TEXARKANA FIRST FINANCIAL CORPORATION
3rd and Olive Streets
Texarkana, Arkansas 71854
(870) 773-1103
December 22, 1997
Dear Fellow Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders of
Texarkana First Financial Corporation. The meeting will be held at the main
office of First Federal Savings and Loan Association located at Third and
Olive Streets, Texarkana, Arkansas 71854 on Tuesday, January 27, 1998 at 3:00
p.m., Central Time. The matters to be considered by stockholders 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.
Your continued support of and interest in Texarkana First Financial
Corporation are sincerely appreciated.
Sincerely,
/s/ James W. McKinney
James W. McKinney
Chairman and
Chief Executive Officer
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TEXARKANA FIRST FINANCIAL CORPORATION
3rd and Olive Streets
Texarkana, Arkansas 71854
(870) 773-1103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 27, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Texarkana First Financial Corporation (the "Company") will be
held at the main office of First Federal Savings and Loan Association located
at Third and Olive Streets, Texarkana, Arkansas 71854 on Tuesday, January 27,
1998 at 3:00 p.m., Central Time, for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
(1) To elect two directors for terms of three years or until their
successors have been elected and qualified:
(2) To ratify the appointment of Wilf & Henderson, P.C. as the
Company's independent auditors for the fiscal year ending
September 30, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Except with respect to
procedural matters incident to the conduct of the meeting,
management is not aware of any other such business.
Stockholders of record of the Company as of the close of business on December
12, 1997 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
The Company's Proxy Statement and 1997 Annual Report to Stockholders are
enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James W. McKinney
James W. McKinney
Chairman and Chief Executive Officer
Texarkana, Arkansas
December 22, 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.
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TEXARKANA FIRST FINANCIAL CORPORATION
__________________
PROXY STATEMENT
__________________
ANNUAL MEETING OF STOCKHOLDERS
January 27, 1998
This proxy statement is furnished to holders of common stock, par value $.01
per share ("Common Stock"), of Texarkana First Financial Corporation (the
"Company"), a unitary thrift holding company which owns 100% of the common
stock of First Federal Savings and Loan Association of Texarkana (the
"Association"), in connection with the solicitation of proxies.
Proxies are being solicited on behalf of the Board of Directors of the Company
to be used at the Annual Meeting of Stockholders ("Annual Meeting") to be held
at the main office of the Association located at Third and Olive Streets,
Texarkana, Arkansas 71854 on Tuesday, January 27, 1998 at 3:00 p.m., Central
Time, and at any adjournment thereof for the purposes set forth in the Notice
of Annual Meeting of Stockholders. This Proxy Statement is first being mailed
to stockholders on or about December 22, 1997.
Each 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 each of the matters described herein 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 stockholder 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 (Debbie Rose, Secretary, Texarkana First Financial Corporation); (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.
VOTING AND REQUIRED VOTES
Only stockholders of record at the close of business on December 12, 1997
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,759,205 shares of Common Stock outstanding,
and the Company had no other class of equity securities outstanding. Each
share of Common Stock outstanding is entitled to one vote at the Annual
Meeting on each matter properly presented at the Annual Meeting.
Directors are elected by a plurality of the votes cast with a quorum present.
A quorum consists of stockholders representing, either in person or by proxy,
a majority of the outstanding Common Stock entitled to vote at the meeting.
Abstentions are considered in determining the presence of a quorum and will
not affect the plurality vote required for the election of directors. The
affirmative vote of the holders of a majority of the total votes present in
person or by proxy is required to ratify the appointment of the independent
auditors. Under rules of the New York Stock Exchange, the proposal for
ratification of the auditors is considered a "discretionary" item upon which
brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions and for which there will
not be "broker non-votes".
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS WHOSE TERMS
CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that the Board of Directors shall
consist of six members, and the Articles of Incorporation and Bylaws of the
Company presently provide that the Board of Directors shall be divided into
three classes as nearly equal in number as possible. The members of each
class are to be elected for a term of three years or until their successors
are elected and qualified, with one class of directors to be elected annually.
There are no arrangements or understandings between the Company and any person
pursuant to which such person has been elected a director. Josh R. Morriss,
Jr. is the father of Donald N. Morriss and the uncle of John E. Harrison. No
other director or nominee for director is related to any other director,
nominee for director or executive officer of the Company by first cousin or
closer.
Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees for director listed below. If
any person named as a nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and 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. Ages
are shown as of December 12, 1997 and the service as a director includes
service as a director of the Association.
Nominees for Director for Three-Year Term Expiring in 2000
Position with the Company and the
Association and Principal Occupation Director
Name Age During the Past Five Years Since
_____________________ ___ ___________________________________________ ________
Josh R. Morriss, Jr. 72 Director; Retired; Former Chairman of the 1969
Board of F.W. Offenhauser & Co., Inc.,
Texarkana, Texas, an independent insurance
agency.
John E. Harrison 50 Director; President and Chief Operating 1986
Officer of the Company and the Association
since 1997. Served as Executive Vice
President and COO of the Company and the
Association from 1995 and 1992, respectively,
until elected President.
The Board of Directors recommends that you vote FOR election of the above
nominees for director.
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Members of the Board of Directors Continuing in Office
Directors Whose Terms Expire in 1998
Position with the Company and the
Association and Principal Occupation Director
Name Age During the Past Five Years Since
_____________________ ___ ___________________________________________ ________
James W. McKinney 67 Chairman of the Board and Chief Executive 1968
Officer of the Company and the Association
since 1997. Served as President and CEO of
the Company and the Association from 1995
and 1970, respectively, until elected Chairman.
Donald N. Morriss 43 Vice Chairman of the Board of the Company and 1988
the Association since 1997. Chairman and
President of F.W. Offenhauser & Co., Inc.,
an independent insurance agency; and a
registered representative of Fortis Investors,
Inc., Netherlands.
Directors Whose Terms Expire in 1999
Position with the Company and the
Association and Principal Occupation Director
Name Age During the Past Five Years Since
_____________________ ___ ___________________________________________ ________
John M. Andres 63 Director; Managing Partner of Thomas & 1980
Thomas, 1980Texarkana, Arkansas, since 1964.
Mr. Andres is a Certified Public Accountant.
Arthur L. McElmurry 74 Director; Retired; Former Chief Executive 1973
Officer of Wadley Regional Medical Center.
Stockholder Nominations
Article VII.D of the Company's Articles of Incorporation governs nominations
for election to the Board of Directors and requires all such nominations,
other than those made by the Board, to be made at a meeting of stockholders
called for the election of directors, and only by a stockholder who has
complied with the notice provisions in that section. The Articles of
Incorporation set forth specific requirements with respect to stockholder
nominations.
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Board Meetings and Committees
Regular meetings of the Board of Directors of the Company and the Association
are held on at least a monthly basis and special meetings are held from time-
to-time as needed. The Board of Directors of the Company met 12 times during
the year ended September 30, 1997. All members of the Board of Directors of
the Company attended at least 75% of the aggregate number of meetings of the
Board and of the Committees on which they served during fiscal year 1997.
Regular meetings of the Board of Directors of the Association met 12 times
during the year ended September 30, 1997. All members of the Board of
Directors of the Association attended at least 75% of the aggregate number of
meetings of the Board and of the Committees on which they served during fiscal
year 1997.
The Board of Directors of the Company has established various committees,
including Audit and Personnel.
The Audit Committee reviews (i) the independent auditors' reports and results
of their examination, subject to review by the entire Board of Directors, (ii)
the internal audit function, which is under the control of and reports
directly to the Audit Committee, and (iii) the examination reports of the OTS
and the FDIC and other regulatory reports, subject to review by the entire
Board of Directors. The Audit Committee currently consists of Mr. McElmurry
(Chairman) and Mr. Andres. The committee met once during the year ended
September 30, 1997.
The Personnel Committee reviews the compensation and benefits of the Company's
and the Association's officers and employees, and serves as trustees of the
Texarkana First Financial Corporation Employee Stock Ownership Plan ("ESOP")
and as administrators of the 1996 Key Employee Stock Compensation Program
("Employee Stock Program") and the 1996 Management Recognition Plan for
Officers ("Officers MRP"). The current members of the committee are Messrs.
Donald Morriss and McElmurry, and the committee met three times during the
year ended September 30, 1997.
Executive Officers Who Are Not Directors
Set forth below is the positions held with the Company and the Association and
the business experience for the past five years of executive officers of the
Company and the Association who do not serve as a director.
Travis L. Mauldin, age 53, was employed August 1, 1997 as Executive Vice
President of the Company and the Association. Prior to August 1997, Mr.
Mauldin served as President of Texarkana National Mortgage, Inc., Texarkana,
Texas and Senior Vice President of Texarkana National Bank, Texarkana, Texas.
James L. Sangalli, age 59, was employed December 11, 1995 as Chief Financial
Officer of the Company and the Association. Prior to December 1995, Mr.
Sangalli served as Vice President and Chief Financial Officer of State First
Financial Corporation, Texarkana, Arkansas and Senior Vice President and
Cashier of State First National Bank, Texarkana, Arkansas.
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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
were known to the Company to be 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 as a group.
Common Stock
Beneficially Owned as of
December 12, 1997(1)
________________________
Name of Beneficial Owner Amount Percent
___________________________________________________ ______________ _________
Texarkana First Financial Corporation 142,090(2) 8.1%
Employee Stock Ownership Plan Trust
3rd and Olive Streets
Texarkana, Arkansas 71854
First Manhattan Co. 169,150 9.6%
437 Madison Avenue
New York, NY 10022-7297
John Hancock Advisers, Inc. 124,800 7.1%
101 Huntington Avenue, 7th floor
Boston, MA 02199-7603
Directors:
James W. McKinney 26,693(3) 1.5%
John E. Harrison 28,586(4) 1.6%
John M. Andres 6,482 *
Arthur L. McElmurry 9,482(5) *
Donald N. Morriss 15,482(6) *
Josh R. Morriss, Jr. 14,482(7) *
Certain other executive officers:
Travis L. Mauldin 2,100(8) *
James L. Sangalli 600 *
All directors and executive officers
of the Company as a group (8 persons) 103,907(2)(9) 5.9%
____________________
* Represents less than 1% of the outstanding Common Stock.
(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 directly or indirectly has or shares (i) voting power, which includes the
power to vote or to direct the voting of the shares; or (ii) investment power,
which includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, an individual has sole voting power and sole
investment power with respect to the indicated shares. Shares which may be
acquired by the exercise of stock options which are exercisable within 60 days
of the Voting Record Date are deemed to be beneficially owned by the holder
and are outstanding for the purpose of computing the percentages of Common
Stock beneficially owned by the respective individual and group. The shares
reflected as beneficially owned by Messrs. Andres, McElmurry, Donald N.
Morriss and Josh R. Morriss, Jr. include 3,768 shares which are exercisable
within 60 days of the Voting Record Date pursuant to the Company's Directors'
Stock Plan. The shares reflected as beneficially owned by Messrs. McKinney,
Harrison and Sangalli include 7,272, 7,272 and 400 shares, respectively, which
are exercisable within 60 days of the Voting Record Date pursuant to the
Company's Employee Stock Program.
5
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(2) The Texarkana First Financial Corporation Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the ESOP by an agreement between
the Company and Messrs. McElmurry, Donald Morriss, and McKinney, who act as
trustees of the plan ("Trustees"). As of the Voting Record Date, 23,504
shares held in the Trust had been allocated to the accounts of participating
employees. Under the terms of the ESOP, the Trustees must vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees, and allocated shares for which employees do not give
instructions will be voted in the same ratio on any matter as to those shares
for which instructions are given. Unallocated shares held in the ESOP will be
voted by the ESOP Trustees in accordance with their fiduciary duties as
trustees. The amount of Common Stock beneficially owned by each individual
trustee or all directors and executive officers as a group does not include
the unallocated shares held by the Trust.
(3) Includes 13,967 shares held jointly with Mr. McKinney's spouse, with
whom voting and dispositive power is shared; 1,000 shares held jointly with
his daughter; 100 shares held as custodian for his granddaughter; and 4,354
vested shares allocated within the ESOP.
(4) Includes 12,645 shares held jointly with Mr. Harrison's spouse, with
whom voting and dispositive power is shared; 1,160 shares owned by his spouse;
3,500 shares owned by a trust for which voting and dispositive power is
shared; and 2,849 vested shares allocated within the ESOP.
(5) Includes 5,714 shares held jointly with Mr. McElmurry's spouse, with
whom voting and dispositive power is shared.
(6) Includes 800 shares held by Mr. Morriss as custodian for his children.
(7) Includes 10,714 shares held in trust for which Mr. Morriss and his
spouse are trustees and share voting power.
(8) Includes 700 shares owned by his spouse.
(9) Includes 7,203 shares allocated to the accounts of executive officers as
a group in the ESOP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors, officers and
any persons holding more than 10% of the Common Stock are required to report
their ownership of the Common Stock and any changes in that ownership to the
Securities and Exchange Commission ("Commission") and the American Stock
Exchange ("AMEX") by specific dates. Based on representations of its
directors and officers and copies of the reports that they have filed with the
Commission and the AMEX, the Company believes that all of these filing
requirements were satisfied by the Company's directors and officers in the
fiscal year ended September 30, 1997.
6
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EXECUTIVE COMPENSATION
Summary Compensation Table
The Company has not yet paid separate compensation directly to its officers.
The following table sets forth a summary of certain information concerning the
compensation paid by the Association for services rendered in all capacities
during the indicated periods to the Chief Executive Officer and any other
executive officers of the Company and the Association who received salary and
bonuses aggregating more than $100,000 during the last fiscal year.
Long-Term
Annual Compensation Compensation
_______________________ ________________
Other All
Annual Number Other
Compen- Stock of Compen-
Name and Fiscal Salary Bonus sation Grants Options sation
Principal Position Year ($)(1) ($) ($)(2) ($)(3) (#)(4) ($)(5)
__________________ ______ _______ ______ _______ _______ _______ _______
James W. McKinney 1997 171,750 6,583 -- -- -- 48,672
Chairman & CEO 1996 164,000 6,250 -- 280,212 49,594 17,500
1995 139,600 38,114 15,517 -- -- --
John E. Harrison 1997 108,250 3,958 -- -- -- 31,578
President & COO 1996 103,250 3,750 -- 186,103 49,594 11,695
1995 86,800 19,057 4,158 -- -- --
____________________
(1) Includes directors' fees during each of the respective fiscal years
shown.
(2) Such amounts consist of life insurance premiums and contributions on
behalf of Messrs. McKinney and Harrison pursuant to the Association's 401(k)
benefit plan. Other annual compensation does not include amounts attributable
to other miscellaneous benefits received by Messrs. McKinney and Harrison,
including automobile expenses and the payment of civic club dues. The costs
of providing such benefits did not exceed the lesser of $50,000 or ten percent
(10%) of the total salary and bonus paid to or accrued for the benefit of such
individual executive officer in any of the fiscal years shown.
(3) Pursuant to the 1996 Officers MRP, 19,838 and 13,225 shares of
restricted Common Stock were awarded to McKinney and Harrison, respectively,
during the year ended September 30, 1996 and the fair market value of the
awarded shares was $471,152 and $314,094, respectively, at September 30, 1997.
Awarded shares become vested and distributable over a five-year period at the
rate of 20% per year commencing on the first annual anniversary of the award
date. Award recipients are entitled to voting and other stockholder rights
(including dividends) as awarded shares become vested.
(4) Options granted pursuant to the 1996 Employee Stock Program. Options
vest and are exercisable over a five-year period at the rate of 20% per year
commencing on the first annual anniversary of the grant date.
(5) Consists of amounts allocated during the years ended September 30, 1996
and 1997 pursuant to the ESOP based on a per share price of $14.125 and
$15.625, respectively, on the dates of allocation.
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Stock Options
The following table sets forth certain information concerning options granted
to the named executive officer during the year ended September 30, 1997.
Number of % of Total
Options Options Exercise
Granted Granted to Price Expiration
Name (1) Employees (2) Date
___________________ _________ __________ _________ ______________
Travis L. Mauldin 10,000 83.33% $21.25 August 1, 2007
____________________
(1) Options granted pursuant to the 1996 Employee Stock Program. Option
shares become exercisable over a five-year period at the rate of 20% per year,
commencing August 1, 1998, the first anniversary of the grant date.
(2) The exercise price is based on the closing market price of a share of
the Company's Common Stock on the date of grant.
The following table summarizes options exercised during the fiscal year and
presents the value of unexercised options held by the named executive officers
at September 30, 1997.
Shares
Acquired Number of Options Value of Options
on Value at at
Name Exercise Realized Sept. 30, 1997 Sept.30, 1997(1)
__________________ ________ ________ ___________________ _____________________
Exercisable Exercisable
Unexercisable Unexercisable
__________________ ________ ________ ___________________ _____________________
James W. McKinney -- -- 7,272 42,322 $72,720 $423,220
John E. Harrison -- -- 7,272 42,322 72,720 423,220
____________________
(1) Excess of the market value over the exercise price for all exercisable
and all unexercisable shares. The per share market value was $23.75 at
September 30, 1997.
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Director Compensation
Directors of the Company are not paid for attendance of Company Board meetings
or committee meetings. Each director of the Company is also a director of the
Association, and each member of the Board of Directors of the Association was
paid $1,000 per Board meeting. The respective fee was paid for unattended
meetings, if absences did not exceed three per year. Directors do not receive
any fees for committee meetings.
Employment Agreements
The Company and the Association (collectively, the "Employers") entered into
employment agreements with each of Messrs. McKinney and Harrison effective
July 7, 1995 in connection with the Conversion. The Employers have agreed to
employ Messrs. McKinney and Harrison for a term of three years in their
current positions. The term of the employment agreements will be extended
each year for an additional one-year period unless the Employers or the
officer elect, not less than 30 days prior to the annual anniversary date, not
to extend the employment term.
Each employment agreement is terminable with or without cause by the
Employers. The officer shall have no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary
termination or termination by the Employers for cause, disability, retirement
or death, provided, however, that (i) in the event that the officer terminates
his employment because of the failure of the Employers to comply with any
material provision of the employment agreement or (ii) the employment
agreement is terminated by the Employers other than for cause, disability,
retirement or death or by the officer as a result of certain adverse actions
which are taken with respect to the officer's employment following a Change of
Control of the Company, as defined, the respective officer will be entitled to
a cash severance amount equal to three times his average annual compensation
over the most recent five taxable years (or such shorter time as he has been
employed by the Employers), payable in equal monthly installments over 36
months. In addition, the respective officer will be entitled to a
continuation of benefits similar to those he is receiving at the time of such
termination for the remaining term of the agreement or until the officer
obtains full-time employment with another employer, whichever occurs first.
A Change in Control is generally defined in the employment agreements to
include any change in control required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more
of the Company's outstanding voting securities and (ii) a change in a majority
of the directors of the Company during any two-year period without the
approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
Each employment agreement provides that in the event that any of the payments
to be made thereunder or otherwise upon termination of employment are deemed
to constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), then such payments and
benefits received thereunder shall be reduced, in the manner determined by the
employee, by the amount, if any, which is the minimum necessary to result in
no portion of the payments and benefits being non-deductible by the Employers
for federal income tax purposes. Parachute payments generally are payments
equal to or exceeding three times the base amount, which is defined to mean
the recipient's average annual compensation from the employer includable in
the recipient's gross income during the most recent five taxable years ending
before the date on which a change of control of the employer occurred (or such
lesser time as the recipient has been employed). Recipients of parachute
payments are subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as compensation
expense for federal income tax purposes.
Although the above-described employment agreements could increase the cost of
any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti-takeover effect.
9
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Indebtedness of Management
The Company and the Association have had, and expect to have in the future,
banking transactions in the ordinary course of business with executive
officers, directors and principal stockholders. Loans made to members of this
group, including companies in which they are principal owners (10% or more
ownership interest) amounted to approximately $226,000 at the highest point in
1997, representing .84% of the Company's average equity capital. Such
transactions have been made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and do not involve more than the normal risk
of collectibility or present other unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Wilf & Henderson, P.C.,
("Wilf & Henderson") independent certified public accountants, to perform the
audit of the Company's consolidated financial statements for the year ending
September 30, 1998, and further directed that the selection of auditors be
submitted for ratification by the stockholders at the Annual Meeting.
The Company has been advised by Wilf & Henderson that neither that firm nor
any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. Wilf & Henderson will have one or
more representatives at the Annual Meeting who will have an opportunity to
make a statement, if they so desire, and who will be available to respond to
appropriate questions
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Wilf & Henderson, P.C. as independent auditors for the fiscal
year ending September 30, 1998.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders
of the Company, which is scheduled to be held in January 1999, must be
received at the principal executive offices of the Company, 3rd and Olive
Streets, Texarkana, Arkansas 71854, Attention: Debbie Rose, Secretary, no
later than August 25, 1998. 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 stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
September 30, 1997 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 stockholder
without charge a copy of the Company's Annual Report on Form 10-K for the year
ended September 30, 1997 and a list of the exhibits thereto required to be
filed with the Commission under the 1934 Act. Such written request should be
directed to Debbie Rose, Secretary, Texarkana First Financial Corporation, 3rd
and Olive Streets, Texarkana, Arkansas 71854. The Form 10-K is not part of
the proxy solicitation materials.
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OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the Board
of Directors of the Company to vote the proxy with respect to the approval of
the minutes of the last meeting of stockholders, the election of any person as
a director if the nominee is unable to serve or for good cause will not serve,
matters incident to the conduct of the meeting, and upon such other matters as
may properly come before the Annual Meeting. Management is not aware of any
business that may properly come before the Annual Meeting other than those
matters described above in this Proxy Statement. However, if any other
matters should properly come before the Annual 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.
YOUR VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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