SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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
ASB FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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 O-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:
____________________________________________________
<PAGE>
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(614) 354-3177
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1996 Annual Meeting of Shareholders of
ASB Financial Corp. ("ASB") will be held at the Holiday Inn, U.S. Route 23
North, Portsmouth, Ohio 45662, on October 23, 1996 at 11:00 a.m., local time
(the "Annual Meeting"), for the following purposes, all of which are more
completely set forth in the accompanying Proxy Statement:
1. To elect three directors of ASB for terms expiring in 1998;
2. To ratify the selection of Grant Thornton LLP as the auditors of ASB for
the current fiscal year; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of ASB of record at the close of business on September
6, 1996, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend
the Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A
QUORUM MAY BE ASSURED. The giving of a Proxy does not affect your right to
vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Portsmouth, Ohio Gerald R. Jenkins, President
September 20, 1996
<PAGE>
ASB FINANCIAL CORP.
503 Chillicothe Street
Portsmouth, Ohio 45662
(614) 354-3177
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of ASB
Financial Corp. ("ASB") for use at the 1996 Annual Meeting of Shareholders of
ASB to be held at the Holiday Inn, U.S. Route 23 North, Portsmouth, Ohio
45662, on October 23, 1996, at 11:00 a.m., local time, and at any adjournments
thereof (the "Annual Meeting"). Without affecting any vote previously taken,
the Proxy may be revoked by a shareholder executing a later dated proxy which
is received by ASB before the Proxy is exercised or by giving notice of
revocation to ASB in writing or in open meeting before the Proxy is exercised.
Attendance at the Annual Meeting will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of Messrs. Victor W. Morgan and Robert M.
Smith and Dr. Louis M. Schoettle as directors of ASB for terms
expiring in 1998; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of ASB for the current
fiscal year.
Proxies may be solicited by the directors, officers and other employees
of ASB and American Savings Bank, fsb ("American"), in person or by telephone,
telegraph or mail only for use at the Annual Meeting. Such Proxies will not be
used for any other meeting. The cost of soliciting Proxies will be borne by
ASB.
Only shareholders of record as of the close of business on September 6,
1996 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
ASB's records disclose that, as of the Voting Record Date, there were
1,713,960 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of ASB on or
about September 20, 1996.
VOTE REQUIRED
Election of Directors
Under Ohio law and ASB's Code of Regulations (the "Regulations"), the
three nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld are not
counted toward the election of directors or toward the election of the
individual nominees specified on the Proxy. If the accompanying Proxy is
signed and dated by the shareholder but no vote is specified thereon, the
shares held by such shareholder will be voted FOR the reelection of the three
nominees.
Ratification of Selection of Auditors
The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of ASB for the current fiscal
year. The effect of an abstention is the same as a vote against ratification.
If the accompanying Proxy is signed and dated by the shareholder but no vote
is specified thereon, the shares held by such shareholder will be voted FOR
the ratification of the selection of Grant Thornton as auditors.
-1-
<PAGE>
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only person known to ASB to own beneficially more than five percent of the
outstanding common shares of ASB as of August 31, 1996:
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- - ---------------- -------------------- ------------------
First Bankers Trust, N.A. 126,960 (1) 7.41%
1201 Broadway
Quincy, Illinois 62301
- - ---------------------------
(1) Consists of the shares held by First Bankers Trust, N.A. as the Trustee
for the ASB Financial Corp. Employee Stock Ownership Plan (the "ESOP").
The following table sets forth certain information with respect to the
number of common shares of ASB beneficially owned by each director of ASB and
by all directors and executive officers of ASB as a group as of August 31,
1996:
<TABLE>
Amount and Nature of
Beneficial Ownership
-------------------------------------
Sole Voting and Shared Voting and Percent of
Name and Address(1) Investment Power Investment Power Shares Outstanding
- - ------------------- ---------------- ----------------- ------------------
<S> <C> <C> <C>
William J. Burke 14,408 16,361 1.80%
Lee O. Fitch 89,569 (2) 7,265 5.65
Gerald R. Jenkins 12,708 18,719 1.83
Victor W. Morgan 15,372 15,269 1.79
Louis M. Schoettle, M.D. - 32,215 1.88
Robert M. Smith 6,879 14,944 1.27
All directors and executive officers of ASB
as a group (9 persons) 141,314 118,899 15.12%
</TABLE>
- - -----------------------------
(1) Each of the persons listed in this table may be contacted at the address
of ASB.
(2) This number includes 68,588 shares held by the American Savings Bank, fsb
Management Recognition Plan and Trust Agreement (the "MRP"), with respect
to which Mr. Fitch has sole voting power as Trustee of the MRP.
-2-
<PAGE>
BOARD OF DIRECTORS
Election of Directors
The Regulations provide for a Board of Directors consisting of six
persons. Each of the directors of ASB is also a director of American.
In accordance with Section 2.03 of the Regulations, nominees for election
as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors if such shareholder has submitted a written
nomination to the Secretary of ASB by the later of the August 15th immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for
the election of directors. Each such written nomination must state the name,
age, business or residence address of the nominee, the principal occupation or
employment of the nominee, the number of common shares of ASB owned either
beneficially or of record by each such nominee and the length of time such
shares have been so owned.
The Board of Directors proposes the reelection of the following persons
to terms which will expire in 1998:
<TABLE>
Director Director
of ASB of American
Name Age(1) Position(s) Held Since (2) Since
- - ---- ------ ---------------- --------- -----------
<S> <C> <C> <C> <C>
Victor W. Morgan 69 Director 1995 1978
Louis M. Schoettle, M.D. 70 Director 1995 1975
Robert M. Smith 50 Director and Vice President 1995 1985
</TABLE>
- - -----------------------------
(1) As of September 15, 1996.
(2) Each nominee became a director of ASB in connection with the conversion
of American from mutual to stock form (the "Conversion") and the
formation of ASB as the holding company for American.
If any nominee is unable to stand for election, any Proxies granting authority
to vote for such nominee will be voted for such substitute as the Board of
Directors recommends.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
Director Director of
of ASB American
Name Age(1) Position(s) Held Since (2) Since Term Expires
- - ---- ------ ---------------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
William J. Burke 55 Director 1995 1977 1997
Lee O. Fitch 80 Director 1995 1979 1997
Gerald R. Jenkins 61 Director and President 1995 1968 1997
</TABLE>
- - -----------------------------
(1) As of September 15, 1996.
(2) Each director became a director of ASB in connection with the Conversion.
Mr. Burke is a director, the chief executive officer and the marketing
manager of OSCO Industries, Inc., a manufacturing company which has its
principal place of business in Portsmouth, Ohio. He has been employed by OSCO
Industries, Inc., since 1977.
-3-
<PAGE>
Mr. Fitch is a shareholder and director of the law firm of Miller, Searl
and Fitch, L.P.A. He has practiced law with Miller, Searl and Fitch since
1950.
Mr. Jenkins, the President and Chief Executive Officer of ASB and
American, has been employed by American since 1967. Prior to becoming
President in 1983, he held various positions at American including Secretary
and Vice President.
Mr. Morgan retired in 1990 after over 40 years with Morgan Brothers,
Inc., a retail jewelry business in Portsmouth. At the time of his retirement,
he was President of Morgan Brothers, Inc.
Dr. Schoettle is a physician. He retired from active practice in 1994
after over 35 years of practicing medicine in Portsmouth. Dr. Schoettle also
owns and operates a 1,100 acre farm.
Mr. Smith has been employed by American since 1966 and is currently the
Executive Vice President and chief financial officer of American, positions he
has held since 1988. He also currently serves ASB as Vice President. Prior
positions held by Mr. Smith with American include Secretary and Treasurer.
Meetings of Directors
The Board of Directors of ASB met 10 times for regularly scheduled and
special meetings. Each director attended at least 75% of the aggregate of such
meetings and all committee meetings of which such director was a member.
Each director of ASB is also a director of American. The Board of
Directors of American met 13 times for regularly scheduled and special
meetings during the fiscal year ended June 30, 1996. Each director attended at
least 75% of the aggregate of such meetings and all meetings of committees of
the Board of Directors of which such director was a member.
Committees of Directors
The Board of Directors of ASB has an Audit Committee and a Stock Option
Committee. The Board of Directors of ASB does not have a Nominating Committee.
The Audit Committee recommends audit firms to the full Board of Directors
and reviews and approves the annual independent audit report. The members of
the Audit Committee are Messrs. Burke and Morgan and Dr. Schoettle. The Audit
Committee met once during the fiscal year ended June 30, 1996.
The Stock Option Committee is responsible for administering the Stock
Option Plan, including interpreting the Stock Option Plan and awarding options
pursuant to its terms. Its members are Messrs. Burke, Fitch and Morgan. The
Stock Option Committee met once during the fiscal year ended June 30, 1996.
The Board of Directors of American has an Executive Committee, an Audit
Committee, a Finance Committee and a MRP Committee.
The members of the Executive Committee are Messrs. Burke, Fitch, Jenkins
and Smith. The Executive Committee serves as a loan approval committee and is
authorized to act on behalf of the Board of Directors between regular meetings
of the Board of Directors. The Executive Committee met ten times during the
fiscal year ended June 30, 1996.
The Audit Committee is responsible for reviewing the annual independent
audit report of ASB. The members of the Audit Committee are Messrs. Burke and
Morgan and Dr. Schoettle. The Audit Committee met once during the 1996 fiscal
year.
The Finance Committee is comprised of Messrs. Fitch, Jenkins and Morgan.
The function of the Finance Committee is to determine compensation for
American's executive officers and to make recommendations to the Board of
Directors regarding employee compensation matters. The Finance Committee met
once during the fiscal year ended June 30, 1996.
-4-
<PAGE>
The MRP Committee administers the MRP. Such committee consists of Messrs.
Burke, Fitch and Morgan. The MRP Committee met once during the 1996 fiscal
year.
EXECUTIVE OFFICERS
In addition to Mr. Jenkins, the President of both ASB and American, and
Mr. Smith, the Vice President of ASB and the Executive Vice President of
American, the following persons are executive officers of ASB and American and
hold the designated positions:
Name Age (1) Position(s) Held
------ --------- ------------------
Carlisa R. Baker 34 Treasurer of American and ASB
M. Kathryn Scott 45 Secretary of American and ASB
Jack A. Stephenson 44 Vice President/Lending of American
-----------------------------
(1) As of September 15, 1996.
Ms. Baker has been employed by American since 1979. In 1993, she was
promoted to her present position as Treasurer. In that capacity, she is
responsible for American's accounting department. Ms. Baker has served as the
Treasurer of ASB since November 1995.
Ms. Scott has been employed by American since 1984. She is responsible
for American's deposit activities. She has also served as American's corporate
Secretary since 1993 and ASB's corporate Secretary since January 1995.
Mr. Stephenson has been employed by American since 1987. Since 1988 he
has served as American's Vice President responsible for lending activities.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth the compensation paid to Gerald R.
Jenkins, the President of ASB and American, for the fiscal years ended June
30, 1996, 1995 and 1994. No other executive officer of ASB earned salary and
bonus in excess of $100,000 during such periods.
<TABLE>
Summary Compensation Table
|--------------------|-------------------------------------|----------------------|
|Annual Compensation | Long Term Compensation | All Other |
| | | Compensation(1) |
- - ----------------------|------------|----------|---------|-------------------------------------|----------------------|
| | | | Awards | |
| | | |------------------|------------------| |
Name and Principal | Year |Salary ($)|Bonus ($)| Restricted | Securities | |
Position | | | | Stock Awards | Underlying | |
| | | | ($) | Options/SARs (#)| |
- - ----------------------|------------|----------|---------|------------------|------------------|----------------------|
<S> <C> <C> <C> <C> <C> <C>
Gerald R. Jenkins | 1996 | $94,400 | $ 9,210 | - | 42,849 (2) | $15,900 |
President | 1995 | $89,900 | $13,200 | - | - | $13,200 |
| 1994 | $87,700 | $13,200 | - | - | $17,455 |
</TABLE>
- - -------------------------
(Footnotes on next page)
-5-
<PAGE>
(1) Does not include amounts attributable to miscellaneous benefits received
by Mr. Jenkins, the cost of which was less than 10% of Mr. Jenkins'
annual salary and bonus. The amounts reported consist of directors fees
and a contribution to the account of Mr. Jenkins under American's
Simplified Employee Pension Plan.
(2) Represents the number of common shares of ASB underlying options granted
to Mr. Jenkins pursuant to the Stock Option Plan.
American maintains a non-qualified retirement plan (the "Salary Plan")
for the benefit of its five executive officers. The Plan provides for
continued monthly compensation to an employee, or his or her beneficiary, for
180 months following the employee's retirement from American at age 65,
provided the employee has completed 15 consecutive years of service to
American. The Salary Plan provides for a reduced benefit if the employee
retires after age 55 and before age 65. If the employee's employment is
terminated prior to the employee attaining age 55 for any reason other than
total disability or death, the employee is not entitled to receive any
benefits under the Salary Plan. The benefit payable to Mr. Jenkins under the
Salary Plan, assuming his retirement at age 65, is $5,000 per month for 180
months.
Stock Option Plan
At the 1995 Annual Meeting of Shareholders of ASB, the Shareholders
approved the Stock Option Plan. Pursuant to the Stock Option Plan, 171,396
common shares were reserved for issuance by ASB upon the exercise of options
to be granted to certain directors, officers and employees of American and ASB
from time to time under the Stock Option Plan. Options to purchase 145,684
common shares of ASB were awarded pursuant to the Stock Option Plan during the
1996 fiscal year.
The Stock Option Committee may grant options under the Stock Option Plan
at such times as they deem most beneficial to American and ASB on the basis of
the individual participant's responsibility, tenure and future potential to
American and ASB.
Options granted to the officers and employees under the Stock Option Plan
may be "incentive stock options" ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). Options granted
under the Stock Option Plan to directors who are not employees of ASB or
American will not qualify under the Code and thus will not be incentive stock
options ("Non-Qualified Stock Options").
The option exercise price of each option granted under the Stock Option
Plan will be determined by the Committee at the time of option grant, with the
exception that the exercise price for an option must not be less than 100% of
the fair market value of the shares on the date of the grant. In addition, the
exercise price of an ISO may not be less than 110% of the fair market value of
the shares on the date of the grant if the recipient owns more than 10% of
ASB's outstanding common shares. The Committee shall fix the term of each
option, except that an ISO shall not be exercisable after the expiration of
ten years from the date it is granted; provided, however, that if a recipient
of an ISO owns a number of shares representing more than 10% of the ASB shares
outstanding at the time the ISO is granted, the term of the ISO shall not
exceed five years. One-fifth of such stock options awarded under the Stock
Option Plan will become exercisable on each of the first five anniversaries of
the date of the award. If the fair market value of shares awarded pursuant to
ISOs exercisable for the first time by a participant under the Stock Option
Plan during any calendar year exceeds $100,000, however, the ISOs will be
considered Non-Qualified Stock Options to the extent of such excess.
An option recipient cannot transfer or assign an option other than by
will or in accordance with the laws of descent and distribution. Termination
for cause, as defined in the Stock Option Plan, will result in the annulment
of any outstanding exercisable options and any options which have not yet
become exercisable shall terminate upon the resignation, removal or retirement
of a director of ASB or American, or upon the termination of employment of an
officer or employee of ASB or American, except in the case of death or
disability.
-6-
<PAGE>
The following table sets forth information regarding all grants of
options to purchase common shares of ASB made to Mr. Jenkins during the 1996
fiscal year:
<TABLE>
Option/SAR Grants In Last Fiscal Year
Individual Grants
- - -----------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise or Base Expiration
Name Granted (#) 1996 Fiscal Year Price ($/Share) Date
- - ------ -------------- ---------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Gerald R. Jenkins 42,849 (1) 38.5% $13.875 November 15, 2005
</TABLE>
- - ----------------------------
(1) The option was granted on November 15, 1995, and is first exercisable
with respect to one-fifth of the shares subject to the option on each
anniversary of the date of grant of the option commencing November 15,
1996. The option is intended to quality as an ISO to the extent permitted
by applicable regulations.
The following table sets forth information regarding the number and value
of unexercised options held by Mr. Jenkins at June 30, 1996:
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/96 Option /SAR Values
Number of Securities
Underlying Unexercised Value of Unexercised In-the-Money
Options/SARs at 6/30/96 (#) Options/SARs at 6/30/96 ($)(1)
Name Shares Acquired on Value
Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gerald R. Jenkins -0- N/A -0-/42,849 -0-/$16,068
</TABLE>
- - -----------------------------
(1) An option is "in-the-money" if the fair market value of the underlying
stock exceeds the exercise price of the option. For purposes of this
table, the value of the option was determined by multiplying the number
of unexercised options by the difference between the $13.875 exercise
price and the fair market value of ASB's common shares, which was $14.25
on June 28, 1996, based on the closing bid price reported by the Nasdaq
National Market.
Management Recognition Plan
At the 1995 Annual Meeting of the Shareholders of ASB, the shareholders
approved the MRP. With funds contributed by American, the MRP purchased 68,558
common shares, 31,535 of which were awarded to directors and executive
officers of ASB and American during the 1996 fiscal year.
The MRP is administered the MRP Committee. The MRP Committee determines
which directors and employees of American will be awarded shares under the MRP
and the number of shares awarded; provided, however, that the aggregate number
of shares covered by awards to any one director or employee shall not exceed
25% of the shares held pursuant to the MRP and directors who are not employees
of American may not receive more than 5% of such shares individually or 30% in
the aggregate.
-7-
<PAGE>
Unless the MRP Committee specifies a longer time period at the time of an
award of shares, one-fifth of such shares will be earned and non-forfeitable
on each of the first five anniversaries of the date of the award. Until shares
awarded are earned by the participant, such shares will be forfeited in the
event that the participant cases to be either a director or an employee of
American, except that in the event of the death or disability of a
participant, the participant's shares will be deemed to be earned and
nonforfeitable.
The shares will be distributed as soon as practicable after they are
earned. A participant may direct the voting of all shares awarded to him or
her prior to such shares being earned and will be entitled to the benefit of
any dividends or other distributions paid on such shares. However, a
participant will not be allowed, for five years from the effective date of the
Conversion, to direct the voting of common shares awarded, but not yet earned
and distributed, if such participant would, if permitted to vote such awarded
shares, be deemed to own in excess of ten percent (10%) of all issued and
outstanding common shares of ASB. Shares that have been awarded, but not
earned, may not be transferred.
Director Compensation
Each director currently receives a fee of $250 per month for service as a
director of ASB and a fee of $1,200 per month for service as a director of
American. In addition, each member of American's Audit Committee also receives
$50 per committee meeting attended. During fiscal 1996, a total of $95,500 was
paid in directors' fees.
In December 1981 American instituted a deferred compensation benefit plan
pursuant to which the directors could defer payment of their director's fees.
Effective April 14, 1995, each of the six directors entered into agreements
with American which restated such plan, transferred all amounts previously
deferred to a trust, and provided that all future deferred amounts be
contributed to the trust. The amounts deferred will be used to purchase stock
of ASB at various times throughout the year. Dividends on ASB stock, to the
extent permitted by law and regulations governing ASB's operations, shall be
reinvested in ASB shares. One month after the director ceases to be an active
director of American, American shall pay the director's deferred amount in a
lump sum, or at the director's option, in equal monthly payments for a period
of not less than five nor more than ten years. The deferred amount shall be
paid in common stock of American unless American shall deem it prudent to
convert the stock into cash.
If a director dies while serving as a director of American, equal monthly
payments for a period of ten years will be made to the director's beneficiary.
Such death benefit payments will total the amount the director would have
received if he had retired on the day of his death.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton as the auditors of ASB
for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of Grant Thornton will be
present at the Annual Meeting, will have the opportunity to make a statement
if he or she so desires and will be available to respond to appropriate
questions.
-8-
<PAGE>
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in ASB's proxy
statement for the 1997 Annual Meeting of Shareholders should be sent to ASB by
certified mail and must be received by ASB not later than May 23, 1997.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Gerald R. Jenkins, President
September 20, 1996
-9-
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ASB FINANCIAL CORP.
ASB FINANCIAL CORP. 1996 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 23, 1996
The undersigned shareholder of ASB Financial Corp. ("ASB") hereby
constitutes and appoints William J. Burke and Lee O. Fitch, or either one of
them, as the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of ASB to be held at the Holiday Inn, U.S. Route 23 North, Portsmouth, Ohio
45662, on October 23, 1996, at 11:00 a.m. Eastern Daylight Time (the "Annual
Meeting"), all of the shares of ASB which the undersigned is entitled to vote
at the Annual Meeting, or at any adjournment thereof, on each of the following
proposals, all of which are described in the accompanying Proxy Statement:
1. The election of three directors for terms expiring in 1998:
_______ FOR all nominees _______ WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Victor W. Morgan
Robert M. Smith
Louis M. Schoettle, M.D.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- - --------------------------------------------------------------------------------
2. The ratification of the selection of Grant Thornton LLP, certified public
accountants, as the auditors of ASB for the current fiscal year.
_______ FOR _______ AGAINST _______ ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournments thereof.
IMPORTANT: Please sign and date this Proxy on the reverse side.
<PAGE>
The Board of Directors recommends a vote "FOR" the nominees and the
proposal listed on the reverse side.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. Unless otherwise specified, the shares
will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 1996 Annual Meeting of Shareholders of ASB and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should
give their full titles.
____________________________ ____________________________
Signature Signature
____________________________ ____________________________
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _____________________
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
