<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 Rule 14a-11(c) or Rule 14a-12
Fed One Bancorp, Inc.
- - - -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- - - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
<TABLE>
<S> <C> <C>
/ / 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:__________________________________________________________________
</TABLE>
<PAGE>
[LETTERHEAD]
March 21, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Fed One Bancorp, Inc. The meeting will be held at the Company's corporate
headquarters located at 21 Twelfth Street, Wheeling, West Virginia 26003, on
Wednesday, April 23, 1997 at 10:00 a.m., Eastern Time. The matters to be
considered by shareholders at the Annual Meeting are described in the
accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
We appreciate your support and interest in Fed One Bancorp, Inc.
Sincerely,
/s/ Alan E. Groover
Alan E. Groover
Chairman, President and
Chief Executive Officer
<PAGE>
FED ONE BANCORP, INC.
21 Twelfth Street
Wheeling, West Virginia 26003
(304) 234-1100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 23, 1997
-------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Fed One Bancorp, Inc. (the "Company") will be held at the Company's
corporate headquarters located at 21 Twelfth Street, Wheeling, West Virginia
26003, on Wednesday, April 23, 1997 at 10:00 a.m., Eastern Time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect three (3) directors for a three-year term and until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the year ending
December 31, 1997; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof. Management is not aware of any other such business.
The Board of Directors has fixed March 7, 1997 as the voting record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those shareholders of record
as of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
By Order of the Board of Directors
/s/ Jean E. Huff
Jean E. Huff
Corporate Secretary
Wheeling, West Virginia
March 21, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
PROXY STATEMENT
-----------------
FED ONE BANCORP, INC.
21 Twelfth Street
Wheeling, West Virginia 26003
-----------------
1997 ANNUAL MEETING OF SHAREHOLDERS
April 23, 1997
This Proxy Statement is furnished to holders of common stock, $.10 par value
per share ("Common Stock"), of Fed One Bancorp, Inc. (the "Company"), a Delaware
corporation which acquired all of the outstanding stock of Fed One Bank (the
"Bank") in connection with the conversion of Fed One Bancorp, M.H.C. and the
reorganization of the Bank to the holding company form of organization in
January 1995 (the "Conversion and Reorganization"). Proxies are being solicited
on behalf of the Board of Directors of the Company to be used at the Annual
Meeting of Shareholders ("Annual Meeting") to be held at the Company's corporate
headquarters located at 21 Twelfth Street, Wheeling, West Virginia 26003, on
Wednesday, April 23, 1997 at 10:00 a.m., Eastern Time, and at any adjournment
thereof for the purposes set forth in the Notice of Annual Meeting of
Shareholders. This Proxy Statement is first being mailed to shareholders on or
about March 21, 1997.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein and
for the matters described below and, upon the transaction of such other business
as may properly come before the meeting, in accordance with the best judgment of
the persons appointed as proxies. Any shareholder giving a proxy has the power
to revoke it at any time before it is exercised by (i) filing with the Secretary
of the Company written notice thereof (Jean E. Huff, Corporate Secretary, Fed
One Bancorp, Inc., 21 Twelfth Street, Wheeling, West Virginia 26003); (ii)
submitting a duly-executed proxy bearing a later date; or (iii) appearing at the
Annual Meeting and giving the Secretary notice of his or her intention to vote
in person. Proxies solicited hereby may be exercised only at the Annual Meeting
and any adjournment thereof and will not be used for any other meeting.
<PAGE>
2
VOTING
Only shareholders of record at the close of business on March 7, 1997 (the
"Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 2,443,095 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting.
The presence in person or by proxy of at least a majority of the outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Directors are elected by a plurality of the votes cast at
the Annual Meeting. The affirmative vote of the holders of a majority of the
total votes cast at the Annual Meeting is required for approval of the proposal
to ratify the appointment of the Company's independent auditors.
Abstentions will be counted for purposes of determining the presence of a
quorum at the Annual Meeting. Because of the required votes, abstentions will
not be counted as votes cast for the election of directors and the proposal to
ratify the appointment of the Company's independent auditors and, thus, will
have no effect on the voting of these proposals. Under rules applicable to
broker-dealers, the election of directors and the proposal to ratify the
auditors are considered "discretionary" items upon which brokerage firms may
vote in their discretion on behalf of their clients if such clients have not
furnished voting instructions and, thus, there will be no "broker non-votes."
<PAGE>
3
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide that the
Board of Directors of the Company shall be divided into three classes as nearly
equal in number as possible, and that the members of each class are to be
elected for a term of three years and until their successors are elected and
qualified. One class of directors is to be elected annually, and shareholders of
the Company are not permitted to cumulate their votes for the election of
directors.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, except that Louis
Salvatori is the father of William Salvatori. All nominees currently serve as
directors of the Company.
Unless otherwise directed, each proxy executed and returned by a shareholder
will be voted for the election of the nominees for director listed below. If any
person named as nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxies will vote for any replacement
nominee or nominees recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why any of the nominees listed below may
not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his tenure as a
director of the Company.
Nominees for Director for Three-Year Term Expiring in 2000
<TABLE>
<CAPTION>
POSITIONS HELD IN DIRECTOR
NAME AGE THE COMPANY SINCE (1)
- - - ------------------------------- --- ----------------------------------------------- -----------
<S> <C> <C> <C>
Dudley E. Beck 73 Director 1974
Alan E. Groover 49 Chairman, President and Chief Executive Officer 1988
Gilbert R. Haller 59 Director 1985
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
<PAGE>
4
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
Directors With Terms Expiring in 1998
<TABLE>
<CAPTION>
POSITIONS HELD IN DIRECTOR
NAME AGE THE COMPANY SINCE (1)
- - - -------------------------------- --- ------------------ -----------
<S> <C> <C> <C>
Danny C. Aderholt 46 Director 1995
John W. Myers 84 Director 1982
Louis Salvatori 87 Director 1955
William Salvatori 41 Director, Senior 1991
Vice President
</TABLE>
Directors With Terms Expiring in 1999
<TABLE>
<CAPTION>
POSITIONS HELD IN DIRECTOR
NAME AGE THE COMPANY SINCE (1)
- - - ------------------------------- --- ---------------- -----------
<S> <C> <C> <C>
George J. Anetakis 62 Director 1992
George Margaretes 68 Director 1988
Gareth F. Vorhees 70 Director 1983
</TABLE>
- - - ------------------------
(1) Includes service as a director of the Bank and its predecessors.
Each of the directors of the Company is also director of the Bank. The
business experience of each of the directors for at least the past five years is
as follows:
Danny C. Aderholt was appointed to the Board in 1995. Mr. Aderholt is
President and Chief Executive Officer of Century Equities, Inc., a regional
investment banking firm located in Wheeling, West Virginia.
George J. Anetakis was elected to the Board of Directors in March 1992 and
was appointed General Counsel to the Bank in July 1988. Mr. Anetakis is a
partner in the law firm of Frankovitch & Anetakis, Weirton, West Virginia.
<PAGE>
5
Dudley E. Beck has served as the Bank's Chairman of the Board since March
1991. Initially appointed to the Board of Directors in 1974, he served as Vice
Chairman from 1983 to 1991. Prior to his retirement, Mr. Beck held executive
management positions including General Manager of Halcyon Hills Memorial Park,
Business Manager of West Virginia Penitentiary, General Manager of Grand Vue
Park and County Commissioner for Marshall County, West Virginia.
Alan E. Groover serves as Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Groover has served as President and Chief
Executive Officer of the Bank since March 1990 and Director since 1988. Prior to
that time, Mr. Groover served as Executive Vice President and Chief Operating
Officer of the Bank.
Gilbert R. Haller was elected to the Board in 1985 and previously served as
a Board member with a predecessor institution. Mr. Haller is owner and Chairman
of the Board of Wheeling Office Supply, Wheeling, West Virginia.
George Margaretes was elected to the Board in 1988. He is retired and
formerly served as a real estate broker with Century 21, Shirley Vargo Realty.
Previously, he was owner of Century 21, George Margaretes, Inc., Wheeling, West
Virginia.
John W. Myers was elected to the Board in 1982. He is a retired pharmacist
with Myers Pharmacy, Inc. Prior to his retirement, Mr. Myers was a partner in
Myers Pharmacy, Inc.
Louis Salvatori was appointed to the Board in 1955 and prior to his
retirement served as President of the Bank from 1959 through 1989. Mr. Salvatori
remains as a consultant to the Bank. Mr. Salvatori is the father of William
Salvatori.
William Salvatori was elected to the Board in 1991 having previously served
as an Advisory Board Member since 1988. He serves as Senior Vice President of
the Company and the Bank and joined the Bank in 1977. Mr. Salvatori is the son
of Louis Salvatori.
Gareth F. Vorhees was appointed to the Board in 1983 having previously
served as a Director with a predecessor institution. Prior to his retirement,
Mr. Vorhees served as Vice President of Programming with WTRF-TV and held
executive positions with the company for over 33 years.
<PAGE>
6
SHAREHOLDER NOMINATIONS
Article IV, Section 4.15 of the Company's Bylaws governs nominations for
election to the Board and requires all such nominations, other than those made
by the Board, to be made at a meeting of shareholders called for the election of
directors, and only by a shareholder who has complied with the notice provisions
in that section. Shareholder nominations must be made pursuant to timely notice
in writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to, or mailed and received at, the principal executive offices
of the Company not later than (i) with respect to an election to be held at an
annual meeting of shareholders, 90 days prior to the anniversary date of the
mailing of proxy materials by the Company for the immediately preceding annual
meeting, and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
shareholders.
Each written notice of a shareholder nomination shall set forth: (a) the
name and address of the shareholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to serve
as a director of the Company if so elected. The chairman of the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedures. The Company did not receive any nominations from
shareholders for the Annual Meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company and the Bank are
held on a monthly basis. The Board of Directors of the Company held a total of
14 regular and special meetings during the year ended December 31, 1996. No
incumbent director attended fewer than 75% of the aggregate total number of
meetings of the Board of Directors held during the year ended December 31, 1996,
and the total number of meetings held by all committees on which he served
during such year. The Boards of Directors of the Company and the Bank have
established several committees, including an Executive Committee, an Audit
Committee, a Compensation Committee and a Nominating Committee.
<PAGE>
7
The Executive Committee consists of Messrs. Beck, Groover, Margaretes and
Louis Salvatori. The Executive Committee has the authority to exercise powers of
the Board of Directors in the intervals between meetings of the Board and meets
as necessary to oversee the business of the Company and the Bank. The Executive
Committee met six times in 1996.
The Audit Committee consists of the full Board excluding Alan E. Groover and
William Salvatori. The Audit Committee met three times in 1996. The Audit
Committee is responsible for overseeing the internal and external audit
functions of the Company and the Bank. The internal auditor reports directly to
the Committee on internal audit findings and activities. The Committee reviews
and approves the Company's and the Bank's external audit and meets with the
independent auditors regarding the results of their auditing procedures. In
addition to internal and external audit findings, the Board reviews all
regulatory examination reports and meets with regulatory officials as necessary.
The Compensation Committee consists of Messrs. Beck, Anetakis, Margaretes
and Louis Salvatori. The Committee is responsible for determining the
compensation of the President and Chief Executive Officer and other executive
officers and met one time in 1996.
The Nominating Committee consists of the full Board of Directors and is
authorized to select management nominees for election as directors. The
Nominating Committee met one time in 1996.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to the executive
officers of the Company and the Bank who are not directors, including their
business experience for at least the past five years.
Lisa K. DiCarlo, Senior Vice President and Treasurer of the Company, has
been Senior Vice President and Treasurer of the Bank since April 1992 and prior
thereto was Vice President and Treasurer of the Bank. She has been with the Bank
since 1985.
Tina A. Silvis, Senior Vice President of the Company, has served as Senior
Vice President of the Bank since April 1992, was Vice President from January
1990 to March 1992 and prior thereto was Assistant Vice President of the Bank.
She has been with the Bank since 1988.
<PAGE>
8
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons or
entities, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors of the Company and (iii) all
directors and executive officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
OWNED AS OF
MARCH 7, 1997(1)
NAME OF -----------------------
BENEFICIAL OWNER NO. %
- - - -------------------------------------------------------------------------- ------------ ---
<S> <C> <C>
Directors:
Danny C. Aderholt......................................................... 24,583(2) 1.0%
George J. Anetakis........................................................ 21,381(3) 0.9
Dudley E. Beck............................................................ 21,769(4) 0.9
Alan E. Groover........................................................... 94,484(5) 3.8
Gilbert R. Haller......................................................... 35,984(6) 1.5
George Margaretes......................................................... 7,045(7) 0.3
John W. Myers............................................................. 22,812(8) 0.9
Louis Salvatori........................................................... 43,058(9) 1.8
William Salvatori......................................................... 41,015(10) 1.7
Gareth F. Vorhees......................................................... 4,562(11) 0.2
All directors and executive officers of the Company and the Bank as a
group (12 persons)...................................................... 375,580(12) 14.6
</TABLE>
- - - ------------------------
(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common Stock
if he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, a director has sole
voting power and sole investment power with respect to the indicated shares.
Shares which are subject to stock options which are exercisable within 60
days of the Voting Record Date are deemed to be outstanding for the
<PAGE>
9
purpose of computing the percentages of Common Stock beneficially owned
by the respective individuals and group.
(2) Includes 2,902 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the Voting Record Date.
(3) Includes 5,654 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the Voting Record Date. Also includes
1,661 shares held by Mr. Anetakis' wife; Mr. Anetakis disclaims beneficial
ownership of such shares.
(4) Includes 4,345 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the Voting Record Date. Also includes
4,406 shares held by Mr. Beck's wife; Mr. Beck disclaims beneficial
ownership of such shares.
(5) Includes 24,806 shares held jointly with Mr. Groover's wife, with whom
voting and dispositive power is shared, 38,601 shares which may be acquired
upon the exercise of stock options exercisable within 60 days of the Voting
Record Date, 12,899 shares held in a Recognition and Retention Plan and
Trust of the Company ("RRP"), which may be voted by him pending vesting and
distribution and 1,236 shares allocated to Mr. Groover's account in the
Company's Employee Stock Ownership Plan ("ESOP"). Also includes 7,314 shares
held by Mr. Groover's wife, who is an employee of the Bank, exercisable
stock options held by Ms. Groover to purchase 1,768 shares, 1,289 shares
held for Ms. Groover's account in the RRP and 256 shares allocated to Ms.
Groover's account in the ESOP. Mr. Groover disclaims beneficial ownership of
the shares held by his wife.
(6) Includes 21,607 shares held jointly with Mr. Haller's wife, with whom voting
and dispositive power is shared and 6,093 shares which may be acquired upon
the exercise of stock options exercisable within 60 days of the Voting
Record Date. Also includes 4,132 shares held by Mr. Haller's wife; Mr.
Haller disclaims beneficial ownership of such shares.
(7) Includes 1,161 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the Voting Record Date.
(8) Includes 16,075 shares jointly held with Mr. Myers' daughter, with whom
voting and dispositive power is shared, and 6,737 shares which may be
acquired upon the exercise of stock options exercisable within 60 days of
the Voting Record Date.
(9) Includes 37,352 shares held jointly with Mr. Salvatori's wife and children,
with whom voting and dispositive power is shared, and 5,706 shares which may
be acquired upon the exercise of stock options exercisable within 60 days of
the Voting Record Date.
<PAGE>
10
(10) Includes 10,895 shares held jointly with Mr. Salvatori's father, spouse or
brother, with whom voting and dispositive power is shared, 2,692 shares held
in a partnership that Mr. Salvatori is a partner, 15,155 shares which may be
acquired upon the exercise of stock options exercisable within 60 days of
the Voting Record Date, 5,922 shares held in the RRP, which may be voted by
him pending vesting and distribution, 753 shares allocated to Mr.
Salvatori's account in the ESOP and 291 shares held by Mr. Salvatori's son.
(11) Includes 1,323 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the Voting Record Date.
(12) Includes 123,503 shares which may be acquired by all directors and
executive officers as a group upon the exercise of stock options exercisable
within 60 days of the Voting Record Date, 31,954 shares held in the RRP on
behalf of all directors and executive officers as a group, which may be
voted by such individuals pending vesting and distribution and 3,968 shares
held in the ESOP for the account of all directors and executive officers as
a group.
<PAGE>
11
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Company for services rendered in all
capacities during the last three fiscal years to the Chief Executive Officer of
the Company. No other executive officer had total compensation during the last
fiscal year which exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------- ------------------------
AWARDS
OTHER ------------------------ ALL
NAME AND ANNUAL STOCK OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) GRANTS OPTIONS COMPENSATION
- - - ----------------------------------------- ------- ---------- -------- ---------------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan E. Groover Chairman, President and 1996 $ 171,562 $ 30,050 0 $ 0 10,000 $ 15,876(4)
Chief Executive Officer 1995 157,285 24,850 0 201,550(3) 25,750 14,757
1994 129,054 21,170 0 0 0 0
</TABLE>
- - - ------------------------
(1) Includes Directors' fees.
(2) Does not include amounts attributable to miscellaneous benefits received by
executive officers, including the use of Company-owned automobiles. In the
opinion of management of the Company the costs to the Company of providing
such benefits to any individual executive officer during the year ended
December 31, 1996 did not exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus reported for the individual.
(3) Represents the grant of 16,124 shares of restricted Common Stock in 1995
pursuant to the 1995 RRP, which had a fair market value of $253,953 at
December 31, 1996. The restricted stock awarded vests over five years, 20%
per year from the date of grant.
(4) Includes $9,891, which represents the fair market value of 628 shares of
Common Stock allocated to Mr. Groover's account pursuant to the Company's
ESOP and $5,985 allocated to Mr. Groover under the Company's Excess Benefit
Plan in 1996.
<PAGE>
12
STOCK OPTIONS
The following table sets forth certain information concerning individual
grants of stock options awarded to the named executive officer during 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL
RATES
OF STOCK PRICE
APPRECIATION
FOR OPTION TERM(4)
---------------------
INDIVIDUAL GRANTS
- - - ----------------------------------------------------------------------------------------------------------
% OF TOTAL OPTIONS
OPTIONS GRANTED TO EXERCISE EXPIRATION
NAME GRANTED EMPLOYEES(1) PRICE(2) DATE(3) 5% 10%
- - - ----------------------------------------- ----------- --------------------- --------- ---------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Alan E. Groover.......................... 10,000 43.5% $ 15.125 April 24, 2006 $ 95,150 $ 241,050
------ ---- --------- -------------- --------- ----------
------ ---- --------- -------------- --------- ----------
</TABLE>
- - - ------------------------
(1) Percentage of options granted to all employees during 1996.
(2) The exercise price was based on the fair market value of a share of Common
Stock on the date of grant.
(3) The stock options were granted on April 24, 1996 and vest and become
exercisable over five years, 20% per year commencing one year from the date
of grant.
(4) Assumes compounded rates of return for the remaining life of the options and
future stock prices of $24.64 and $39.23 at compounded rates of return of 5%
and 10%, respectively.
The following table sets forth certain information concerning exercises of
stock options granted pursuant to the Company's stock option plans by the named
executive officer during the year ended December 31, 1996 and options held at
December 31, 1996.
Aggregated Option Exercise in Last Fiscal Year and Year End Option Values
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED OPTIONS AT
SHARES OPTIONS AT YEAR END YEAR END(1)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - - ------------------------------------------- ------------- --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan E. Groover............................ 3,000 $ 34,590 31,451 30,600 $ 298,269 $ 73,200
----- --------- ------ ------ --------- -----------
----- --------- ------ ------ --------- -----------
</TABLE>
- - - ------------------------
(1) Based on a per share market price of $15.75 at December 31, 1996.
<PAGE>
13
PENSION PLAN
The following table sets forth estimated annual benefits payable upon
retirement at age 65 to the named executive officers under the Company's defined
benefit pension plan ("Pension Plan") based upon various levels of compensation
and years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
-----------------------------------------------------
YEARS OF SERVICE
-----------------------------------------------------
REMUNERATION 10 15 20 25 30
- - - ------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$ 20,000 $ 4,000 $ 6,000 $ 8,000 $ 10,000 $ 12,000
30,000 6,000 9,000 12,000 15,000 18,000
50,000 10,000 15,000 20,000 25,000 30,000
75,000 15,000 22,500 30,000 37,500 45,000
100,000 20,000 30,000 40,000 50,000 60,000
150,000 30,000 45,000 60,000 75,000 90,000
</TABLE>
The indicated amounts in the above table assume that participants elect the
normal retirement form of benefit.
Benefits are generally payable under the Pension Plan upon retirement at age
65 based upon an average of an employee's five highest consecutive annual
amounts of base salary. The plan provides for an early retirement option with
reduced benefits for eligible participants who exceed 45 years of age. Employee
benefits vest 100% after 5 years of service. Benefits under the Pension Plan are
not offset by Social Security payments. Such amounts are within 10% of the
salary reported for the named individual in the Summary Compensation Table
above.
At December 31, 1996, Mr. Groover had ten years and eight months of credited
service under the Pension Plan.
SUPPLEMENTAL BENEFIT PLAN
The Board of Directors of the Company has authorized an excess benefit plan
("EBP") to provide certain additional retirement benefits to Mr. Groover. The
EBP provides that Mr. Groover shall receive an annual allocation of stock units
representing shares of Common Stock of the Company. The number of stock units
allocable to his benefit each year shall be equal to the difference between the
annual allocation of shares that would have been made to him in the ESOP if such
allocation were made without giving effect to the limitations on compensation
and allocations imposed by Sections 401(a)(17), 414(g)(6) and 415 of the
Internal Revenue Code of 1986 ("Code"), minus the number of shares actually
allocated to his ESOP account in a particular year. The Company allocated $5,985
to the EBP on behalf of Mr. Groover's account for 1996.
<PAGE>
14
COMPENSATION OF DIRECTORS
Board Fees. Members of the Board of Directors of the Bank are entitled to
a retainer of $500, payable monthly. Members of the Executive Committee also
are entitled to a retainer of $250, payable monthly. The Bank paid a total of
$56,000 in directors' and committee fees during 1996. Mr. Groover has waived
his Executive Committee fees in past years, including 1996, and has advised
the Bank of his intention to continue to do so. Mr. Louis Salvatori has
waived his Directors' and Executive Committee fees in past years, including
1996, and has advised the Bank of his intention to continue to do so. Members
of the Board of Directors of the Company were not paid a separate fee in 1996.
Directors' Stock Option Plans. The Company maintains the 1992 Stock Plan
for Outside Directors ("Directors' Plan"), pursuant to which the Bank
previously granted stock options to non-employee directors of the Bank. The
maximum number of shares of Common Stock of the Company which may be issued
under the Directors' Plan is 23,738 shares, 16,980 of which had been issued
upon the exercise of stock options as of December 31, 1996. In October 1992,
the Bank granted options to purchase 23,738 shares to non-employee directors
of the Bank pursuant to the Directors' Plan at $4.47 per share. The share
amounts of options granted and the exercise price of the options have been
adjusted for the exchange in the Conversion and Reorganization.
The Company maintains the 1995 Stock Option Plan, pursuant to which the
Company grants stock options to non-employee directors pursuant to a formula
contained in the 1995 Option Plan. The maximum number of shares of Common Stock
which may be issued to non-employee directors under the 1995 Option Plan is
32,248 shares. In April 1995, the Company granted options to purchase 25,798
shares of Common Stock to non-employee directors of the Company pursuant to the
1995 Option Plan at an exercise price of $12.50 per share, 1,260 of which had
been issued upon the exercise of stock options as of December 31, 1996. In
addition, options to purchase 3,225 shares of Common Stock were granted to non-
employee directors under the plan in April 1996 with an exercise price of
$15.125 per share.
COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company
determines executive compensation. During 1996, the members of the Committee
were Messrs. Anetakis, Beck, Margaretes and Louis Salvatori. No member of the
Committee is a current officer or employee of the Company or the Bank. Louis
Salvatori is a former President of the Bank. The report of the Committee with
respect to compensation for the Chief Executive Officer and all other executive
officers is set forth below.
<PAGE>
15
REPORT OF THE COMPENSATION COMMITTEE
The goals of the Committee are to assist the Company in attracting and
retaining qualified management, motivating executives to achieve performance
goals, rewarding management for outstanding performance and to ensure that the
financial interests of the Company's management and shareholders are satisfied.
The Committee considered several financial and non-financial accomplishments
in setting the compensation of the Chief Executive Officer and other executive
officers, including but not limited to, net income of the Company, profitability
ratios, satisfactory regulatory examinations, and market value of the Company.
In addition, other objectives such as loan and deposit growth were reviewed. The
Committee reviewed and considered the SNL Executive Compensation Review for a
comparison of compensation paid by the Company's peer group.
The compensation set by the Committee includes a base salary and a bonus
component, based upon the Company's Incentive Compensation Plan, an annual bonus
plan. Based upon the above factors, the Committee extended the employment
agreement of Mr. Groover for an additional year pursuant to the terms of the
agreement, increased Mr. Groover's base compensation to $180,000, and approved
Mr. Groover's participation in the Bank's Incentive Compensation Plan. In
addition, the Committee provided for salary increases for the other executive
officers and participation in the Company's Incentive Compensation Plan.
George J. Anetakis
Dudley E. Beck
George Margaretes
Louis Salvatori
<PAGE>
16
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over the measurement period since the Bank issued stock to the
public in October 1992 with (i) the yearly cumulative total return on the
stocks included in the Standard and Poor's 500 Market Index and (ii) the
yearly cumulative total return on the stocks included in the SNL Securities
Thrift Stock Index. The return on the Common Stock prior to January 1995
reflects the return on common stock of the Bank as adjusted for the exchange
of such stock for Common Stock of the Company in the Conversion and
Reorganization. All of these cumulative returns are computed assuming the
reinvestment of dividends at the frequency with which dividends were paid
during the applicable years.
[GRAPH]
<TABLE>
<CAPTION>
Period Ending
--------------------------------------------------------------
Index 10/8/92 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- - - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fed One Bancorp 100.00 136.74 228.94 266.67 390.36 421.52
S&P 500 100.00 107.56 118.40 119.96 165.04 202.77
Thrifts (All) 100.00 123.20 154.63 152.81 237.98 310.08
</TABLE>
<PAGE>
17
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Bank has entered into an Employment Agreement with Mr. Groover,
President and Chief Executive Officer. Under the terms of the Employment
Agreement, Mr. Groover is entitled to a base salary and fringe benefits
applicable to executive personnel. The Employment Agreement provides for a
three-year term and, subject to satisfactory performance reviews by the Board of
Directors or a committee designated by the Board, extends on each anniversary
date for an additional year so that the remaining term will be three years. The
Employment Agreement provides for termination by the Bank for cause at any time.
In the event that the Bank chooses to terminate Mr. Groover's employment for
reasons other than for cause, or Mr. Groover's resignation after an Event of
Termination, as defined, Mr. Groover, or, in the event of his death, his
beneficiary, will be entitled to a severance payment equal to the amounts due
under his Employment Agreement for the remainder of its term. In the event of
involuntary termination or Mr. Groover's resignation from the Bank upon an Event
of Termination after a change in control of the Bank, as defined, Mr. Groover
or, in the event of death, his beneficiary, will be entitled to a severance
payment equal to three times his average annual compensation for the last three
years. Under such circumstances, the Bank also will be required to continue his
life, health, accident, dental and disability coverage, retirement benefits and
any other benefits in effect at the time, for up to three years. A "change in
control" is generally defined for purposes of the Employment Agreement to
include the acquisition by a person or group of persons of beneficial ownership
of 20.0% or more of the Common Stock during the term of the Employment Agreement
or a tender offer or exchange offer, merger or other form of business
combination, sale of assets, or contested election of Directors which results in
a change of a majority of the Board of Directors. Payments under the Employment
Agreement, in the event of a change in control, would be reduced to the extent
necessary to not constitute excess parachute payments under Section 280G of the
Internal Revenue Code of 1986. Upon termination after a change in control,
assuming Mr. Groover's current salary, severance pay would amount to $591,999.
The Bank has entered into severance agreements with eight officers of the
Bank in order to assist the Bank in maintaining a stable and competent
management base. The agreements provide for a three-year term, and subject to
satisfactory performance reviews by the Board of Directors or a committee
designated by the Board, extends on each anniversary date for an additional year
so that the remaining term will be three years. The agreements provide for
severance payments upon a "change in control" of the Bank in an amount ranging
from one-half to one and one-half times the employee's annual compensation.
INDEBTEDNESS OF MANAGEMENT
Prior to the enactment of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"), the Bank followed the policy of making loans
to its officers and employees at preferred interest rates. Management believes
that these loans
<PAGE>
18
do not involve more than the normal risk of collectibility or
present other unfavorable features. In accordance with FIRREA, all loans to
officers are now made on the same terms (including interest rate and loan fees)
as comparable loans to unaffiliated persons. During 1996, no director or
executive officer of the Company or the Bank had loans outstanding at preferred
interest rates which aggregated $60,000 or more. At December 31, 1996, loans to
directors and executive officers of the Company and the Bank and their
affiliates amounted to $3.2 million or approximately 8% of the Company's
shareholders' equity at such date.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending December 31, 1997, and further directed
that the selection of auditors be submitted for ratification by the shareholders
at the Annual Meeting.
The Company has been advised by KPMG Peat Marwick LLP that neither that firm
nor any of its associates has any relationship with the Company other than the
usual relationship that exists between independent certified public accountants
and clients. KPMG Peat Marwick LLP will have one or more representatives at the
Annual Meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of KPMG Peat Marwick LLP as independent auditors for 1997.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders of
the Company, which is scheduled to be held in April 1998, must be received at
the principal executive offices of the Company, 21 Twelfth Street, Wheeling,
West Virginia 26003, Attention: Jean E. Huff, Corporate Secretary, no later than
November 25, 1997. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
shareholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
Shareholder proposals which are not submitted for inclusion in the Company's
proxy materials pursuant to Rule 14a-8 under the 1934 Act may be brought before
an annual meeting pursuant to Article II, Section 2.14 of the Company's Bylaws,
which provides that business at an annual meeting of shareholders must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, or (b) otherwise properly brought
before the meeting by a shareholder. For business to be
<PAGE>
19
properly brought before an annual meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Company. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than
90 days prior to the anniversary date of the mailing of proxy materials by
the Company for the immediately preceding annual meeting. A shareholder's
notice must set forth as to each matter the shareholder proposes to bring
before an annual meeting (a) a brief description of the business desired to
be brought before the annual meeting, (b) the name and address, as they
appear on the Company's books, of the shareholder proposing such business,
(c) the class and number of shares of Common Stock of the Company which are
beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. No shareholder proposals were received by the
Company in connection with the Annual Meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
shareholder without charge a copy of the Company's Annual Report on Form 10-K
required to be filed with the Securities and Exchange Commission under the 1934
Act. Such written requests should be directed to Lisa K. DiCarlo, Senior Vice
President and Treasurer, Fed One Bancorp, Inc., 21 Twelfth Street, Wheeling,
West Virginia 26003. The Form 10-K is not part of the proxy solicitation
materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of 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 the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
<PAGE>
REVOCABLE PROXY
FED ONE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FED ONE
BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
23, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Fed One Bancorp,
Inc. (the "Company") as proxies, each with power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of the Company held of record by the undersigned on March
7, 1997 at the Annual Meeting of Shareholders to be held at the Company's
corporate headquarters located at 21 Twelfth Street, Wheeling, West Virginia
26003, on Wednesday, April 23, 1997, at 10:00 a.m., Eastern Time, and any
adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
/ /FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2000:
Dudley E. Beck; Alan E. Groover; and Gilbert R. Haller.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- - - ---------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the year ending December
31, 1997
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. (Continued on reverse side)
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF AUDITORS IN PROPOSAL 2 AND
OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated:__________ , 1997
-----------------------------------
-----------------------------------
SIGNATURES
Please sign this proxy exactly as your names(s) appear(s) on this proxy.
When signing in a representative capacity, please give title. When shares are
held jointly, only one holder need sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
FED ONE BANCORP, INC.
The undersigned hereby instructs the Trustees of the Employee Stock
Ownership Plan ("ESOP") of Fed One Bancorp, Inc. (the "Company") to vote, as
designated below, all the shares of Common Stock of the Company allocated to my
account pursuant to the ESOP as of March 7, 1997 at the Annual Meeting of
Shareholders to be held at the Company's corporate headquarters located at 21
Twelfth Street, Wheeling, West Virginia 26003, on Wednesday, April 23, 1997, at
10:00 a.m., Eastern Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
/ / FOR ALL NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2000:
Dudley E. Beck; Alan E. Groover; and Gilbert R. Haller.
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- - - -------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the year ending December
31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR Proposal 2. Such votes are hereby solicited
by the Company's Board of Directors.
Dated:_____________ , 1997
---------------------------------
SIGNATURE
If you return this card properly signed but you do not otherwise specify,
shares will be voted for the Board of Director's nominees for director and for
Proposal 2. If you do not return this card, your shares will be voted by the
Trustees in the same proportion as all allocated shares under the ESOP are
voted.
<PAGE>
FED ONE BANCORP, INC.
The undersigned hereby instructs the Trustee of the Recognition and
Retention Plan and Trust ("Recognition Plan") of Fed One Bancorp, Inc. (the
"Company") to vote, as designated below, all the shares of Common Stock of the
Company granted pursuant to the Recognition Plan to the undersigned as of March
7, 1997 at the Annual Meeting of Shareholders to be held at the Company's
corporate headquarters located at 21 Twelfth Street, Wheeling, West Virginia
26003, on Wednesday, April 23, 1997, at 10:00 a.m., Eastern Time, and any
adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) nominees listed
below
Nominees for three-year term expiring in 2000:
Dudley E. Beck; Alan E. Groover; and Gilbert R. Haller.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - - ----------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the year ending December
31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's nominees
for director and FOR Proposal 2. Such votes are hereby solicited by the
Company's Board of Directors.
Dated:___________ , 1997
------------------------------
SIGNATURE
If you return this card properly signed but you do not otherwise specify,
shares will be voted for the Board of Director's nominees for director and for
Proposal 2. If you do not return this card, your shares will be voted by the
Trustee in the same proportion as your vested Plan Shares are voted.
<PAGE>
[FED ONE LETTERHEAD]
March 21, 1997
To: Persons Granted Restricted Stock Under the Company's Recognition and
Retention Plan
As described in the attached materials, your proxy as a shareholder of Fed
One Bancorp, Inc. (the Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Shareholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Recognition and Retention Plan and Trust ("Recognition Plan")
will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, and a voting instruction ballot, which will permit you
to vote the restricted shares granted to you. After you have reviewed the Proxy
Statement, we urge you to vote your restricted shares held pursuant to the
Recognition Plan by marking, dating, signing and returning the enclosed voting
instruction ballot to the administrators of the Recognition Plan. The Plan
Administrators will certify the totals to the Trustee of the Recognition Plan
for the purpose of having those shares voted by the Trustee.
We urge each of you to vote, as a means of participating in the governance
of the affairs of the Company. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been granted to you under the Recognition Plan. You will receive other
voting material for those shares owned by you individually and not under the
Recognition Plan.
Sincerely,
Alan E. Groover
Chairman, President and
Chief Executive Officer
<PAGE>
[FED ONE LETTERHEAD]
March 21, 1997
To: Participants in the Company's Employee Stock Ownership Plan
As described in the attached materials, your proxy as a shareholder of Fed
One Bancorp, Inc. (the Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Shareholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of Common Stock of the Company allocated to your account
pursuant to the Company's Employee Stock Ownership Plan ("ESOP") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, and a voting instruction ballot, which will permit you
to vote the shares in your account. After you have reviewed the Proxy Statement,
we urge you to vote your restricted shares held pursuant to the ESOP by marking,
dating, signing and returning the enclosed voting instruction ballot to the
administrators of the ESOP. The Plan Administrators will certify the totals to
the ESOP Trustees for the purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted in the same
proportion as all allocated shares under the ESOP are voted. While I hope that
you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been allocated to you under the ESOP. You will receive other voting
material for those shares owned by you individually and not under the ESOP.
Sincerely,
Alan E. Groover
Chairman, President and
Chief Executive Officer
