[FSF LETTERHEAD]
December 12, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of FSF Financial Corp.,
we cordially invite you to attend the Annual Meeting of Stockholders to be held
at the office of FSF Financial Corp. at 201 Main Street South, Hutchinson,
Minnesota 55350 on January 21, 1997, at 8:30 a.m. The attached Notice of Annual
Meeting and Proxy Statement describe the formal business to be transacted at the
Meeting. During the Meeting, we will also report on the operations of the
Company. Directors and officers of the Company, as well as representatives of
Bertram Cooper & Co., LLP, independent accountants, will be present to respond
to any questions stockholders may have.
Whether or not you plan to attend the Meeting, please sign and date the
enclosed form of proxy and return it in the accompanying postage-paid return
envelope as promptly as possible. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ George B. Loban
George B. Loban
President
/s/ Donald A. Glas
Donald A. Glas
Chief Executive Officer
<PAGE>
FSF FINANCIAL CORP.
201 MAIN STREET SOUTH
HUTCHINSON, MINNESOTA 55350
(320) 234-4500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of FSF Financial Corp. (the "Company"), will be held at the Company's
office at 201 Main Street South, Hutchinson, Minnesota 55350 on Tuesday, January
21, 1997, at 8:30 a.m. The Meeting is for the purpose of considering and acting
upon:
1. The election of three directors of the Company;
2. The ratification of the appointment of Bertram Cooper & Co., LLP as
independent auditors of FSF Financial Corp. for the fiscal year
ending September 30, 1997; and
Execution of a proxy in the form enclosed also permits the proxy holder to vote,
in their discretion, upon such other matters that may come before the Meeting.
As of the date of mailing, the Board of directors is not aware of any other
matters that may come before the Meeting.
Action may be taken on any one of the foregoing proposals at the Meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on December 11, 1996, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and to sign the enclosed form of proxy which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED FORM OF PROXY WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Arliss M. Haag
Arliss M. Haag, Secretary
Hutchinson, Minnesota
December 12, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
FSF FINANCIAL CORP.
201 MAIN STREET SOUTH
HUTCHINSON, MINNESOTA 55350
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
GENERAL
This Proxy Statement is furnished to holders of common stock, $0.10 par
value per share ("Common Stock"), of FSF Financial Corp. (the "Company").
Proxies are being solicited by the board of directors of the Company (the
"Board" or "Board of Directors") to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Company's
office at 201 Main Street South, Hutchinson, Minnesota 55350 on January 21,
1997, 8:30 a.m. local time.
At the Meeting, stockholders will consider and vote upon (i) the election
of three directors and (ii) the ratification of the appointment of Bertram
Cooper & Co., LLP as independent auditors of the Company for the fiscal year
ending September 30, 1997. The Board of Directors knows of no additional matters
that will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder discretionary authority to vote
the shares represented by such proxy in accordance with their best judgment on
such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors will be voted in accordance with the
directions given therein. Where no instructions are indicated, signed proxies
will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Meeting or any adjournment thereof. The proxy confers
discretionary authority on the persons named therein to vote with respect to the
election of any person as a director should the nominee be unable to serve, or
for good cause, will not serve, and matters incident to the conduct of the
Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on December 11, 1996
("Voting Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Voting Record Date, the Company had 3,304,310 shares of
Common Stock issued and outstanding.
<PAGE>
The articles of incorporation of the Company (the "Articles") provide that
in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Articles and includes shares beneficially owned by such person or any of his or
her affiliates or associates (as defined in the Articles), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting.
As to the election of directors as stated in "Information with Respect to
Nominees for Director, Directors continuing in Office, and Executive Officers -
Election of Directors," the form of proxy being provided by the Board enables a
stockholder to vote for the election of the nominees proposed by the Board, or
to withhold authority to vote for one or more of the nominees being proposed.
Directors are elected by a plurality of votes cast, without respect to either
(i) broker non-votes or (ii) proxies as to which authority to vote for one or
more of the nominees being proposed is withheld.
As to the ratification of independent auditors as set forth under
"Ratification of Appointment of Auditors," and all other matters that may
properly come before the Meeting, by checking the appropriate box, a stockholder
may: (i) vote "FOR" the item, (ii) vote "AGAINST" the item, or (iii) "ABSTAIN"
with respect to the item. Unless otherwise required by law, the ratification of
auditors shall be determined by a majority of the total votes cast affirmatively
or negatively without regard to (a) broker non-votes or (b) proxies for which
the "ABSTAIN" box is selected as to the matter.
As to all other matters that may properly come before the Meeting, unless
otherwise required by law, the Articles, or the bylaws of the Company (the
"Bylaws"), a majority of the votes cast by shareholders shall be sufficient to
pass on any other matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934 Act, as amended (the "1934 Act"). Other than as noted
below, management knows of no person or entity, including any "group" as that
term is used in ss.13(d)(3) of the 1934 Act, who or which is the beneficial
owner of more than 5% of the outstanding shares of Common Stock on the Voting
Record Date. Information concerning the security ownership of management is
included under "Information with Respect to Nominees for Director, Directors
Continuing in Office, and Executive Officers."
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- --------------------
<S> <C> <C>
First Federal fsb 359,720 (1) 10.9%
Employee Stock Ownership Plan Trust ("ESOP")
201 Main Street South
Hutchinson, Minnesota
Brandes Investment Partners, Inc. 246,950 (2) 7.5%
12750 High Bluff Drive
San Diego, California
Security Bancshares Company 200,000 (3) 6.1%
P.O. Box 212
Glencoe, Minnesota
</TABLE>
- ----------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan employee
participants with funds borrowed from the Company. These shares are held
in a suspense account and will be allocated among ESOP participants
annually on the basis of compensation as the ESOP debt is repaid. As of
the Voting Record Date, 85,433 shares have been allocated under the ESOP
to participant accounts. See "Director and Executive Officer Compensation
- Other Benefits Employee Stock Ownership Plan."
(2) Based on an amended Schedule 13G received by the Company on May 15, 1996.
(3) Based on a Schedule 13G received by the Company on March 14, 1996.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner of more than ten percent of its Common Stock.
Based upon a review of the copies of the forms furnished to the Company,
or written representations from certain reporting persons that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its officers and directors were complied with during the fiscal
year ended September 30, 1996.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
Election of Directors
The Articles require that directors be divided into three classes, as
nearly equal in number as possible, each class to serve for a three year period,
with approximately one-third of the directors elected each year. The Board of
Directors currently consists of nine members. Three directors will be elected
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<PAGE>
at the Meeting, to serve for three-year terms, as noted below, or until their
respective successors have been elected and qualified.
Sever B. Knutson, Roger R. Stearns, and George B. Loban have been nominated
by the Board of Directors to serve as directors. Mr. Glas, Mr. Caturia, and Mr.
Dempsey are currently members of the Board. If a nominee is unable to serve, the
shares represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why any nominee might be unavailable to serve.
The following table sets forth the nominees and the directors continuing in
office, their name, age, the year they first became a director of the Company,
the Associations, or the Bank, the expiration date of their current term as a
director of the Company, and the number and percentage of shares of the Common
Stock beneficially owned. Each director of the Company, is also a member of the
Board of Directors of the Bank.
Each nominee director's current term as set forth below was set pursuant to
an agreement of merger dated March 15, 1994 ("Agreement of Merger") between
First Federal Savings and Loan Association of Hastings ("Hastings") and First
State Federal Savings and Loan Association ("First State") (collectively, the
"Associations") in connection with the merger (the "Merger") and immediate
conversion from mutual to stock form (the "Conversion") of the Associations (the
Merger and the Conversion are referred to herein as the "Merger Conversion").
The Agreement of Merger does not provide for appointment to any additional terms
after appointment to the initial term of such directors.
<TABLE>
<CAPTION>
Year First Current Shares of
Elected or Term to Common Stock Percent
Name Age(1) Appointed Expire Beneficially Owned(2) of Class
- ---- ------ ---------- ------- --------------------- --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Sever B. Knutson 64 1984 1997 40,116(3)(4) 1.2%
Roger R. Stearns 48 1990 1997 38,347(3)(5) 1.2%
George B. Loban 46 1979 1997 125,566(6) 3.8%
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ABOVE
NOMINEES BE ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE(7)
Carl O. Bretzke 69 1971 1998 37,616(8) 1.1%
Richard H. Burgart 49 1994 1998 75,337(9) 2.3%
Donald A. Glas 46 1981 1999 126,780(10) 3.8%
James J. Caturia 58 1984 1999 14,432(3)(11) 0.4%
Jerome J. Dempsey 63 1984 1999 6,815 0.2%
All Directors and
Executive Officers as a
Group (10 persons) 487,385(3) 14.7%
</TABLE>
- -----------------------
(1) At September 30, 1996.
(2) Beneficial ownership as of the Voting Record Date. Includes shares of
Common Stock held directly as well as by spouses or minor children, in
trust and other indirect ownership, over which shares the individuals
effectively exercise sole or shared voting and investment power, unless
otherwise indicated. Excludes stock options to purchase shares
-4-
<PAGE>
of Common Stock pursuant to the 1994 Stock Option Plan that are not
exercisable within 60 days of the Record Date. See "Director and Executive
Officer Compensation - Other Benefits -1994 Stock Option Plan." Includes
shares of Common Stock awarded under the Bank's Management Stock Plan
("MSP"). See "Director and Executive Officer Compensation - Other Benefits
- Management Stock Plan."
(3) Excludes shares of Common Stock held under the Employee Stock Ownership
Plan ("ESOP") or MSP for which such individual serves as a member of the
ESOP or MSP Committee or Trustee Committee. Such individual disclaims
beneficial ownership with respect to such shares held in a fiduciary
capacity. See "Director and Executive Officer Compensation - Other Benefits
- Employee Stock Ownership Plan."
(4) Includes 10,000 shares owned by the spouse of Mr. Knutson, which Mr.
Knutson may be deemed to beneficially own.
(5) Includes 7,800 shares held by Stearns Foundation, Inc. of which Mr. Stearns
is an officer and director, and 1,000 shares held in trust for each of Mr.
Stearns' son and daughter, which Mr. Stearns may be deemed to beneficially
own.
(6) Includes 250 shares held by the son of Mr. Loban, 2,000 shares held in
trust for the benefit of the minor child of Mr. Loban, and 2,901 shares
held in the individual retirement account of the spouse of Mr. Loban, which
Mr. Loban may be deemed to beneficially own.
(7) Maurice P. Zweber is a director of the Company whose term expires at the
Meeting. Mr. Zweber is retiring from his position effective at the Meeting
and at that time, the Board size will be reduced to eight persons.
(8) Includes 10,000 shares owned by the spouse of Mr. Bretzke, which Mr.
Bretzke may be deemed to beneficially own.
(9) Includes 743 shares held in the individual retirement account of the spouse
of Mr. Burgart and 25 shares held in trust for the benefit of the minor son
of Mr. Burgart, which Mr. Burgart may be deemed to beneficially own.
(10) Includes 2,165 shares owned by the spouse of Mr. Glas and 1,000 shares held
in trust for the benefit of the minor child of Mr. Glas, which Mr. Glas may
be deemed to beneficially own.
(11) Includes 1,679 shares in the individual retirement account of the spouse of
Mr. Caturia, which Mr. Caturia may be deemed to beneficially own.
The following individuals hold the executive offices in the Company set
forth opposite their names.
Name Age (1) Position(s) Held With the Company
- ---- ------- ---------------------------------
Donald A. Glas 46 Co-Chair and Chief Executive Officer
George B. Loban 46 Co-Chair and President
Richard H. Burgart 49 Chief Financial Officer and Treasurer
Arliss M. Haag 59 Secretary
(1) At September 30, 1996.
The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation, or removal by the Board of Directors.
Biographical Information
The principal occupation of each director, nominee for director, and
executive officer of the Company is set forth below. Unless otherwise noted, all
persons have held there present occupation for the last five years.
Sever B. Knutson served as director of First State from 1984 until the
Merger and has served as a director of the Company and the Bank since 1994. He
is the former President and majority stockholder of Lynn Card Company, a mail
order business located in Hutchinson, Minnesota. Mr. Knutson chairs the
Transportation Committee of the Hutchinson Community Development Corporation.
Mr. Knutson also serves as the Operations Officer for the Hutchinson Squadron of
the Civil Air Patrol. Mr. Knutson served as an Officer in the United States Air
Force for 22 years, retiring in 1972.
-5-
<PAGE>
Roger R. Stearns served as a director of First State from 1990 until the
Merger and has served as a director of the Company and the Bank since 1994. Mr.
Stearns is the President and owns 48% of the outstanding stock of Stearnswood,
Incorporated, a manufacturing company located in Hutchinson, Minnesota. Mr.
Stearns was Treasurer of the Hutchinson School District Board and has served as
the Chair of Little Crow Telemedia Network and Director of the Central Prairie
Railway Association. Mr. Stearns is also a member of the Legislative Task Force
of the Hutchinson Area Chamber of Commerce and serves as a Director of Blue
Cross & Blue Shield of Minnesota, is Trustee and Secretary of the Stearns
Foundation, and is a member of the Bank Shell Restoration Committee.
Maurice P. Zweber served as director of Hastings from 1950 until the Merger
and has served as director of the Company and the Bank since 1994. Mr. Zweber is
a retired postmaster. Mr. Zweber's term expires at the Meeting and he will not
stand for re-election. Following Mr. Zweber's retirement from the Board, the
size of the Board will be reduced to eight persons.
George B. Loban is Co-Chair and President of the Company. Upon completion
of the Merger, Mr. Loban became President and Co-Chair of the Bank. Prior to
joining the Bank, Mr. Loban served as a director, President, and Chief Executive
Officer of Hastings from 1984. He serves as Vice Chairman of the Federal Home
Loan Bank of Des Moines and is a member of the Governmental Affairs Committee of
the FHLB System. He also serves on several committees of the ACB. Mr. Loban is
involved in the Hastings Chamber of Commerce, United Way, and School Business
Partnership, and is a director of the Hastings Industrial Park Board.
Carl O. Bretzke served as a director of First State from 1971 until the
Merger and has served as a director of the Company and the Bank since 1994.
Presently, Mr. Bretzke serves as Chair of the Community Reinvestment Act
Committee and is a member of the Audit Committee. Dr. Bretzke served as a Family
Physician in Hutchinson for 38 years. Dr, Bretzke is a past president of the
Hutchinson Medical Center and McLeod County Medical Society and past chief of
the Hutchinson Hospital Medical Staff. Dr. Bretzke currently serves as a
volunteer physician for St. Mary's Health Clinic in Shakopee, Minnesota, is a
director of the Hutchinson Area Foundation for Health Care, and is a member of
the McLeod County HIV/STD Advisory Council. Dr. Bretzke is past chairman of the
Hutchinson Planning Commission, Hutchinson Park Board, and Hutchinson School
Board. Dr. Bretzke is a past president of the Hutchinson Optimist Club, and
served as moderator for the First Congregational Church in Hutchinson, where he
has been a lifelong member. Dr. Bretzke is a member of the American Legion and
the Masonic Order.
Richard H. Burgart has served as a director of the Company and Chief
Financial Officer and Treasurer of the Company and the Bank since 1994. Mr.
Burgart began his employment with First State in 1985 and was the Chief
Financial Officer and Treasurer of First State from 1988 until the Merger. Mr.
Burgart has participated in the Hutchinson Dollars for Scholars, the Hutchinson
Youth Hockey Association, and the Hutchinson Community Development Corporation.
Mr. Burgart is a member of the First Congregational Church and he is the
national Chairman of the Financial Managers Society.
Donald A. Glas is Co-Chair and Chief Executive Officer of the Company and
the Bank. Mr. Glas started with First State in 1972 and served as President and
Chief Executive Officer from 1983 until the Merger. In addition, Mr. Glas serves
as a director and Chair of Firstate Services, Incorporated. He is also a
founding director and a committee member of the Hutchinson Community Development
Corporation. In addition, Mr. Glas serves on the Legislative Affairs Committee
of the America's Community Bankers ("ACB"), a national trade group for the
industry. Mr. Glas also served as a member of the Board of Directors of the FHLB
of Des Moines, served on the Consumer Advisory Council of the Federal Reserve
Board, and was a member of the Hutchinson Technical College Advisory Board, the
Activity Advisory Committee of Hutchinson Schools, the Chamber of Commerce, the
Hutchinson Main Street Organization, the United Way, and the Crow River Drumline
Association.
-6-
<PAGE>
James J. Caturia served as a director of Hastings from 1984 until the
Merger and has served as a director of the Company and the Bank since 1994. He
is the owner and manager of Caturia Interiors, Inc., Hastings, Minnesota, a
retail home furnishings company. Mr. Caturia is a member of the Hastings Chamber
of Commerce.
Jerome R. Dempsey served as a director of Hastings from 1984 until the
Merger and has served as a director of the Company and the Bank since 1994. Mr.
Dempsey taught and served as an administrator for the Hastings Public Schools
for 19 years. In 1992, Mr. Dempsey was elected to a two- year term in the
Minnesota House of Representatives and was re-elected in 1994. Mr. Dempsey
serves on the Bonding, Environment and Natural Resources, Government Operatives,
and Regulated Industries Committees. Mr. Dempsey is a member of the Council 1600
Knights of Columbus, the Hastings United Way, and the Hastings Chamber of
Commerce. In addition, Mr. Dempsey is involved with the Special Olympics,
Habitat for Humanity, and the American Cancer Society.
Arliss M. Haag served as Secretary of First State from 1983 until the
Merger and has been serving as the Secretary of the Company and the Bank since
1994. She also serves as the Treasurer of the Hutchinson Woman's Club and as
committee chair of the Peace Lutheran Dorcas Club. Ms. Haag currently serves as
a driver for the Meals on Wheels Program.
Nominations for Directors
Nominations of candidates for election as directors at any annual meeting
of stockholders may be made (a) by, or at the direction of, a majority of the
Board of Directors or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth in
the Articles may be eligible for election as directors at an annual meeting.
Nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary of
the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the Company not less
than 60 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director and as to the stockholder giving the
notice (i) the name, age, business address and residence address of such person,
(ii) the principal occupation or employment of such person, (iii) the number of
shares of Common Stock that are beneficially owned (as defined in the Articles)
by such person on the date of such stockholder notice, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to the 1934 Act, including, but not limited to, information which would
be required to be filed with the SEC; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Company's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the number of shares of Common Stock that are
beneficially owned by such stockholder on the date of such stockholder notice
and, to the extent known, by any other stockholders known by such stockholder to
be supporting such nominees on the date of such stockholder notice. At the
request of the board of directors, any person nominated by, or at the direction
of, the Board for election as a director at an annual meeting must furnish to
the Secretary of the Company that information required to be set forth in a
stockholder's notice of nomination that pertains to the nominee.
The Board or a committee of the Board may reject any nomination by a
stockholder not timely made in accordance with the requirements of the Articles.
A stockholder may be given the opportunity to correct a notice not meeting the
requirements of the Articles as provided in the Articles. Notwithstanding the
procedures set forth in the Articles, if neither the Board nor such committee
makes a determination as to the validity of any nominations by a stockholder,
the presiding officer of the annual
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<PAGE>
meeting shall determine and declare at the annual meeting whether the nomination
was made in accordance with the terms of the Articles. If the presiding officer
determines that a nomination or proposal was made in accordance with the terms
of the Articles, such officer shall so declare at the annual meeting and ballots
shall be provided for use at the meeting with respect to such nominee or
proposal. If the presiding officer determines that a nomination or proposal was
not made in accordance with the terms of this Article, such officer shall so
declare at the annual meeting and the defective nomination or proposal shall be
disregarded.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the Board
and through activities of its committees. Each member of the Board of Directors
(except for Mr. Burgart) also currently serves as a member of the board of
directors of the Bank, which meets monthly and may have special meetings.
All committees act for both the Company and the Bank.
During the fiscal year ended September 30, 1996, the Board of Directors of
the Company and the Bank held 13 regular meetings and no special meetings. No
director attended fewer than 75% of the total meetings of the Board of Directors
of the Company and the Bank and the committees on which such director served
during the fiscal year ended September 30, 1996.
The Audit Committee of the Company is responsible for overseeing the
Company's internal audit procedures. Currently, the members of the Audit
Committee are Messrs. Knutson, Bretzke, and Dempsey. The Audit Committee met
four times during the fiscal year ended September 30, 1996.
The Nominating Committee of the Company recommends nominees for election
as directors to the Board of Directors. The Nominating Committee, which met one
time during the fiscal year ended September 30, 1996, consists of the entire
Board of Directors. Although the Board of Directors will consider nominees
recommended by stockholders, it has not actively solicited recommendations from
stockholders.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Directors' Compensation
The Company compensates its directors by means of a $4,000 annual
retainer. Each director of the Company is a director of the Bank, and receives
fees accordingly.
During the fiscal year ended September 30, 1996, each member of the Board
of Directors of the Bank received a fee of $450 per meeting attended from
October 1995 through March 1996 and $500 per meeting attended from April through
September of 1996, plus a $4,000 annual retainer. In addition, committee fees
consisted of $300 for each committee meeting attended. Furthermore, some
directors received fees for being directors of Firstate Services, Incorporated,
the Bank's subsidiary. For the year ended September 30, 1996, total director
fees paid to all directors as a group were $132,550.
Executive Compensation
General. Since the formation of the Company, none of its executive
officers or other personnel have received remuneration from the Company.
Executive officers received compensation from the Bank. However, a portion of
the executive officers' compensation is reimbursed to the Bank by the Company in
accordance with a cost sharing agreement between the two entities.
-8-
<PAGE>
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer and
certain other executive officers of the Bank for the years ended September 30,
1996, 1995, and 1994. Except as set forth below, no executive officer of the
Company had a salary and bonus during such periods that exceeded $100,000 for
services rendered in all capacities to the Bank or the Company in the aggregate.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
---------------------------------------- ---------------------------
Securities
Restricted Underlying
Name and Other Annual Stock Options/ All Other
Principal Position Year Salary Bonus(1) Compensation(2) Awards($)(3) SARs (#)(4) Compensation
- ------------------ ---- -------- -------- --------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald A. Glas 1996 $135,000 $35,500 $13,400 -- -- $23,079 (5)
Director and Chief 1995 $119,250 $40,000 $11,125 $427,000 112,412 $36,613 (5)
Executive Officer 1994 $101,250 $35,000 $12,225 -- -- $15,188 (6)
George B. Loban 1996 $135,000 $35,500 $12,200 -- -- $23,079 (5)
Director and President 1995 $115,000 $40,000 $ 9,850 $427,000 112,412 $36,613 (5)
1994 (8) $ 82,000 $20,500 -- -- -- $15,375 (7)
Richard H. Burgart(9) 1996 $ 92,000 $26,600 $12,200 -- -- $20,496 (5)
Chief Financial 1995 $ 82,500 $29,750 $ 7,500 $213,578 44,965 $30,401 (5)
Officer and Treasurer
</TABLE>
- ------------------------
(1) Awarded pursuant to the Incentive Compensation Policy. See "- Other
Benefits - Incentive Compensation Policy."
(2) Includes director's fees. For Mr. Glas or Mr. Loban for fiscal 1996, 1995,
and 1994, or for Mr. Burgart for fiscal 1996 and 1995, there were no (a)
perquisites over the lesser of $50,000 or 10% of any of such individual's
total salary and bonus for the year; (b) payments of above-market
preferential earnings on deferred compensation; (c) payments of earnings
with respect to long-term incentive plans prior to settlement or
maturation; (d) tax payment reimbursements; or (e) preferential discounts
on stock.
(3) Represents 44,965 shares of Common Stock awarded to both Mr. Glas and Mr.
Loban and 22,482 shares of Common Stock awarded to Mr. Burgart on January
17, 1995 based upon a market price of $9.50 as of the date of the award.
Awards are earned at a rate of 20% per year beginning one year after the
effective date of the grant. The total value of the restricted stock held
for the benefit of Mr. Glas, Mr. Loban, and Mr. Burgart by the MSP at
September 30, 1996 was $468,643, $468,643, and $229,308, respectively
(calculated by multiplying $12.75, the closing average bid and ask price of
the Company's unrestricted Common Stock at September 30, 1996, by 35,972,
35,972, and 17,985, the number of awarded, but unvested, shares,
respectively). Dividends paid on the restricted Common Stock are accrued
and held in arrears until the restricted Common Stock for which dividends
were paid becomes vested.
(4) The options, by their terms, are first exercisable at a rate of 20% per
year beginning on January 17, 1996, but in no event shall any option be
exercisable more then ten years after the effective date of grant.
(5) Represents employer contribution to the ESOP.
(6) Represents employer contributions to the Simplified Employee Pension Plan
("SEP") for Mr. Glas.
(7) Represents employer contributions to the SEP for Mr. Loban, which was paid
by Hastings. The Bank has assumed the SEP of Hastings as part of the Merger
Conversion.
(8) All compensation to Mr. Loban during the period was paid by Hastings prior
to the Merger.
(9) Mr. Burgart's salary and bonus first exceeded $100,000 in the fiscal year
ended September 30, 1995.
Employment Agreements. The Bank entered into employment agreements with
Chief Executive Officer and Co-Chair Donald A. Glas, President and Co-Chair
George B. Loban, and Chief Financial Officer and Treasurer Richard H. Burgart
(the"Officers"). The employment agreements provide for a term of three years.
The agreements may be terminable by the Bank for "just cause" as defined in the
agreement. If the Bank terminates an Officer without just cause, the Officer
will be entitled to a continuation of his salary from the date of termination
through the remaining term of the agreement, but in no event for a period of
less than one year. The employment agreements contain a provision stating that
in the event of involuntary termination of employment in connection with, or
within one year after, any change in control of the Bank, each will be paid in a
lump sum an amount equal to 2.99 times his salary. In the event of a change in
control of the Bank, at September 30, 1996, the Officers would
-9-
<PAGE>
currently be entitled to an aggregate lump sum payment of approximately $1.2
million. The aggregate payments that would be made would be an expense to the
Bank, thereby reducing net income and the Bank's capital by that amount. The
agreements are reviewed annually by the Board of Directors and may be extended
for additional one-year periods upon a determination of satisfactory performance
within the Board's sole discretion.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Messrs. Zweber (Chair),
Caturia, Stearns, and Knutson, all present members of the Board of Directors of
the Bank and the Company. Executive Officers of the Company or the Bank do not
participate in matters involving their compensation.
Report of the Compensation Committee on Executive Compensation
The executive officers of the Company and the Bank consist of Mr. George B.
Loban (Co- Chairman of the Board and President), Mr. Donald A. Glas (Co-Chairman
of the Board and Chief Executive Officer), Richard H. Burgart (Chief Financial
Officer and Treasurer), and Arliss M. Haag (Secretary).
The Bank Compensation Committee meets annually to review compensation paid
to executive officers and to determine the compensation levels for all Bank
employees. The Committee reviews various published surveys of compensation paid
to employees performing similar duties for depository institutions and their
holding companies, with a particular focus on the level of compensation paid by
comparable institutions in and around the Bank's market area, including
institutions with total assets of between $250 million and $500 million.
Although the Committee does not specifically set compensation levels for
executive officers based on whether particular financial goals have been
achieved by the Bank the Committee does consider the overall profitability of
the Bank when making these decisions. With respect to each particular employee,
his or her particular contributions to the Bank over the past year are also
evaluated.
Effective April 1, 1996, Mr. Glas, Co-Chairman of the Board and Chief
Executive Officer, and Mr. Loban, Co-Chairman of the Board and President, each
received a salary increase from $125,000 to $145,000, and Mr. Burgart received a
salary increase from $85,000 to $99,000. The Committee will consider the annual
compensation paid to presidents, chief executive officers, and chief financial
officers of financial institutions in the State of Minnesota and surrounding
states with assets of between $250 million and $500 million and the individual
job performance of such individual in consideration of its specific salary
increase decision with respect to compensation to be paid to the President,
Chief Executive Officer, and Chief Financial Officer in the future.
Compensation Committee:
Maurice P. Zweber
James J. Caturia
Roger R. Stearns
Sever B. Knutson
Other Benefits
Long Term Incentive Plans. The Company does not presently sponsor any
long-term incentive plans nor did it make any payouts to George B. Loban, Donald
A. Glas, or Richard H. Burgart under such plans during the fiscal year ended
September 30, 1996.
-10-
<PAGE>
Simplified Employee Pension. The Bank presently maintains a SEP whereby the
institution makes annual discretionary contributions to employees' Individual
Retirement Accounts ("IRAs") in an amount not to exceed 15% of compensation.
Eligible participants are those employees age 21 or over and who are employed at
least three of the preceding five years. At the time of the Merger, the Bank
assumed a SEP maintained by Hastings. Total SEP expense for the fiscal year
ended September 30, 1996 (including the SEP maintained by Hastings) amounted to
approximately $-0-. The Bank no longer makes contributions to such SEP as a
result of contributions made to the Employee Stock Ownership Plan, described
below.
Incentive Compensation Policy. The Bank has an Incentive Compensation
Policy for selected management personnel (18 persons). Compensation awards under
this policy appear as a bonus in the year earned. Awards are based on
individuals attaining various financial and business plan objectives set by the
Board of Directors. Total bonuses earned by all participants covered by the
policy (including Mr. Glas, Mr. Loban, and Mr. Burgart) totalled $182,250 for
the fiscal year ended September 30, 1996.
Supplemental Executive Retirement Plans. The Bank maintains an insured
executive salary continuation plan ("ESCP") for the benefit of eligible
executive employees (six persons). The purpose of the ESCP is to furnish
executive employees with post-retirement and death benefits in addition to those
which will be provided under the Bank's SEP and other retirement benefits. The
ESCP is also designed to foster the retention of executive employees. It is
anticipated that benefits payable under the ESCPs will equal approximately
$5,159 per month in the case of Mr. Glas upon his retirement at age 56 for a
maximum of 180 months, $4,166 in the case of Mr. Loban upon his retirement age
56 for a maximum of 120 months, and $3,810 per month in the case of Mr. Burgart
upon his retirement at age 60 for a maximum of 180 months. Payments under the
ESCP are accrued for financial reporting purposes during the period of
employment. The Bank's policy is to fund the ESCP costs accrued with insurance
contracts. The accrued liability for all participants (six persons) at September
30, 1996, in connection with the ESCP amounted to $583,887 of which $133,470,
$111,023, and $52,831 were attributable to Messrs. Glas, Loban, and Burgart,
respectively. There are no tax consequences to any executive officer or the Bank
related to the plans prior to the payment of benefits. Upon receipt of payment
of benefits, the executive employees will recognize taxable ordinary income in
the amount of such payments received and the Bank will be entitled to recognize
a tax-deductible compensation expense at that time. At the time of the Merger,
the Bank assumed the ESCP of Hastings.
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan, the ESOP, for the exclusive benefit of participating employees.
Participating employees are employees who have completed one year of service
with the Bank or its subsidiary and attained age 21. The ESOP is to be funded by
contributions made by the Bank in cash or the Common Stock. Benefits may be paid
either in shares of the Common Stock or in cash. The ESOP borrowed funds from
the Company to acquire 359,720 shares of the Common Stock issued in the Merger
Conversion, representing 8.0% of the outstanding shares, of which 274,287 shares
remained unallocated as of the Voting Record Date. This loan is secured by the
shares purchased and earnings of ESOP assets. Shares purchased with loan
proceeds are held in a suspense account for allocation among participants as the
loan is repaid. During the fiscal year ended September 30, 1996, the Bank
contributed $457,783 to the ESOP.
A committee consisting of Messrs. Knutson, Stearns, Zweber, and Caturia
(the "ESOP Committee") administers the ESOP and also serves as the ESOP trustees
(the "ESOP Trustees"). The Board of Directors or the ESOP Committee may instruct
the ESOP Trustees regarding investments of funds contributed to the ESOP. The
ESOP Trustees must vote all allocated shares held in the ESOP in accordance with
the instructions of the participating employees. Unallocated shares and
allocated shares for which no timely direction is received will be voted by the
ESOP Trustees as directed by the Board of Directors or the ESOP Committee,
subject to the Trustees' fiduciary duties.
-11-
<PAGE>
1994 Stock Option Plan. The Board of Directors adopted the 1994 Stock
Option Plan (the "Option Plan"). Pursuant to the Option Plan, additional
authorized shares were reserved for issuance by the Company upon exercise of
stock options to be granted to officers, directors, and employees of the Company
and the Bank from time to time under the Option Plan. The purpose of the Option
Plan is to provide additional incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock interest in the Company. The
Option Plan, which became effective January 17, 1995, the date of stockholder
approval, provides for a term of ten years, after which no awards may be made,
unless earlier terminated by the Board of Directors pursuant to the Option Plan.
Options awarded pursuant to the Option Plan vest at a rate of 20% per year
beginning on the anniversary date of the grant. An initial grant of options was
made on the date of stockholder approval. No options have been awarded under the
Option Plan since that time.
The following table set forth additional information concerning options
granted under the Option Plan.
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year,
and FY-End Option/SAR Value
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#)(1)(2) at FY-End ($)(1)(3)
------------------------- -------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Donald A. Glas 0 0 44,965/67,447 $134,895/$219,202
George B. Loban 0 0 44,956/67,447 $134,895/$219,202
Richard H. Burgart 0 0 17,986/26,979 $ 58,454/$ 87,681
</TABLE>
- ------------------------------
(1) No Stock Appreciation Rights (SARs) have been awarded under the Option
Plan.
(2) Includes options that are exercisable within 60 days of the Voting Record
Date.
(3) Based upon an exercise price of $9.50 per share and the average bid and
asked price of $12.75 as of September 30, 1996.
Management Stock Plan. The board of directors of the Bank has adopted the
Management Stock Plan (the "MSP") as a method of providing executive officers
and key employees of the Bank with a proprietary interest in the Company in a
manner designed to encourage such persons to remain in the employment or service
with the Bank. Awards under the MSP were made in recognition of prior and
expected future services to the Bank to those executive officers and key
employees of the Bank responsible for implementation of the policies adopted by
the board of directors of the Bank, the profitable operation of the Bank, and as
a means of providing a further retention incentive and direct link between
compensation and the profitability of the Bank. Awards under the MSP vest at a
rate of 20% per year beginning on the anniversary date of the date of grant. An
initial grant of restricted stock was made on January 17, 1995, the date of
stockholder approval of the MSP. No additional awards of restricted stock under
the MSP have been made since that time.
-12-
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return of
the Common Stock of the Company with that of (a) the total return index for
domestic companies listed on the Nasdaq Stock Market and (b) the total return
index for banks listed on the Nasdaq Stock Market. These total return indices of
the Nasdaq Stock Market are computed by the Center for Research in Securities
Prices ("CRSP") at the University of Chicago. All three investment comparisons
assume the investment of $100 at the market close on October 7, 1994 (the date
the Common Stock was first traded). and the reinvestment of dividends as paid.
The graph provides comparisons as of September 30, 1996.
There can be no assurance that the Company's stock performance will
continue with the same or similar trends depicted in the graph below. The
Company will not make or endorse any predictions as to future stock performance.
[GRAPHIC OMITTED - PLOTTING POINTS SHOWN BELOW]
<TABLE>
<CAPTION>
Comparison of Cumulative Total Returns
=================================================================================================
October 7, 1994 September 30, 1995 September 30, 1996
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nasdaq US Index 100.00 140.87 166.89
- -------------------------------------------------------------------------------------------------
Nasdaq Bank Index 100.00 128.57 164.36
- -------------------------------------------------------------------------------------------------
FSF Financial Corp. 100.00 135.65 137.19
=================================================================================================
</TABLE>
-13-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Bank had no "interlocking" relationships existing on or after October
1, 1995 in which (i) any executive officer is a member of the Board of
Directors/Trustees of another entity, one of whose executive officers is a
member of the board of directors of the Bank, or where (ii) any executive
officer is a member of the compensation committee of another entity, one of
whose executive officers is a member of board of directors of the Bank.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to executive officers, directors, employees, or
immediate family members or affiliates thereof. The loans have been made in the
ordinary course of business and on substantially the same terms and conditions
(including interest rates and collateral) that apply to the Bank's other
customers, and do not involve more than the normal risk of collectibility, nor
present other unfavorable features. All loans by the Bank to its directors and
executive officers are subject to OTS regulations restricting loans and other
transactions with affiliated persons of the Bank. The Bank's affiliates must
qualify for any loans on the same terms and conditions that apply to other
customers.
RATIFICATION OF APPOINTMENT OF AUDITORS
Bertram Cooper & Co., LLP was the Company's independent public accountant
for the fiscal year ended September 30, 1996. The Board of Directors has
approved the selection of Bertram Cooper & Co., LLP as its auditors for the
fiscal year ending September 30, 1997, subject to ratification by the Company's
stockholders. A representative of Bertram Cooper & Co., LLP is expected to be
present at the Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if he or she so desires.
Ratification of the appointment of the auditors requires the affirmative
vote of a majority of the votes cast by the stockholders of the Company at the
Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Bertram Cooper & Co., LLP as the Company's
auditors for the fiscal year ending September 30, 1997.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.
MISCELLANEOUS
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
-14-
<PAGE>
ANNUAL REPORTS
The Company's Annual Report to Stockholders for the fiscal year ended
September 30, 1996, including financial statements, and the Company's Annual
Report on Form 10-K will be mailed to all stockholders of record as of the close
of business on December 11, 1996. Any stockholder who has not received a copy of
the Annual Report by December 31, 1996 may obtain a copy by writing to the
Secretary of the Company. The Annual Report to Stockholders and Form 10-K are
not to be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
201 Main Street South, Hutchinson, Minnesota 55350, no later than August 14,
1997. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Arliss M. Haag
Arliss M. Haag, Secretary
Hutchinson, Minnesota
December 12, 1996
-15-
<PAGE>
FSF FINANCIAL CORP.
201 MAIN STREET SOUTH
HUTCHINSON, MINNESOTA 55350
(320) 234-4500
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 21, 1996
The undersigned hereby appoints the Board of Directors of FSF Financial
Corp. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of common stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the Company's office, 201 Main
Street South, Hutchinson, Minnesota 55350 on Tuesday, January 21, 1997, at 8:30
a.m. and at any and all adjournments thereof, as follows:
FOR WITHHELD
1. The election as director of all nominees
listed below each for a 3 year term:
Sever B. Knutson, Roger R. Stearns, |_| |_|
George B. Loban
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment
of Bertram Cooper & Co., LLP as independent
auditors of FSF Financial Corp. for
the fiscal year ending September 30, 1997. |_| |_| |_|
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS 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.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by filing a
subsequently dated proxy or by notifying the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an Annual Report to Stockholders, a Notice of the
Meeting and a Proxy Statement dated December 12, 1996.
Please check here if you
Dated: , 199 |_| plan to attend the Meeting.
--------------- --
____________________________ ___________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
____________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this form of proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 ss. 240.14a-11(c) or ss. 240.14a-12
FSF FINANCIAL CORP.
------------------------------------------------
(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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
