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
Guthrie Savings, Inc.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[Guthrie Savings, Inc. Letterhead]
June 15, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Guthrie Savings,
Inc., (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the office of the Company and its wholly-owned
subsidiary, Guthrie Federal Savings Bank, 120 North Division, Guthrie, Oklahoma
on July 15, 1998, at 5:00 p.m. The attached Notice of Annual Meeting and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
During the Annual Meeting, I will also report on the operations of the Company.
Directors and officers of the Company, as well as representatives of Regier Carr
& Monroe, L.L.P., certified public accountants, will be present to respond to
any questions stockholders may have.
The matters to be considered by stockholders at the Annual Meeting are
described in the accompanying Notice of Annual Meeting and Proxy Statement. The
Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting
in person at the Annual Meeting, but will assure that your vote is counted if
you are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/William L. Cunningham
----------------------------
William L. Cunningham
President
<PAGE>
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GUTHRIE SAVINGS, INC.
120 NORTH DIVISION
GUTHRIE, OKLAHOMA 73044
(405) 282-2201
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 15, 1998
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Guthrie Savings, Inc. ("the Company"), will be held at the office of the
Company and its wholly-owned subsidiary, Guthrie Federal Savings Bank, at 120
North Division, Guthrie, Oklahoma on July 15, 1998, 5:00 p.m. A proxy card and a
proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of two directors of the Company;
2. The ratification of the appointment of Regier Carr & Monroe, L.L.P. as
independent auditors of the Company for the fiscal year ending March
31, 1999; and
3. The transaction of such other matters as may properly come before the
Meeting or any adjournments thereof. The Board of Directors is not
aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on June 10, 1998 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED 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 PROXY AND VOTE PERSONALLY 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
PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah Kay Bozarth
---------------------------------
Deborah Kay Bozarth
Secretary
Guthrie, Oklahoma
June 15, 1998
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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.
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<PAGE>
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PROXY STATEMENT
OF
GUTHRIE SAVINGS, INC.
120 NORTH DIVISION
GUTHRIE, OKLAHOMA 73044
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ANNUAL MEETING OF STOCKHOLDERS
July 15, 1998
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General
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Guthrie Savings, Inc. (the "Company") to
be used at the Annual Meeting of Stockholders of the Company which will be held
at the office of the Company and Guthrie Federal Savings Bank, (the "Bank") at
120 North Division, Guthrie, Oklahoma on July 15, 1998, 5:00 p.m. local time
(the "Meeting"). The accompanying Notice of Meeting and this Proxy Statement are
being first mailed to stockholders on or about June 15, 1998. The Company
acquired all of the outstanding stock of the Bank issued in connection with the
Bank's mutual-to-stock conversion on October 11, 1994 (the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors, and (ii) the ratification of the appointment of
Regier Carr & Monroe, L.L.P. as independent auditors of the Company for the
fiscal year ending March 31, 1999.
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Voting and Revocability of Proxies
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address 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 of the Company (the
"Board" or 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 nominees for directors set forth below and "FOR" the
other listed proposals. The proxy confers discretionary authority on the persons
named therein to vote with respect to the election of any person as a director
where the nominee is unable to serve, or for good cause will not serve, and with
respect to such other business, if any, that may properly come before the
Meeting or any adjournment thereof.
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Voting Securities and Principal Holders Thereof
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Stockholders of record as of the close of business on June 10, 1998
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had 417,457 shares of Common Stock issued and outstanding.
The certificate of incorporation of the Company ("Certificate of
Incorporation") provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Certificate of Incorporation and includes
shares beneficially owned by such person or any of his or her affiliates or
associates (as such terms are defined in the Certificate of Incorporation),
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
<PAGE>
voting power, but shall not include shares beneficially owned by any employee
stock ownership plan or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will be considered present for
purposes of determining whether a quorum is present. In the event there are
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy 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 the nominees being proposed.
Directors are elected by a plurality of votes of the shares present in person or
represented by proxy at a meeting and entitled to vote in the election of
directors.
As to the ratification of independent auditors as set forth in Proposal
II and all other matters that may properly come before the Meeting, by checking
the appropriate box, a stockholder may: vote "FOR" the item, (ii) vote "AGAINST"
the item, or (iii) vote to "ABSTAIN" on such item. Under the Company's
Certificate of Incorporation and Bylaws, unless otherwise required by law, all
other matters shall be determined by a majority of votes cast affirmatively or
negatively without regard to (a) Broker Non-Votes or (b) proxies marked
"ABSTAIN" as to that 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, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------ -------------------- --------------------
<S> <C> <C>
Guthrie Federal Savings Bank Employee Stock
Ownership Plan 41,210(1) 9.9%
120 North Division, Guthrie, Oklahoma
Neil L. Pruitt 45,000 (2) 10.8%
P.O. Box 1210, Toccoa, Georgia
Wellington Management Company, LLP 21,000 (3) 5.0%
75 State Street, Boston, Massachusetts
William L. Cunningham 23,671 (4) 5.6%
120 North Division, Guthrie, Oklahoma
</TABLE>
(continued on next page)
-2-
<PAGE>
(continued from prior page)
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------ -------------------- --------------------
<S> <C> <C>
Alvin R. Powell, Jr. 23,463(4) 5.6%
120 North Division, Guthrie, Oklahoma
Directors and Executive Officers as a Group
(7 persons) 111,357(5)(6) 25.3%
</TABLE>
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(1) Based upon a Schedule 13G filed on December 20, 1994.
(2) Based upon a Schedule 13D dated May 11, 1995.
(3) Based on a Schedule 13G filed on February 9, 1998.
(4) Based on a Schedule 13D dated June 24, 1997.
(5) 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. Includes options to
purchase [22,867] shares that were granted pursuant to the 1994 Stock
Option Plan that are exercisable within 60 days of the voting record
date. See "Director and Executive Officer Compensation - Other Benefits
- 1994 Stock Option Plan."
(6) Excludes 26,787 unallocated shares of Common Stock held under the
Employee Stock Ownership Plan ("ESOP") for which such individuals serve
as members of the ESOP Committee or Trustee Committee. Such individuals
disclaim beneficial ownership with respect to shares held in a
fiduciary capacity. See "Director and Executive Officer Compensation -
Other Benefits - Employee Stock Ownership Plan."
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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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. With the exception of Mr.
Pruitt, the Company is not aware of any beneficial owner of more than ten
percent of its Common Stock. The Company did not receive any Forms 3, 4 or 5
from Mr. Pruitt. 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 1998
fiscal year.
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I - INFORMATION WITH RESPECT TO NOMINEE FOR DIRECTOR, DIRECTORS
CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Certificate of Incorporation requires that the Board of Directors
be divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. The Board of Directors currently consists of five members. Two
directors will be elected at the Meeting to serve for three-year terms or until
their successors have been elected and qualified.
Keith Camerer and H. Stephen Ochs have been nominated by the Board of
Directors to serve as directors. Messrs. Camerer and Ochs are currently members
of the Board and have been nominated for
-3-
<PAGE>
a three-year term to expire in 2001. It is intended that proxies solicited and
obtained by the Board will be voted for the election of the named nominees,
absent a contrary indication. If any nominee is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board may
be reduced to eliminate the vacancy. At this time, the Board knows of no reason
why a nominee might be unavailable to serve.
The following table sets forth information with respect to the nominees
and the directors continuing in office, their name, age, the year they first
became a director of the Company or the Bank, the expiration date of their
current term as a director, and the number and percentage of shares of the
Common Stock beneficially owned as of the Voting Record Date. Each director of
the Company is also a member of the Board of Directors of the Bank.
<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Owned Percent
Name Age(1) Appointed(2) Expire (3) of Class
- ---- ------ ------------ ------- ------------------ --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2001
<S> <C> <C> <C> <C> <C>
Keith Camerer 70 1988 1998 19,463(4)(5) 4.6%
H. Stephen Ochs 48 1988 1998 13,888(6) 3.3%
DIRECTORS CONTINUING IN OFFICE
James V. Seamans 59 1992 1999 19,387(4)(5) 4.6%
William L. Cunningham 58 1974 2000 23,671(7) 5.6%
Alvin R. Powell, Jr. 65 1990 2000 23,463(4)(5) 5.6%
</TABLE>
- -----------------------------
(1) At March 31, 1998.
(2) Refers to the year the individual first became a director of the
Company or the Bank. All directors of the Bank during May 1994 became
directors of the Company when it was incorporated in May 1994.
(3) 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.
(4) Excludes 26,787 unallocated shares of Common Stock held under the
Employee Stock Ownership Plan ("ESOP") for which such individual serves
as a member of the ESOP Committee or Trustee Committee. Such individual
disclaims beneficial ownership with respect to such shares held in a
fiduciary capacity. 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. The ESOP Committee or the
Board instructs the ESOP Trustee regarding investment of ESOP plan
assets. The ESOP Trustee must vote all shares allocated to participant
accounts under the ESOP as directed by participants. Unallocated shares
and shares for which no timely voting direction is received will be
voted by the ESOP Trustee as directed by the ESOP Committee. As of the
Record Date, 14,423 shares have been allocated under the ESOP to
participant accounts.
(5) Includes 1,545 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date.
(6) Includes 5,563 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date.
(7) Includes 7,727 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date.
-4-
<PAGE>
The following individuals hold the executive offices in the Company set
forth opposite their names.
Name Age(1) Positions Held With the Company
- ---- ------ -------------------------------
William L. Cunningham 58 Director, Chief Executive Officer and
President
H. Stephen Ochs 48 Director and Vice President
Kathleen Ann Warner 47 Vice President
Kimberly D. Walker 41 Treasurer
- ----------------------------
(1) At March 31, 1998.
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. Since the
formation of the Company, none of the executive officers, directors, or other
personnel have received remuneration from the Company.
Biographical Information
Set forth below is certain information with respect to the directors of
the Company. All directors and executive officer have held their present
positions for five years unless otherwise stated.
Keith Camerer has served as a director of the Bank since 1988 and as a
director of the Company since its formation in May 1994. Mr. Camerer retired in
September 1997 as co-owner of Jelsma Abstract Company, an abstract and title
company. He is also a member of the Guthrie Lions Club.
William L. Cunningham has been with the Bank for 32 years and with the
Company since its formation in May 1994. He is a member of the board of
directors of the Heartland Community Bankers Association. Mr. Cunningham is also
a member of the Logan County Economic Development Board, and is a member of the
Guthrie Rotary Club, and the Logan County Historical Society.
H. Stephen Ochs has been with the Bank for 17 years and with the
Company since its formation in May 1994. Mr. Ochs is also a member of the
Guthrie Lions Club.
Alvin R. Powell, Jr. has been a director of the Bank since 1988 and as
a director of the Company since its formation in May 1994. Mr. Powell is self
employed as a theater owner and real estate broker. He is a partner in Beacon
Drive-In Theater and the owner of Homestead Real Estate of Guthrie. He is also a
member of the Guthrie Lions Club and the Guthrie Industrial Foundation.
James V. Seamans has been a director of the Bank since October 1992 and
a director of the Company since its formation in May 1994. Dr. Seamans is self
employed as a Dentist. He is also a member of the Guthrie Rotary Club.
Kathleen Ann Warner has been with the Bank for 26 years and the Company
since its formation in May 1994. Ms. Warner is a member of the Logan County
Historical Society, the Guthrie Chamber of Commerce and the Guthrie Rotary Club.
-5-
<PAGE>
Kimberly D. Walker has been with the Bank for 11 years and the Company
since its formation in May 1994. Ms. Walker is a member of the Financial
Managers Society and a member of the parent- teacher organization of the Guthrie
Christian School, and the Guthrie Public Schools.
Nominations for Director
Pursuant to Article X of the Company's Certificate of Incorporation,
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Company as set forth in that Article. 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 class and number of shares of Common Stock
which are beneficially owned 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; 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 class and number of shares of Common Stock which 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.
The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of the Certificate of
Incorporation. If the presiding officer at the meeting determines that a
nomination was not made in accordance with the terms of the Certificate of
Incorporation, he shall so declare at the annual meeting and the defective
nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board and through activities of its committees. All committees
act for both the Company and the Bank. During the fiscal year ended March 31,
1998, the Board of Directors held 12 regular meetings and no special meetings.
No director attended fewer than 100% of the total meetings of the Board of
Directors of the Bank and the Company and committees during the time such
director served during the fiscal year ended March 31, 1998.
The Company's full Board of Directors acts as a nominating committee
("Nominating Committee") for selecting the management nominees for election of
directors in accordance with the Company's Bylaws. In its deliberations, the
Nominating Committee considers the candidate's knowledge of the banking business
and involvement in community, business, and civic affairs. While the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited recommendations from the Company's stockholders for nominees
nor, subject to the procedural requirements set forth in the Company's
Certificate of Incorporation and Bylaws, established any procedures for this
purpose. During the fiscal year ended March 31, 1998, the Board of Directors met
one time as the Nominating Committee.
The Executive Committee of the Bank, which is comprised of all five
members of the Board of Directors, acts as the Compensation Committee. In its
capacity as the Compensation Committee, the
-6-
<PAGE>
Executive Committee reviews the performance and compensation of the officers of
the Company. The Executive Committee met one time in its capacity as the
Compensation Committee during the 1998 fiscal year.
The Audit Committee of the Bank is comprised of the entire Board of
Directors of the Bank. The Audit Committee annually selects the independent
auditors and meets with the accountants to discuss and review the annual audit.
The Audit Committee is further responsible for reviewing and approving internal
controls for financial reporting. The Committee meets quarterly.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
During fiscal year 1998 each non-employee member of the board of
directors of the Bank received a fee of $500 per board meeting held, including
special meetings. No fees for meetings are paid to Board members who are
employees. No additional fees are paid for committee meetings. For the year
ended March 31, 1998, fees paid to directors of the Bank totalled $18,000.
During fiscal year 1998, each member of the Board of Directors of the Company
received a fee of $300 per board meeting held, including special meetings. For
the year ended March 31, 1998, fees paid to directors of the Company totalled
$18,000.
During 1995, directors received awards of stock options and restricted
stock under the 1994 Stock Option Plan and the management stock bonus plan
("MSBP"). A portion of these awards vested during the 1998 fiscal year. See "-
Other Benefits - 1994 Stock Option Plan" and "- Management Stock Bonus Plan."
Executive Officer Compensation
The Company has no full time employees, but relies on the employees of
the Bank for the limited services required by the Company. All compensation paid
to officers and employees is paid by the Bank. The Company has agreed to
reimburse the Bank for use of Bank employees.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the Chief Executive Officer of the
Company. No executive officer of the Company had a salary and bonus during the
years ended March 31, 1998, 1997, and 1996 that exceeded $100,000 for services
rendered in all capacities to the Company.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
- ------------------------------------------------------------------------------ ----------------------------
Securities
Restricted Underlying
Name and Fiscal Other Annual Stock Options/ All Other
Principal Position Year Salary Bonus Compensation(1) Awards($)(2) SARs(#)(4) Compensation(5)
- ------------------- ---- ------ ----- --------------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
William L. Cunningham 1998 $60,900 $ -- $5,673 $ -- -- $ 13,892
President and Chief 1997 60,900 -- -- -- -- 12,288
Executive Officer 1996 60,900 -- 2,928 65,031(3) 12,878 15,367
</TABLE>
(footnotes on next page)
-7-
<PAGE>
(continued from prior page)
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(1) Payment for vacation time. Does not include the value of certain other
benefits, which do not exceed 10% of the total salary and bonus of the
individual.
(2) At March 31, 1998, Mr. Cunningham had 3,091 shares of restricted stock
in the aggregate which had a total value of $55,638 (calculated by
multiplying the aggregate number of restricted stock by the Common
Stock's estimated average high and low bid price of $18.00 on March 31,
1998. Dividends, if any, are paid on the restricted stock awarded.
Awards are earned by participants at a rate of 20% per year for five
years, as long as the participant remains an employee of the Bank.
(3) The value of restricted stock granted is calculated by multiplying (i)
the number of restricted stock granted by (ii) the Common Stock's
closing average bid and ask price as of the date of grant.
(4) Such options by their term shall be first exercisable at the rate of
one-fifth per year beginning on the anniversary date of the date that
the option was granted (July 27, 1995).
(5) Consists of an allocation of 1,138.325 and 819.214 and 771.763 shares
of Common Stock under the ESOP for the fiscal years ended March 31,
1996, 1997 and 1998, respectively. The per share value of these
allocations was $13.50, $15.00 and $18.00 at March 31, 1996, 1997 and
1998, respectively, based on an average of the bid and ask prices as of
March 31, 1996, 1997 and 1998, respectively.
Employment Agreement
The Bank entered into an employment agreement with William L.
Cunningham, its President and Chief Executive Officer. The employment agreement
is for a term of three years with a base salary of $60,900. The agreement may be
terminated by the Bank for "just cause" as defined in the agreement. If the Bank
terminates Mr. Cunningham without just cause, he will be entitled to a
continuation of salary from the date of termination through the remaining term
of the agreement. The employment agreement contains a provision stating that in
the event of termination of employment in connection with, or within one year
after, any change in control of the Association, Mr. Cunningham will be paid in
a lump sum equal to 2.99 times his average five year compensation. 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. Such payments to Mr.
Cunningham would have been approximately $182,000 had there been a change in
control of the Bank as of March 31, 1998, and his employment terminated at such
time. The agreement may be renewed annually by the Board of Directors upon a
determination of satisfactory performance within the Board's sole discretion.
Other Benefits
Employee Stock Ownership Plan. The Bank has established an employee
stock ownership plan, the ESOP, for the exclusive benefit of participating
employees.
The ESOP borrowed funds from the Company to acquire 41,210 shares of
the Common Stock issued in the Conversion. This loan is secured by the shares
purchased and the earnings of ESOP assets. This loan is expected to be fully
repaid in not more than 10 years. The ESOP expense for the fiscal year ended
March 31, 1998, was $52,721 and 4,121 shares were released for allocation to
participant accounts. Benefits under the ESOP are allocated pro rata based upon
participant compensation paid during a plan year. At March 31, 1998, 14,423
shares were allocated to participant accounts.
The Board of Directors has appointed Directors Camerer, Cunningham, and
Powell to the ESOP Committee to administer the ESOP. Directors Camerer, Powell,
and Seamans serve as the ESOP Trustees. The Board of Directors or the ESOP
Committee may instruct the ESOP Trustees regarding
-8-
<PAGE>
investments of funds contributed to the ESOP. The ESOP Trustees must vote all
allocated shares held in the ESOP in accordance with the instructions of the
participating employees. Unallocated shares and allocated shares for which no
timely direction is received will be voted by the ESOP Trustees as directed by
the Board of Directors or the ESOP Committee, subject to the ESOP Trustees'
fiduciary duties.
401(k) Salary Deferral Plan
The Bank sponsors a tax-qualified defined contribution salary deferral
plan ("401(k) Plan") for the benefit of its employees.
1994 Stock Option Plan
The Board of Directors adopted the 1994 Stock Option Plan (the "Option
Plan") which was approved by stockholders on July 27, 1995. Non-Incentive Stock
Options to purchase 2,575 shares of Common Stock were granted to each of the
non-employee directors in 1995. Mr. Ochs was granted 9,272 options at that time.
The following tables set forth additional information concerning
options granted under the Option Plan.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs at in-the-Money Options/SARs
Shares Value Fiscal Year-End (#) at Fiscal Year-End ($)(1)
Acquired on Realized ------------------- -------------------------
Name Exercise (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable
- -------------------- ---------------- ------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
William L. -- $ -- 5,151 / 7,727 $27,687 / $41,533
Cunningham
</TABLE>
- -------------------------------
(1) Based on a value of $18.00 per share March 31, 1998.
Management Stock Bonus Plan
MSBP was ratified by stockholders in 1995. Non-employee directors were
awarded 1,030 shares of Common Stock pursuant to the MSBP in 1995. Mr. Ochs was
awarded 3,708 shares at that time.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. Loans are
made in the ordinary course of business and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the Bank's other customers, and do not involve more
than the normal risk of collectibility, nor present other unfavorable features.
Furthermore, loans to an affiliate must be approved in advance by a
disinterested majority of the Board of Directors or be within other guidelines
established as a result of OTS regulations.
-9-
<PAGE>
- --------------------------------------------------------------------------------
II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Regier Carr & Monroe, L.L.P. was the Company's independent public
accountant for the fiscal year ending March 31, 1998. The Board of Directors has
approved the selection of Regier Carr & Monroe, L.L.P. as its auditors for the
fiscal year ending March 31, 1999, subject to ratification by the Company's
stockholders. A representative of Regier Carr & Monroe, L.L.P. 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 approval
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 Regier Carr & Monroe, L.L.P.
as the Company's auditors for the fiscal year ending March 31, 1999.
- --------------------------------------------------------------------------------
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, execution of a proxy confers on the designated proxy holder
discretionary authority with respect to the election of any person as a director
where the nominee is unable to serve, or for good cause will not serve, as well
as with respect to other matters that may come before the Meeting or any
adjournment of the Meeting. This discretionary authority does not cover
non-Board nominated nominees of which the proxy holder was aware before April
25, 1998 and does not cover other matters of which the proxy holder was aware
before May 10, 1998.
- --------------------------------------------------------------------------------
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.
The Company's Annual Report to Stockholders for the year ended March
31, 1998, including financial statements, will be mailed on June 15, 1998 to all
stockholders of record as of the close of business on June 10, 1998. Any
stockholder who has not received a copy of such Annual Report may obtain a copy
by writing to the Secretary of the Company. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
-10-
<PAGE>
- --------------------------------------------------------------------------------
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
120 North Division, Guthrie, Oklahoma 73044, no later than February 15, 1999.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 1998 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, GUTHRIE SAVINGS, INC., 120 NORTH
DIVISION, GUTHRIE, OKLAHOMA 73044.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Deborah Kay Bozarth
---------------------------------------------
Deborah Kay Bozarth
Secretary
Guthrie, Oklahoma
June 15, 1998
-11-
<PAGE>
Annex A
- --------------------------------------------------------------------------------
GUTHRIE SAVINGS, INC.
FORM OF PROXY
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
July 15, 1998
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Guthrie
Savings, Inc. (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 office
of the Company and Guthrie Federal Savings Bank, 120 North Division, Guthrie,
Oklahoma on July 15, 1998, at 5:00 p.m.
and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
1. The election as director of all nominees
listed below, each for a 3 year term |_| |_|
(except as marked to the contrary):
Keith Camerer
H. Stephen Ochs
INSTRUCTIONS: To withhold your vote for any individual nominee, insert
the nominee's name on the line provided below.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. The ratification of the appointment of Regier
Carr & Monroe, L.L.P. as independent auditors
of Guthrie Savings, Inc., for the fiscal year
ending March 31, 1999. |_| |_| |_|
</TABLE>
Note: Executing this proxy permits such attorneys and proxies to vote, in their
discretion, upon such other business as may properly come before the Meeting or
any adjournments thereof.
The Board of Directors recommends a vote "FOR" the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
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 elect 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 written notification to 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 a Notice of Annual Meeting of Stockholders and a
proxy statement dated June 15, 1998.
Please check here if you
Dated: , 1998 |_| plan to attend the Meeting.
-----------------------------
- ------------------------------------ -------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------ -------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this 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-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
