend the Directors Plan at any time; however,
the Bank's board of directors cannot make any change which would deprive an
existing option holder of any of his rights without his consent. There are
limitations on the number of amendments which may occur with respect to certain
provisions of the Directors Plan. In addition, if the Bank desires for the Plan
to continue to satisfy the requirements of Rule 16b-3 under the Exchange Act,
shareholder approval is required for certain amendments to the Directors Plan.
Options granted pursuant to the Directors Plan do not qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and are therefore non-qualified stock options. In general, the
holder of a non-qualified stock option will recognize compensation income equal
to the amount by which the fair market value of the Common Stock received on the
date of exercise exceeds the sum of the exercise price and any amount paid for
the non-qualified stock option. If the optionee elects to pay the exercise price
in whole or in part with the Common Stock, the optionee generally will not
recognize any gain or loss on the Common Stock surrendered in payment of the
exercise price. The Bank generally will not recognize any income or be entitled
to claim any deduction upon the grant of a non-qualified stock option. At the
time the optionee is required to recognize compensation income upon the exercise
of the non-qualified stock option, the Bank generally will be entitled to claim
a deduction in the amount equal to such compensation income.
Prior to October 1, 1996, when the Bank's Bonus Compensation Plan was
terminated, holders of unexercised options under the Directors Plan were also
entitled to receive bonus compensation paid pursuant to that Bonus Compensation
Plan.
EXECUTIVE OFFICERS
The Company has three executive officers (as such term is defined in the
federal securities laws). The following table sets forth certain information
with respect to those persons.
7
<PAGE>
<TABLE>
<CAPTION>
EMPLOYED BY
AGE ON POSITIONS AND OCCUPATIONS THE COMPANY
NAME JUNE 30, 1997 DURING LAST FIVE YEARS SINCE
- ------------------------- ------------- ----------------------------------------- -----------
<S> <C> <C> <C>
William E. Samuels, Jr. 66 President and Chief Executive Officer 1967
of the Company and the Bank
John F. Burns 49 Executive Vice President, Secretary, 1972
Treasurer and Chief Financial Officer of
the Company and the Bank
Timothy S. Maples 36 Vice President, Controller and Internal 1993
Auditor of the Company and the Bank/(1)/
</TABLE>
_______________________
/(1)/ Prior to his employment with the Bank, Mr. Maples served as a Vice
President/Commercial Lending Officer with Mid South Company (and its
predecessor, First Carolina Company) and prior to that, was a public
accountant with Deloitte & Touche LLP.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE. Employees of the Company receive no
compensation for their service. However, the following table shows, for the
three fiscal years ending June 30, 1997, 1996, and 1995, the cash compensation
paid by the Bank, as well as certain other compensation paid or accrued for
those years, to William E. Samuels, Jr. and John F. Burns.
8
<PAGE>
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS COMPENSATION
-------------------------------------- ------------------------------------- ---------------
SECURITIES UNDERLYING
RESTRICTED OPTIONS/STOCK
NAME AND OTHER ANNUAL STOCK APPRECIATION RIGHTS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS ("SARS") (IN SHARES)
- --------------------------- ---- -------------- ------------- ------------ ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C>
William E. Samuels, Jr., 1997 $ 160,257/(1)/ $ 43,091/(2)/ $ $ $ 18,000/(3)/
President, Chief Executive 1996 150,000/(1) / 55,738/(2)/ -- -- -- 18,000/(3)/
Officer and Director of 1995 145,560/(1) / 52,858/(2)/ -- -- -- 18,000/(3)/
the Company and Bank
John F. Burns, 1997 $ 102,473/(1)/ $ 24,768/(4)/ $ $ $ 14,909/(5)/
Executive Vice President, 1996 93,000 30,852/(4)/ -- -- -- 14,921/(5)/
Secretary, Treasurer and 1995 89,625 29,412/(4)/ -- -- -- 13,689/(5)/
Chief Financial Officer
of the Company and Bank
</TABLE>
- ---------------------------
/(1)/ Includes directors' fees from the Bank in the amount of $12,000 for Mr.
Samuels for the years ended June 30, 1997, 1996 and 1995 and $3,000 for
Mr. Burns for the year ended June 30, 1997.
/(2)/ Includes annual bonus of $23,040, $36,000 and $33,120 under Bonus
Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other
discretionary bonuses.
/(3)/ Includes $10,356, $10,164 and $9,527 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$7,644, $7,836 and $8,473 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
respectively. A total of 1,399 shares of Common Stock with a market value
of $31,128 or $22.25 per share as of June 30, 1997, were allocated to Mr.
Samuels under the Employee Stock Ownership Plan during the year ended
June 30, 1997.
/(4)/ Includes annual bonus of $11,520, $18,000 and $16,560 under Bonus
Compensation Plan in fiscal 1997, 1996 and 1995, respectively, and other
discretionary bonuses.
/(5)/ Includes $8,578, $8,425 and $7,245 contributed or allocated by the Bank
pursuant to the Bank's defined contribution profit sharing plan and
$6,331, $6,496 and $6,444 contributed by the Bank pursuant to the Bank's
Employee Stock Ownership Plan during fiscal 1997, 1996 and 1995,
respectively. A total of 1,135 shares of Common Stock with a market value
of $25,254 or $22.25 per share as of June 30, 1997, were allocated to Mr.
Burns under the Employee Stock Ownership Plan during the year ended June
30, 1997.
9
<PAGE>
EMPLOYEES STOCK OPTION PLAN. Pursuant to the First Savings Bank of Moore
County, Inc., SSB Employee Stock Option Plan (the "Employees Plan"), 360,000
shares of the Common Stock have been reserved for issuance upon the exercise of
options which could be granted under the Employees Plan. Eleven officers of the
Bank have been granted options to purchase 270,000 shares of the Common Stock.
Options granted under the Employees Plan have a vesting schedule which
provides that 20% of the options granted vested automatically on January 6,
1994, and 10% vested or will vest on each subsequent anniversary date, so that
the options would be completely vested in eight years. Options become 100%
vested at retirement, death or disability, if earlier. In addition, options
granted under the Employees Plan immediately vest and may be exchanged for cash
payments upon a "change in control" of the Bank. The definition of "change in
control" in the Employees Plan is similar to that described below under the
heading "-- Employment Agreements." The Board of Directors amended the vesting
schedule for all of Mr. Samuels' and Mr. Burns' remaining unvested stock options
on December 12, 1996. Mr. Samuels' remaining 43,200 unvested options will vest
in increments of 10,000 options on January 6, 1997, 1998, 1999 and 2000, and the
remaining 3,200 options will vest on January 6, 2001. Mr. Burns' remaining
21,600 unvested options will vest in increments of 10,000 options on January 6,
1997 and 1998, and the remaining 1,600 options will vest on January 6, 1999.
The following table provides certain information with respect to the number
of shares of the Common Stock represented by outstanding stock options held by
Messrs. Samuels and Burns as of June 30, 1997. Also reported are the value for
"in-the-money" options which represents the positive spread between the exercise
price of existing stock options and the last sales price of the Common Stock as
of June 30, 1997 as reported on the Nasdaq National Market. No options were
exercised by either Mr. Samuels or Mr. Burns during the fiscal year ended June
30, 1997.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED VALUE OPTIONS/SARS AT OPTIONS/SARS AT
NAME ON EXERCISE REALIZED FISCAL YEAR END FISCAL YEAR END/(1)/
- ------------- -------------- ----------- -------------------------------- -----------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- -------------- -------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
William E. Samuels, Jr. 0 0 38,800/0 33,200/0 $863,300/$0 $738,700/$0
John F. Burns 0 0 24,400/0 11,600/0 $542,900/$0 $258,100/$0
</TABLE>
________________
/(1)/ The exercise price of the stock options is $10.00. On June 30, 1997, the
last sale price for the Common Stock as reported on the Nasdaq National
Market was $22.25.
EMPLOYMENT AGREEMENTS. The Bank has entered into employment agreements
with William E. Samuels, Jr., President and Chief Executive Officer, and John F.
Burns, Executive Vice President and Chief Financial Officer, in order to
establish their duties and compensation and to provide for their continued
employment with the Bank. Each of the agreements provides for an initial term
of employment of three years. Commencing on the first anniversary date and
continuing on each anniversary date thereafter, the agreements will be extended
for an additional year so that the remaining term will be three years unless
written notice of non-renewal is given by the Bank's board of directors after
<PAGE>
conducting a performance evaluation of the employee. Mr. Samuels' agreement now
provides for an annual base salary of $150,000 and Mr. Burns' agreement now
provides for an annual base salary of $105,000. The agreements also provide
that the base salary shall be reviewed by the Board of Directors not less often
than annually. In the event of a change in control (as defined below), the
employees' base salaries must be increased by at least 5% annually. In
addition, the employment agreements provide for profitability and discretionary
bonuses and participation in other pension, profit-sharing or retirement plans
maintained by the Bank, as well as fringe benefits normally associated with such
employees' offices. The employment agreements provide that they may be
terminated by the Bank for cause, as defined in the agreements, and that they
may otherwise be terminated by the Bank (subject to vested rights) or by the
employees.
The employment agreements provide that if employment is terminated in
connection with, or within 24 months after, a change in control or if the nature
of the employees' compensation, duties or benefits are diminished following a
change in control, and the employees terminate their employment, the employees
will be entitled to receive compensation equal to 2.99 times their average
annual compensation for income tax purposes for the most recent five tax years
prior to the change in control, payable in lump sum or in equal monthly
payments. For purposes of the employment agreement, a change in control
generally will occur if (i) after the effective date of the employment
agreement, any "person" (as such term is defined in Sections 3(a)(9) and
13(d)(3) of the Exchange Act) directly or indirectly, acquires beneficial
ownership of voting stock, or acquires irrevocable proxies or any combination of
voting stock and irrevocable proxies, representing 25% or more of any class of
voting securities of the Company, or acquires in any manner control of the
election of a majority of the directors of the Company, (ii) the Company
consolidates or merges with or into another corporation, association or entity,
or is otherwise reorganized, where the Company is not the surviving corporation
in such transaction, or (iii) all or substantially all of the assets of the
Company are sold or otherwise transferred to or are acquired by any other entity
or group.
Payments under the employment agreements in the event of a change in
control may constitute excess parachute payments under Section 280G of the Code
resulting in the imposition of excise taxes on the recipients and denial of a
deduction to the Bank for all amounts in excess of the executives' average
annual compensation for the five tax years preceding the change in control.
Each agreement provides that benefits payable to the employee as a result of a
change in control will be modified or reduced to the extent deemed to be
necessary by the Bank's board of directors to avoid the imposition of excise
taxes on the employee or the disallowance of a deduction to the Bank.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Executive
Committee of the Bank's board of directors serves the role of the compensation
committee. The executive committee determines the compensation of the executive
officers and the Bank's other employees. During the fiscal year ended June 30,
1997, the executive committee consisted of W. Harry Fullenwider, H. David
Bruton, J. E. Causey, Joe Montesanti and William E. Samuels, Jr. Mr. Samuels is
also President and Chief Executive Officer of the Company and the Bank. Mr.
Fullenwider died on January 16, 1997. Mr. Samuels participates in decisions of
the Bank's executive committee and board of directors regarding compensation of
all executive officers of the Bank other than himself. Mr. Fullenwider's law
firm, Pollock, Fullenwider, Patterson & Thompson, P.A., from time to time has
provided legal services to the Bank during the last fiscal year.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION. It is the
responsibility of the Bank's executive committee to review and evaluate
performance of the Bank's executive officers. The salary of each executive
officer, including Mr. Samuels, the Chief Executive Officer, is determined based
upon the executive officer's contributions to the Bank's overall profitability,
maintenance of regulatory compliance standards, professional leadership, and
management effectiveness in meeting the needs of day to day operations. In
addition, the executive officers of the Bank are eligible to receive (i)
discretionary bonuses based on profit--as are all other employees --declared by
the Bank's board of directors based upon after-tax net income of the Bank and
(ii) bonuses under the Bonus Compensation Plan.
H. David Bruton
J. E. Causey
Joe Montesanti
William E. Samuels, Jr.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative shareholder return on
the Common Stock with a Nasdaq (U.S. companies) index and with a savings
institution peer group whose stock is quoted on Nasdaq. The graph was prepared
using data through June 30, 1997.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
Performance Report for
First Savings Bancorp, Inc.
Prepared by the Center for Research in Security Prices
Produced on August 7, 1997 including data to June 30, 1997
Date Company Index Market Index Peer Index
---- ------------- ------------ ----------
06/30/92 71.600 57.916
07/31/92 74.136 61.851
08/31/92 71.870 60.298
09/30/92 74.541 61.417
10/30/92 77.477 63.377
11/30/92 83.643 67.364
12/31/92 86.722 71.647
01/29/93 89.191 76.753
02/26/93 85.863 79.764
03/31/93 88.348 84.220
04/30/93 84.578 83.506
05/28/93 89.630 81.071
06/30/93 90.045 84.979
07/30/93 90.151 90.988
08/31/93 94.811 95.828
09/30/93 97.635 100.135
10/29/93 99.829 100.745
11/30/93 96.852 97.718
12/31/93 99.552 100.547
01/06/94 100.000 100.000 100.000
01/31/94 100.893 102.573 103.044
02/28/94 102.679 101.616 101.904
03/31/94 101.786 95.367 98.362
04/29/94 107.143 94.130 101.712
05/31/94 108.929 94.360 109.043
06/30/94 126.087 90.909 112.167
07/29/94 131.491 92.774 114.744
08/31/94 135.093 98.688 117.490
09/30/94 140.756 98.436 115.155
10/31/94 129.441 100.370 108.527
11/30/94 122.199 97.041 101.481
12/30/94 116.565 97.313 102.558
01/31/95 114.744 97.859 107.954
02/28/95 118.387 103.034 114.853
03/31/95 122.837 106.088 115.549
04/28/95 120.087 109.427 119.822
05/31/95 122.837 112.250 121.984
<PAGE>
06/30/95 134.160 121.346 126.067
Date Company Index Market Index Peer Index
---- ------------- ------------ ----------
07/31/95 134.160 130.265 131.263
08/31/95 141.614 132.905 144.466
09/29/95 144.371 135.961 147.334
10/31/95 149.996 135.183 145.306
11/30/95 146.246 138.356 150.313
12/29/95 134.494 137.620 153.722
01/31/96 145.347 138.299 152.082
02/29/96 138.741 143.564 155.159
03/29/96 138.953 144.039 157.922
04/30/96 145.615 155.989 160.474
05/31/96 146.567 163.152 161.486
06/28/96 143.751 155.797 163.520
07/31/96 129.280 141.921 160.665
08/30/96 131.209 149.872 168.926
09/30/96 140.258 161.336 173.475
10/31/96 141.232 159.553 180.815
11/29/96 148.050 169.418 192.477
12/31/96 147.463 169.264 197.150
01/31/97 147.463 181.292 207.304
02/28/97 153.361 171.283 221.949
03/31/97 155.917 160.105 216.066
04/30/97 156.910 165.115 217.642
05/30/97 158.897 183.833 230.815
06/30/97 178.285 189.465 250.410
LEGEND
<TABLE>
<CAPTION>
Symbol CRSP Total Returns Index for: 06/30/92 06/30/93 06/30/94 06/30/95 06/28/96 06/30/97
- ------ ---------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
______ + First Savings Bancorp, Inc. 126.1 134.2 143.8 178.3
...___ . * Nasdaq Stock Market (US Companies) 71.6 90.0 90.9 121.3 155.8 189.5
- -------- ++ NASDAQ Stocks (SIC 6030-6039 US Companies) 57.9 85.0 112.2 126.1 163.5 250.4
Savings Institutions
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 01/06/94.
<PAGE>
CERTAIN INDEBTEDNESS AND TRANSACTIONS OF MANAGEMENT
The Bank makes loans to its executive officers and directors in the
ordinary course of its business. These loans are currently made on
substantially the same terms, including interest rates, collateral and repayment
terms, as those then prevailing for comparable transactions with nonaffiliated
persons, and do not involve more than the normal risk of collectibility or
present any other unfavorable features. Applicable regulations prohibit the
Bank from making loans to its executive officers and directors at terms more
favorable than could be obtained by persons not affiliated with the Bank. The
Bank's policy concerning loans to executive officers and directors currently
complies with such regulations.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
Dixon, Odom & Co., L.L.P. was the Company's independent auditor for the
year ended June 30, 1997 and has been selected as the Company's independent
auditor for the year ending June 30, 1998. Such selection is being submitted to
the Company's shareholders for ratification. A representative of Dixon, Odom &
Co., L.L.P. is expected to attend the Meeting and will be afforded an
opportunity to make a statement, if he so desires, and to respond to appropriate
questions from shareholders.
As of August 29, 1996, Dixon, Odom & Co., L.L.P. was engaged as the
Company's new independent auditor. Prior to that time, Deloitte & Touche LLP
served as the Company's independent auditor. The decision to change independent
auditors was based on several factors, including location and cost, and was
approved by the Executive Committee. Deloitte & Touche LLP's report on the
Company's financial statements for the fiscal years ended June 30, 1996 and 1995
did not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
During such year and the subsequent interim period through August 29, 1996,
there were no disagreements between the Company and Deloitte & Touche LLP on any
matter of accounting principles of practice, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of such
auditor, would have caused it to make reference to the subject of such
disagreement in connection with its reports. During its two most recent fiscal
years and the subsequent interim period ended August 29, 1996, the Company has
not consulted Dixon, Odom & Co., L.L.P. with regard to either: (i) application
of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the Company's
financial statements, or (ii) any matter that was either the subject of a
disagreement or a reportable event.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
---
RATIFICATION OF THE SELECTION OF DIXON, ODOM & CO., L.L.P. AS INDEPENDENT
AUDITOR FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 1998.
PROPOSALS FOR 1998 ANNUAL SHAREHOLDERS' MEETING
It is presently anticipated that the 1998 Annual Meeting of Shareholders
will be held in October of 1998. In order for shareholder proposals to be
included in the proxy materials for that meeting, such proposals must be
received by the Secretary of the Company at the Company's principal executive
office not later than July 2, 1998, and meet all other applicable requirements
for inclusion therein.
The Company's bylaws provide that, in order to be eligible for
consideration at the annual meeting of shareholders, all nominations of
directors, other than those made by the Company's Board of Directors, must be
made
<PAGE>
in writing and must be delivered to the Secretary of the Company not less than
30 days nor more than 50 days prior to the meeting at which such nominations
will be made; provided, however, if less than 21 days notice of the meeting is
given to shareholders, such nominations must be delivered to the Secretary of
the Company not later than the close of business on the seventh day following
the day on which the notice of meeting was mailed.
OTHER MATTERS
Management knows of no other matters to be presented for consideration at
the Meeting or any adjournments thereof. If any other matters shall properly
come before the Meeting, it is intended that the proxyholders named in the
enclosed form of proxy will vote the shares represented thereby in accordance
with their judgment, pursuant to the discretionary authority granted therein.
MISCELLANEOUS
The Annual Report of the Company for the year ended June 30, 1997, which
includes financial statements audited and reported upon by the Company's
independent auditor, is being mailed along with this Proxy Statement; however,
it is not intended that the Annual Report be a part of this Proxy Statement or a
solicitation of proxies.
THE FORM 10-K FILED BY THE COMPANY WITH THE SEC, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WILL BE PROVIDED FREE OF CHARGE UPON WRITTEN
REQUEST DIRECTED TO: FIRST SAVINGS BANCORP, INC., POST OFFICE BOX 1657, 205
S.E. BROAD STREET, SOUTHERN PINES, NORTH CAROLINA 28388-1657, ATTENTION:
WILLIAM E. SAMUELS, JR.
By Order of the Board of Directors,
/s/ John F. Burns
John F. Burns
Secretary
Southern Pines, North Carolina
September 26, 1997
<PAGE>
FIRST SAVINGS BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 30, 1997
The undersigned hereby appoints H. David Bruton, J.E. Causey, Joe Montesanti,
Jr. and W.E Samuels and each or any of them proxies, with power of substitution,
to vote all shares of the undersigned at the Annual Meeting of Stockholders of
First Savings Bancorp, Inc. (the "Company") to be held on October 30, 1997, at
10:00 a.m. at the Holiday Inn, U.S. Highway 1 By-Pass, Southern Pines, N.C. or
at any adjournment thereof, upon the matters set forth in the Proxy Statement
for such meeting and in their discretion, on such other business as may properly
come before the meeting, as follows on the reverse side.
IF PROPERLY MARKED, DATED, SIGNED AND RETURNED, THIS PROXY WILL BE VOTED AS
DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS STATED. IF INSTRUCTIONS ARE GIVEN WITH RESPECT TO SOME BUT NOT ALL
PROPOSALS SUCH INSTRUCTIONS AS ARE GIVEN WILL BE FOLLOWED, BUT THE PROXY WILL BE
VOTED FOR THE PROPOSALS AS TO WHICH NO INSTRUCTIONS ARE GIVEN. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOW OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
A PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE BY THE FILING OF A
WRITTEN NOTICE OF REVOCATION WITH THE SECRETARY OF THE COMPANY, BY DELIVERING TO
THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement.
- --------------------------------------------------------------------------------
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: When shares are held by joint tenants, both should sign. Persons signing
as Executor, Administrator, Trustee, etc should so indicate. Please sign exactly
as the name appears on the proxy.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENT?
PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<S> <C>
- -------------------------------
FIRST SAVINGS BANCORP, INC. 1. Election of Directors.
- ------------------------------- For all With- For All
Term Ending at 1999 Annual Meeting: Members Hold Except
Virginia C. Brandt [_] [_] [_]
Term Ending at 2000 Annual Meeting:
John F. Burns W. Harrell Johnson
Felton J. Capel Thomas F. Phillips
Note: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s). Your shares will be voted for the
remaining nominee(s).
RECORD DATE SHARES:
For Against Abstain
2 To ratify the selection of Dixon, Odom, [_] [_] [_]
& Co., L.L.P. as the independent
auditor for the Company for the
fiscal year ending June 30, 1998.
3 To transact such other business as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to be considered at the Meeting.
------------
Please be sure to sign and date this Proxy Mark box at right if an address change or comments has [_]
- ----------------------------------------------------------
been noted on the reverse side of this card
- --Stockholder sign here--------------Co-owner sign here---
</TABLE>
