<PAGE> 1
[OTTAWA FINANCIAL CORPORATION LETTERHEAD]
April 7, 1997
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Ottawa Financial
Corporation (the "Corporation"), we cordially invite you to attend the Annual
Meeting of Shareholders of the Corporation. The meeting will be held at 10:00
A.M., Holland, Michigan time, on April 29, 1997 at the Haworth Conference
Center at Hope College, located at 225 College Avenue, Holland, Michigan. This
annual meeting will include management's report to you on the Corporation's
1996 financial and operating performance.
We encourage you to attend the meeting in person. Whether or not you plan to
attend, however, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING
POSTPAID RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will save the
Corporation additional expense in soliciting proxies and will ensure that your
shares are represented at the meeting.
Your Board of Directors and management are committed to the continued success
of Ottawa Financial Corporation and the enhancement of your investment. As
President and Chief Executive Officer, I want to express my appreciation for
your confidence and support.
Very truly yours,
/s/ Gordon L. Grevengoed
GORDON L. GREVENGOED
President and Chief Executive Officer
<PAGE> 2
OTTAWA FINANCIAL CORPORATION
245 Central Avenue
Holland, Michigan 49423
(616) 393-7000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 29, 1997
Notice is hereby given that the Annual Meeting of Shareholders of Ottawa
Financial Corporation (the "Corporation") will be held at the Haworth
Conference Center at Hope College, located at 225 College Avenue, Holland,
Michigan on April 29, 1997, at 10:00 A.M., Holland, Michigan time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of Crowe, Chizek and Company LLP as
independent auditors for the Corporation for the fiscal year ending
December 31, 1997; and
such other matters as may properly come before the Meeting or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date
specified above, or on any date or dates to which the Meeting may be adjourned.
Shareholders of record at the close of business on March 31, 1997, are the
shareholders entitled to vote at the Meeting and any adjournments thereof. A
complete list of shareholders entitled to vote at the Meeting will be available
for inspection by shareholders at the offices of the Corporation during the ten
days prior to the Meeting, as well as at the Meeting.
You are requested to complete, sign and date the enclosed form of Proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in
the enclosed envelope. The Proxy will not be used if you attend and vote at
the Meeting in person or otherwise properly revoke such proxy.
By Order of the Board of Directors
/s/ Gordon L. Grevengoed
Gordon L. Grevengoed
President and Chief Executive Officer
Holland, Michigan
April 7, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
<PAGE> 3
OTTAWA FINANCIAL CORPORATION
245 Central Avenue
Holland, Michigan 49423
(616) 393-7000
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1997
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of Ottawa Financial Corporation (the
"Corporation") of proxies to be used at the Annual Meeting of Shareholders (the
"Meeting") of the Corporation, to be held at the Haworth Conference Center at
Hope College, located at 225 College Avenue, Holland, Michigan on April 29,
1997, at 10:00 A.M., Holland, Michigan time, and all adjournments of the
Meeting. The accompanying Notice of Meeting and this Proxy Statement are first
being mailed to shareholders on or about April 7, 1997. Certain of the
information provided herein relates to AmeriBank (the "Bank"), a wholly-owned
subsidiary of the Corporation.
At the Meeting, shareholders of the Corporation are being asked to consider
and vote upon (i) the election of three directors of the Corporation and (ii)
the ratification of the appointment of Crowe, Chizek and Company LLP as the
Corporation's independent auditors for the fiscal year ending December 31,
1997.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Corporation common stock, par value $.01 per share (the "Common
Stock"), represented at the Meeting by properly executed proxies received prior
to or at the Meeting and not revoked, will be voted at the Meeting in
accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the nominees and the adoption of
the proposal set forth in this Proxy Statement. The Corporation does not know
of any matters other than as described in the Notice of Annual Meeting of
Shareholders that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will have the discretion to vote on such
matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in person or
represented by proxy at the Meeting and entitled to vote on the election of
directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
shareholders. Proxies marked as abstaining with respect to a proposal have the
same effect as votes against the proposal. Broker non-votes have no effect on
the vote. One-third of the shares of the Common Stock present, in person or
represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to this solicitation may be revoked at any time before
it is voted. A shareholder may revoke a proxy at any time prior to its
exercise by filing with the Secretary a duly executed revocation or a proxy
bearing a later date, or attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Douglas J.
Iverson, Executive Vice President and Secretary of the Corporation, 245 Central
Avenue, Holland, Michigan 49423.
<PAGE> 4
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on March 31, 1997 (the
"Voting Record Date") will be entitled to one vote for each share then held.
As of the Voting Record Date, the Corporation had 5,050,187 shares of Common
Stock issued and outstanding. The following table sets forth, as of the Voting
Record Date, information regarding share ownership of: (i) those persons or
entities known by management to beneficially own more than five percent of the
Corporation's Common Stock and (ii) all directors and officers as a group. See
"Proposal I - Election of Directors for information regarding beneficial share
ownership of the Corporation's Directors and Chief Executive Officer.
Beneficial Percent of
Beneficial Owners Ownership Class
- --------------------------------- ---------- -----------
Ottawa Financial Corporation 421,841 8.35%
Employee Stock Ownership Plan
245 Central Avenue
Holland, Michigan 49423(1)
Schwartz Investment Counsel, Inc. 471,200 9.33%
and Schwartz Investment Trust
3707 W. Maple
Bloomfield Hills, Michigan 48301(2)
Directors and executive officers 609,614 11.72%
of the Corporation and the Bank
as a group (11 persons)(3)
- -------------------------------------------
(1) Represents shares held by the Ottawa Financial Corporation Employee
Stock Ownership Plan (the "ESOP"), 141,213 shares which have been
allocated to accounts of participants. Pursuant to the terms of the
ESOP, participants in the ESOP have the right to direct the voting of
shares allocated to participant accounts. First Bankers Trust
Company, N.A., Quincy, Illinois, as the trustee of the ESOP, may also
be deemed to be a "beneficial owner" of the shares held by the ESOP
which have not been allocated to a specific participant's account or
which have been allocated but not voted by the participants.
(2) As reported by Schwartz Investment Counsel, Inc. ("SICI") and Schwartz
Investment Trust ("SIT") on behalf of its series fund, Schwartz Value
Fund, pursuant to an Amendment No. 1 to a Schedule 13G filed with the
Securities and Exchange Commission. SICI reported sole voting power
and sole dispositive power with respect to 165,400 shares and 274,900
shares of Common Stock, respectively, and shared voting power with
respect to 31,300 shares of Common Stock. SIT reported sole voting
power and sole dispositive power with respect to 165,000 shares of
Common Stock.
(3) Includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, held in a
fiduciary capacity, held by certain of the group members' families, or
held by trusts of which the group member is a trustee or substantial
beneficiary, with respect to which shares the group member may be
deemed to have sole or shared voting and/or investment powers. This
amount also includes options to purchase and rights to acquire 149,212
shares of Common Stock granted to directors and executive officers
which are either currently exercisable or exercisable within 60 days
of the voting record date.
PROPOSAL I -- ELECTION OF DIRECTORS
The Corporation's Board of Directors is composed of ten members.
Approximately one-third of the directors are elected annually. Directors of
the Corporation are generally elected to serve for a three-year term or until
their respective successors are elected and qualified.
The following table sets forth certain information, as of the Voting
Record Date, regarding the composition of the Corporation's Board of Directors,
including each director's term of office. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified in
the following table. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld
2
<PAGE> 5
as to a nominee) will be voted at the Meeting FOR the election of the
nominees identified below. If a nominee is unable to serve, the
shares represented by all valid proxies will be voted for the election
of such substitute nominee as the Board of Directors may recommend.
At this time, the Board of Directors knows of no reason why a nominee
might be unable to serve if elected. Except as disclosed herein,
there are no arrangements or understandings between any nominee and
any other person pursuant to which the nominee was selected. An
asterisk (*) in the table indicates that an individual beneficially
owns less than one percent of the outstanding Common Stock of the
Corporation.
<TABLE>
<CAPTION>
PERCENT
POSITION(S) HELD IN DIRECTOR TERM TO BENEFICIAL OF
NAME AGE THE CORPORATION SINCE(1) EXPIRE OWNERSHIP(2) CLASS
- ----------------------- --- ---------------------------------- -------- ------- ------------ --------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Gordon H. Cunningham 66 Chairman of the Board 1973 2000 47,285 *
B. Patrick Donnelly, III 52 Director 1984 2000 26,439 *
Robert D. Kolk 56 Director 1989 2000 48,939 *
DIRECTORS CONTINUING IN OFFICE
Ronald L. Haan 43 Director, Senior Vice President and 1996 1999 75,731 1.49%
Assistant Secretary
Brian W. Koop 47 Director 1992 1999 36,439 *
Douglas J. Iverson 47 Executive Vice President, Chief 1993 1999 88,283 1.74%
Operating Officer, Secretary and
Director
Paul D. Winchester 75 Director 1973 1999 45,063 *
Gordon L. Grevengoed 65 President, Chief Executive Officer 1986 1998 134,063 2.63%
and Vice Chairman of the Board
G. W. Haworth 85 Director 1966 1998 63,933 1.26%
Leon E. Koops 52 Director 1986 1998 41,439 *
- ---------------
</TABLE>
(1) Includes service as a director of the Bank.
(2) Amounts include shares of Common Stock held directly and jointly with
family members, shares allocated to listed officers under the ESOP,
shares granted to the named individuals under the Corporation's
Management Recognition Plan (the "MRP"), and shares which are held in
retirement accounts, or by certain members of the named individuals'
families, or held by trusts of which the named individual is a trustee
or substantial beneficiary, with respect to which shares the
respective directors may be deemed to have sole or shared voting
and/or investment power. Amounts also include options to purchase
44,966 shares, 33,724 shares, 11,998 shares, 10,792 shares and 7,195
shares of Common Stock granted to Messrs. Grevengoed, Iverson and
Haan, Chairman Cunningham and each of the other listed directors
respectively, under the Corporation's 1995 Stock Option and Incentive
Plan (the "Stock Option Plan") which are either currently exercisable
or exercisable within 60 days of the voting record date. Mr. Haan's
beneficial ownership also includes 4,562 warrants to purchase an
aggregate of 4,562 shares of Common Stock.
The business experience of each director of the Corporation for at
least the past five years is set forth below.
GORDON H. CUNNINGHAM. Mr. Cunningham has been Chairman of the Board
of Directors of Ottawa since its incorporation in March 1994. Mr. Cunningham
is a partner in the law firm of Cunningham Dalman, P.C., which acts as general
counsel to AmeriBank. He was appointed Chairman of the Board of the Bank in
1992.
B. PATRICK DONNELLY, III. Mr. Donnelly became the Plant Manager of
RAN Enterprises, Inc., an auto parts manufacturer, in November 1995. He was
the Production Manager of Technical Auto Parts, also an auto parts
manufacturer, since 1993. Mr. Donnelly had also served as President of
Donnelly - Cooper Industries, a powder coating company, and President of
Lithibarmatik, a manufacturer of machinery. Donnelly - Cooper Industries filed
for bankruptcy in 1990, was discharged in 1992, and voluntarily went out of
business in 1993. He is also a director of Donnelly Corporation, a publicly
held company.
3
<PAGE> 6
ROBERT D. KOLK. Mr. Kolk is President and Co-owner of Mechanical
Transplanter Company, a manufacturer of agricultural transplanting machinery.
RONALD L. HAAN. Mr. Haan was employed in 1989 as Executive Vice
President of the former AmeriBank (AmeriBank was acquired by the Corporation in
February 1996 and in August 1996 Ottawa Savings changed its name to AmeriBank)
and in February 1990 was appointed Chief Financial Officer. In December 1990,
he was elected President, Chief Administrative Officer and a director of the
former AmeriBank. Prior to his employment at the former AmeriBank, Mr. Haan
was employed by MetroBanc Federal Savings Bank of Grand Rapids, Michigan, from
1978 to 1987 as Vice President, and from 1987 to 1989 at Comerica Bank, Grand
Rapids, Michigan, as Vice President and Regional Manager. Effective in
February 1996, he was elected as Executive Vice President, Chief Operating
Officer and Assistant Secretary of the Bank and Senior Vice President and
Assistant Secretary of the Corporation. As of such dates, he was also
appointed to serve as a director of the Bank and the Corporation.
BRIAN W. KOOP. Mr. Koop is Vice President of Prince Corp, an
automotive parts manufacturer.
PAUL D. WINCHESTER. Mr. Winchester retired in 1981 as President and
General Manager of Hart & Cooley Manufacturing Company, a heating and air
conditioning components manufacturer.
GORDON L. GREVENGOED. Mr. Grevengoed is President, Chief Executive
Officer and Vice Chairman of the Board of the Corporation. He also serves as
Vice Chairman of the Board and Chief Executive Officer of the Bank. He has
served in such capacities with the Corporation since its incorporation in March
1994. He was elected President and Chief Executive Officer of the Bank in 1985
and elected Vice Chairman of the Bank in 1992. Mr. Grevengoed joined the Bank
in 1956. He is also President of the Bank's two wholly-owned subsidiaries.
G. W. HAWORTH. Mr. Haworth is founding Chairman of the Board of
Haworth, Inc., an office furnishings manufacturer.
DOUGLAS J. IVERSON. Mr. Iverson is Executive Vice President,
Secretary and Chief Operating Officer of the Corporation, positions he has held
since the Corporation's inception in March 1994. He was elected President and
Secretary of the Bank effective in February 1996. Prior to that date, Mr.
Iverson had served as Chief Operating Officer of the Bank since 1994; Executive
Vice President, Chief Administrative Officer and Secretary since 1986; and was
first elected a Director in 1993. He joined the Bank in 1972.
LEON E. KOOPS. Mr. Koops is President of Hamilton Distributing
Company, an agricultural equipment distributor.
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Meetings and Committees of the Corporation. Meetings of the
Corporation's Board of Directors are generally held on a monthly basis. For
the year ended December 31, 1996, the Board of Directors met 13 times. During
1996, no incumbent director of the Corporation attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which they served.
The Board of Directors of the Corporation has standing Executive,
Audit, Compensation and Nominating Committees.
The Corporation's Executive Committee generally acts in lieu of the
full Board of Directors between board meetings. This committee is responsible
for formulating and implementing policy decisions, subject to review by the
entire Board of Directors. The Executive Committee is currently composed of
Directors Cunningham (Chairman), Grevengoed, Iverson, Haan and Officer Jon
Swets on a regular basis and Directors Koops, Winchester, Koop, Haworth and
Kolk on a rotating basis. The Executive Committee met 21 times during the year
ended December 31, 1996.
4
<PAGE> 7
The Corporation's Audit Committee is responsible for the review of the
Corporation's annual audit report prepared by the Corporation's independent
auditors. The review includes a detailed discussion with the independent
auditors and recommendation to the full Board concerning any action to be taken
regarding the audit. Directors Cunningham, Donnelly and Winchester serve on
this Committee. The Audit Committee met four times during 1996.
The Compensation Committee, consisting of Chairman Cunningham and
Directors Koop, Koops and Winchester, is responsible for developing and making
recommendations to the Board of Directors with respect to the Corporation's
executive compensation policies. In addition, the Compensation Committee,
pursuant to authority delegated by the Board, determines on an annual basis the
compensation to be paid to the Chief Executive Officer and each of the other
executive officers of the Corporation and the Bank. Non-employee Directors who
do not sit on the Compensation Committee also participate in executive
compensation decision making through the review, discussion and ratification of
the Compensation Committee's recommendations. The Compensation Committee is
also responsible for administering the Corporation's Stock Option Plan and MRP.
This committee met once during 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Corporation. Pursuant to the Corporation's Bylaws, nominations by
shareholders must be delivered in writing to the Secretary of the Corporation
at least 30 days prior to the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets at least monthly and held 13 meetings during the year ended December 31,
1996. During 1996, no incumbent director of the Bank attended fewer than 75%
of the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
The principal standing committees of the Bank are Executive, Loan
Review, Personnel, Compensation, Audit and Nominating. The Bank also has other
committees which meet as needed to review various other functions of the Bank.
DIRECTOR COMPENSATION
Non-employee directors are paid a fee of $300 per month for their
service as a director of the Corporation and $425 per month for their service
as a director of the Bank. In addition, each non-employee director is paid
$200 for each Corporation board meeting attended and $350 for each Bank board
meeting attended. The Chairman of the Board also receives an additional $175
for each Bank board meeting attended. In addition to their board fees,
non-employee directors of the Corporation and the Bank also receive $100 per
hour for committee meetings attended.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or granted to the Corporation's Chief Executive Officer and Executive Vice
Presidents. No other officer made in excess of $100,000 during fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNNUAL COMPENSATION(1) COMPENSATION
AWARDS
----------------------------------------------------------------------------------------------------------------
RESTRICTED ALL OTHER
SALARY BONUS STOCK OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) AWARDS($)(2) (#) ($)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gordon L. Grevengoed, President, 1996 $138,000 $35,009 --- --- $19,310(8)
Chief Executive Officer and Vice 1995 $119,888 $31,791 $733,945(4) 112,412(6) $32,325
Chairman of the Board 1994 $113,102 $30,840 --- --- $26,485
Douglas J. Iverson, Executive Vice 1996 $128,000 $32,211 --- $20,203(8)
President, Chief Operating Officer, 1995 $110,310 $30,129 $504,122(4) 84,309(6) $30,965
Secretary and Director 1994 $104,066 $29,135 --- --- $25,304
Ronald L. Haan, Executive Vice 1996 $118,000 --- $160,600(5) 59,986(7) $19,320(8)
President, Chief Operating Officer,
Assistant Secretary and Director(3)
</TABLE>
(1) The named executive officers in the table did not receive any
additional benefits or perquisites which, in the aggregate, exceeded
the lesser of 10% of his salary and bonus or $50,000.
(2) Represents the dollar value, based on the average of the closing bid
and asked price per share of the Common Stock on the date of grant.
The shares of restricted stock vest in five equal annual installments,
subject to the individual's "Continuous Service" (as defined in the
MRP) with the Corporation and/or the Bank. Any dividends paid on
Common Stock granted pursuant to the MRP are held in a restricted
interest-bearing account until such shares are no longer subject to
restriction.
(3) Compensation for Mr. Haan is reported for the period from February 13,
1996 (the date Mr. Haan commenced employment with the Corporation) to
December 31, 1996.
(4) At December 31, 1996, the value of the 55,644 shares and 38,220 shares
of restricted stock awards granted to Messrs. Grevengoed and Iverson,
based upon the average of the closing bid and asked price of $16.813
per share of Common Stock as reported on the Nasdaq National Market at
such date, was $935,543 and $642,593, respectively. Messrs.
Grevengoed's and Iverson's restricted shares were granted on April 25,
1995.
(5) At December 31, 1996, the value of the 10,000 shares of restricted
stock awards granted to Mr. Haan, based upon the average of the
closing bid and asked price of $16.813 per share of Common Stock as
reported on the Nasdaq National Market at such date, was $168,130.
Mr. Haan's restricted shares were granted on February 13, 1996,
pursuant to the terms of the merger agreement (the "Merger Agreement")
between the Corporation and Mr. Haan's former employer (the "Merger").
(6) On April 25, 1995, Messrs. Grevengoed and Iverson received options to
purchase the number of shares of Common Stock set forth in the table
at an exercise price of $13.19 per share. These options vest equally
over a five year period. At December 31, 1996, Messrs. Grevengoed
and Iverson were vested in 22,483 shares and 16,862 shares, with the
remaining options scheduled to vest equally over the next four years.
See the table captioned "AGGREGATE OPTIONS EXERCISED IN LAST FISCAL
YEAR AND FY-END OPTION VALUES" for additional information on stock
options.
(7) These options were granted to Mr. Haan pursuant to the terms of the
Merger Agreement. See the tables captioned "OPTION GRANTS IN LAST
FISCAL YEAR" and "AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND
FY-END OPTION VALUES" for additional information on stock options.
(8) Represents the Bank's payment of medical and life insurance premiums
of $3,102, $4,061 and $4,061, as well as the Bank's contributions to
the ESOP of $16,208, $16,142 and $15,259 on behalf of Messrs.
Grevengoed, Iverson, and Haan, respectively.
6
<PAGE> 9
The following table sets forth certain information concerning
stock options granted by the Corporation during 1996 to the individual
listed therein. No other stock options and no stock appreciation
rights were granted by the Corporation during 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERMS
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ronald L. Haan 17,986(2) 100% $16.060 02/13/06 $181,659 $ 460,442
42,000(3) 16.375 04/25/06 432,390 1,783,740
</TABLE>
(1) These options were granted to Mr. Haan pursuant to the terms of the
Merger Agreement.
(2) This option vests in five equal annual installments. The first
installment vested on February 13, 1997, and each subsequent
installment will vest on the next four anniversary dates thereafter.
(3) This option vests in five equal annual installments. The first
installment will vest on April 25, 1997, and each subsequent
installment will vest on the next four anniversary dates thereafter.
The following table sets forth certain information concerning the
aggregate number and value of stock options held by the listed individuals at
December 31, 1996. No stock appreciation rights have been granted by the
Corporation to date.
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED OPTIONS AT FY-END (#) FY-END ($)(1)
ON VALUE ------------------------------------------------------------
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gordon L. Grevengoed --- --- 22,483 89,929 $81,456 $325,813
Douglas J. Iverson --- --- 16,862 67,447 $61,091 $244,360
Ronald L. Haan 37,395(2) $447,057(3) 11,998 47,988 $ 6,388 $ 25,551
</TABLE>
(1) Represents the aggregate market value of the named executive officer's
stock options as of December 31, 1996. The market value per share of
Common Stock is the difference between the market price per share of
the Common Stock less the exercise price of the options.
(2) Represents pre-acquisition options held by Mr. Haan to purchase common
stock of Mr. Haan's former employer. These options were converted
into options to purchase the Corporation's Common Stock upon
consummation of the Merger.
(3) Represents the aggregate market value of the options upon exercise.
7
<PAGE> 10
EMPLOYMENT AGREEMENTS
At December 31, 1996, the Bank had employment agreements with Messrs.
Grevengoed, Iverson and Haan. Messrs. Grevengoed's and Iverson's employment
agreements became effective upon completion of the Conversion, August 19, 1994.
Mr. Haan's employment agreement became effective on February 13, 1996. The
employment agreements are for an initial term of three years and provide for
annual base salary in an amount not less than the employees' current salary.
The agreements provide for annual extensions of one year, in addition to the
then-remaining term under the agreements, on each anniversary of the effective
date of the agreements, subject to a formal performance evaluation performed by
disinterested members of the Bank's Board of Directors. The agreements provide
for termination upon the employees' death, for cause or in certain events
specified by OTS regulations. The employment agreements are also terminable by
the employees upon 90 days notice to the Bank.
The employment agreements provide for payment of the greater of the
employee's salary for the remainder of the term of the agreement or 299% of the
employee's base compensation (as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code")) in the event there is a "change
in control" of the Bank where employment terminates involuntarily in connection
with such change in control or within 12 months thereafter. This termination
payment is subject to reduction by the amount of all other compensation to the
employee deemed for purposes of the Code to be contingent on a "change in
control," and may not exceed three times the employee's average annual
compensation over the most recent five-year period or be non-deductible by the
Bank for federal income tax purposes. For the purposes of the employment
agreements, a "change in control" is defined as any event which would require
the filing of an application for acquisition of control or notice of change in
control pursuant to 12 C.F.R. Section 574.3 or Section 574.4. Such events
are generally triggered prior to the acquisition of control of 10% of the
Common Stock. Each agreement also guarantees participation in an equitable
manner in employee benefits applicable to executive personnel.
Based on their current salaries, if Messrs. Grevengoed's, Iverson's
and Haan's employment had been terminated as of December 31, 1996, under
circumstances entitling them to severance pay as described above, they would
have been entitled to receive a lump sum cash payment of approximately
$427,000, $395,000 and $353,000, respectively.
DEFINED BENEFIT PENSION PLAN
The Bank maintains two qualified defined benefit pension plans
(collectively, the "Pension Plans"), one for AmeriBank (the "AmeriBank Pension
Plan") and the one obtained in connection with the Company's acquisition of a
financial institution in 1996 (the "Acquired Pension Plan"). The AmeriBank
Pension Plan covers AmeriBank employees who are at least 20 1/2 years of age
and have completed at least one year (1,000 hours) of eligible service. The
Acquired Pension Plan covers employees of the institution acquired by AmeriBank
in 1996 who are at least 21 years of age and have completed at least one year
(1,000 hours) of eligible service.
The AmeriBank Pension Plan provides for a normal monthly retirement
benefit at age 65 equal to up to 50% of a participant's average monthly
compensation earned during the latest five consecutive years of service. The
Acquired Pension Plan provides for a normal monthly retirement benefit at age
65 equal to the sum of (a) and (b) as follows: (a) the accrued monthly benefit
as of December 31, 1988 and (b) the sum of (1) 1.75% of average monthly
compensation and (2) 0.6% of the excess (if any) of average monthly
compensation over covered compensation, multiplied by the number of years of
credited benefit service earned after December 31, 1988 with no more than a
total of 35 years of service taken into account under (a) and (b). Under both
Pension Plans, the term "average monthly compensation" means the five highest
paid consecutive calendar years during the final ten years preceding
termination. The term "compensation" means total salary and wages paid or
otherwise accrued to an employee, including bonuses, overtime and extra
remuneration, but excluding employer contributions to the Pension Plan and
other non-taxable fringe benefits.
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<PAGE> 11
<TABLE>
<CAPTION>
AMERIBANK PENSION PLAN TABLE
- ---------------------------------------------------------------------------------
YEARS OF CREDITED SERVICE
-------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
75,000 16,875 22,500 28,125 33,750 37,500
100,000 22,500 30,000 37,500 45,000 50,000
125,000 28,125 37,500 46,875 56,250 62,500
150,000 33,750 45,000 56,250 67,500 75,000
175,000 33,750 45,000 56,250 67,500 75,000
200,000 33,750 45,000 56,250 67,500 75,000
</TABLE>
<TABLE>
<CAPTION>
ACQUIRED PENSION PLAN TABLE
- ------------------------------------------------------------------------------
YEARS OF CREDITED SERVICE
-----------------------------------------------------
REMUNERATION 5 10 15 20 25
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
75,000 8,035 16,070 24,105 32,140 40,175
100,000 10,972 21,945 32,917 43,890 54,862
125,000 13,910 27,820 41,730 55,640 69,550
150,000 16,847 33,695 50,542 67,390 84,237
175,000 16,847 33,695 50,542 67,390 84,237
200,000 16,847 33,695 50,542 67,390 84,237
</TABLE>
The foregoing tables show annual benefits payable at normal retirement
age (age 65) in the form of a life annuity. These estimates are based on
compensation for an individual reaching age 65 in 1996. At December 31, 1996,
Messrs. Grevengoed, Iverson and Haan had 36 years, 22 years and 5.5 years of
credited service under the Pension Plan, respectively. Messrs. Grevengoed and
Iverson are covered under the AmeriBank Pension Plan and Mr. Haan is covered
under the Acquired Pension Plan. As required by the Internal Revenue Code of
1986, as amended, the Pension Plan may not provide annual benefits which exceed
certain maximum limits or which are based on annual compensation in excess of
$150,000 in 1996. The Bank has curtailed benefits under both plans.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed entirely of independent outside
directors and is responsible for developing and making recommendations to the
Board of Directors with respect to the Corporation's executive compensation
policies, as well as administering the Stock Option Plan and the MRP. In
addition, the Compensation Committee, pursuant to authority delegated by the
Board, determines on an annual basis the compensation to be paid to the Chief
Executive Officer and each of the other executive officers of the Corporation.
Non-employee directors who do not sit on the Compensation Committee also
participate in executive compensation decision making through the review,
discussion and ratification of the Compensation Committee's recommendations.
Overview and Philosophy
Since the Corporation's Conversion, the Compensation Committee has
developed and implemented an executive compensation program which is based on
guiding principles designed to align executive compensation with the values and
objectives, business strategy, management initiatives, and the business and
financial performance of the Corporation. In applying these principals, the
Compensation Committee has established a program to:
o Support a performance-oriented environment that rewards performance
not only with respect to the Corporation's goals but also the
Corporation's performance as compared to that of industry performance
levels;
9
<PAGE> 12
o Attract and retain key executives critical to the long-term success of
the Corporation and the Bank;
o Integrate compensation programs with both the Corporation's annual and
long-term strategic planning and measuring processes; and
o Reward executives for long-term strategic management and the
enhancement of shareholder value.
Furthermore, in making compensation decisions, the Compensation
Committee focuses on the individual contributions of executive officers to the
Corporation. The Compensation Committee uses its discretion to set executive
compensation where, in its judgment, external, internal or an individual's
circumstances warrant it. The Compensation Committee also periodically reviews
the compensation policies of other similarly situated companies, as set forth
in various industry publications, to determine whether the Corporation's
compensation decisions are competitive within its industry.
Executive Officer Compensation Program
The Corporation's executive officer compensation program is comprised
of base salary, annual incentive bonuses, long-term incentive compensation in
the form of stock options and restricted stock awards, and various benefits,
including medical and pension plans generally available to employees of the
Corporation.
Base Salary. Base salary levels for the Corporation's executive
officers are competitively set relative to companies in the thrift industry.
In determining salaries, the Compensation Committee also takes into account
individual experience and performance and specific issues particular to the
Corporation.
Annual Incentive Bonuses. Executive officers are paid an annual
incentive bonus, which is a percentage of such executive officers' base salary,
if the Corporation's targeted goals established at the beginning of each year
are met and certain safety and soundness standards at the Bank level are
maintained. The annual incentive bonus awards for Messrs. Grevengoed,
Iverson and Haan are calculated based on a comparison of the Corporation's
actual results to its targeted goals for return on equity and asset quality.
The remaining executive officer's annual incentive bonus award is based on a
comparison of the Corporation's actual results to its targeted goals for return
on assets and certain departmental goals. The Board of Directors establishes
the minimum and maximum bonus pool based on a range of return on assets, taking
into consideration the Corporation's performance goals included in its business
plan.
Stock Benefit Plans. The Corporation's Stock Option Plan and MRP are
the Corporation's long-term incentive plans for directors, officers and
employees. The objectives of the program are to align executive and
shareholder long-term interests by creating a strong and direct link between
executive pay and the Corporation's performance, and to enable executives to
develop and maintain a significant, long-term stock ownership position in the
Corporation's Common Stock. Awards are made at a level calculated to be
competitive with the thrift industry and within the limits prescribed by the
OTS.
Chief Executive Officer Compensation
Mr. Grevengoed was appointed to the position of President and Chief
Executive Officer of the Bank in 1985 and has served in such capacity with the
Corporation since its inception in March 1994. Mr. Grevengoed is currently
receiving a base salary of approximately $143,000 per year, subject to such
adjustments in future years as shall be determined by the Compensation
Committee. Mr. Grevengoed's base salary for 1996 was approximately $138,000.
The increase reflected the Compensation Committee's consideration of base
salaries in the industry, Mr. Grevengoed's responsibilities of running a
public company, and the Committee's and the Board's assessment of Mr.
Grevengoed's performance over the year in recognition of the performance by the
Corporation during 1996 as compared to the Corporation's goals.
Mr. Grevengoed was awarded a cash bonus in January 1997 of
approximately $82,800 in connection with the Corporation's 1996 performance,
the additional work associated with the recent acquisition by the Corporation
and Mr. Grevengoed's individual performance.
10
<PAGE> 13
In 1993, Section 162(m) was added to the Internal Revenue Code, the
effect of which is to eliminate the deductibility of compensation over $1
million, with certain exclusions, paid to each of certain highly compensated
executive officers of publicly held corporations, such as the Corporation.
Section 162(m) applies to all remuneration (both cash and non-cash) that would
otherwise be deductible for tax years beginning on or after January 1, 1994,
unless expressly excluded. Because the current compensation of each of the
Corporation's executive officers is below the $1.0 million threshold, the
Corporation has not yet considered its policy regarding the new provision.
The foregoing report is furnished by the Compensation Committee of the
Board of Directors of the Corporation.
Gordon H. Cunningham
Brian W. Koop
Leon E. Koops
Paul D. Winchester
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The line graph below compares the cumulative total shareholder return
on the Corporation's Common Stock to the cumulative total return of a broad
index of the Nasdaq Market and a savings and loan industry index for the period
August 19, 1994 (the date the Corporation became a public company) through
December 31, 1996.
CUMULATIVE TOTAL RETURN
OTTAWA FINANCIAL CORPORATION, NASDAQ MARKET
INDEX AND SAVINGS AND LOAN INDUSTRY INDEX
[GRAPH]
8/19/94 12/13/94 12/31/95 12/31/96
- --------------------------------------------------------------------------------
NASDAQ Index 100 97 126 156
S&L Index 100 86 136 177
Ottawa Financial 100 86 129 141
Assumes $100 invested on August 19, 1994.
Total return assumes reinvestment of dividends.
11
<PAGE> 14
CERTAIN TRANSACTIONS
The Bank has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. All loans by
the Bank to its executive officers and directors are subject to OTS regulations
restricting loans and other transactions with affiliated persons of the Bank.
As of December 31, 1996, all loans or extensions of credit to executive
officers and directors were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and do not involve more than the normal
risk of repayment or present other unfavorable features. All loan requests by
directors and executive officers are submitted to the Bank's loan committee for
approval.
Gordon H. Cunningham, Chairman of the Board of the Bank, is a partner
in the law firm of Cunningham Dalman P.C. Such firm acts as counsel to the
Bank. The legal fees received from the Corporation or the Bank for
professional services during the fiscal year ended December 31, 1996 did not
exceed 5% of the firm's gross revenues.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has renewed the Corporation's arrangement for
Crowe, Chizek and Company LLP to be its independent auditors for the fiscal
year ending December 31, 1997 subject to the ratification of the appointment by
the Corporation's shareholders. A representative of Crowe, Chizek and Company
LLP is expected to attend the Meeting to respond to appropriate questions and
will have an opportunity to make a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF CROWE CHIZEK AND
COMPANY LLP AS THE COMPANY'S AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1997
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Corporation's
executive office, 245 Central Avenue, Holland, Michigan 49423, no later than
December 5, 1997. Any such proposal shall be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitation by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telecopier or telephone,
without additional compensation.
12
<PAGE> 15
[ X ] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS OTTAWA FINANCIAL CORPORATION
EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the Board of Directors of Ottawa
Financial Corporation (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Shareholders (the "Meeting") to be held on Tuesday,
April 29, 1997 at the Haworth Conference Center at Hope College, located at 225
College Avenue, Holland, Michigan, at 10:00 A.M., Holland, Michigan time, and
at any and all adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
<TABLE>
<S><C> <C> <C> <C>
FOR ALL
FOR WITHHOLD EXCEPT
I. The election of the following
directors for terms of three years: [ ] [ ] [ ]
GORDON H. CUNNINGHAM
B. PATRICK DONNELLY, III
ROBERT D. KOLK
INSTRUCTION: TO WITHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.
- --------------------------------------------------------
FOR AGAINST ABSTAIN
II. The ratification of the appointment
of Crowe, Chizek and Company LLP, [ ] [ ] [ ]
independent auditors for the Company
for the fiscal year ending December
31, 1997.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
The undersigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of a Notice of the Annual Meeting, a related Proxy Statement
and the Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1996.
</TABLE>
Please be sure to sign and date Date _________________
this Proxy in the box below.
- ------------------------------- -----------------------------------
Shareholders signs above Co-holder (if any) sign above
- ------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
OTTAWA FINANCIAL CORPORATION
This proxy may be revoked at any time prior to its exercise by filing with the
Secretary of the Company a duly executed revocation or a proxy bearing a later
date, or attending the Meeting and voting in person (although attendance at the
Meeting will not in and of itself constitute revocation of a proxy). Any
wirtten notice revoking a proxy should be delivered to Douglas J. Iverson,
Executive Vice President and Secretary of the Company, 245 Central Avenue,
Holland, Michigan 49423.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ABOVE ON THIS CARD. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL
TITLE. IF SHARES ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
