-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ExGDpl5dqGg4VVR2cJ1JVHL9495U0AGwIVFJzpfw4GFqKPOK4P+rTm39SfJlhCP8 /cyvKb7Ip0YOLBFqxOe38g== /in/edgar/work/0000914317-00-000669/0000914317-00-000669.txt : 20001003 0000914317-00-000669.hdr.sgml : 20001003 ACCESSION NUMBER: 0000914317-00-000669 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001024 FILED AS OF DATE: 20000929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FFW CORP CENTRAL INDEX KEY: 0000895401 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 351875502 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-21170 FILM NUMBER: 731991 BUSINESS ADDRESS: STREET 1: 1205 N CASS STREET STREET 2: PO BOX 419 CITY: WABASH STATE: IN ZIP: 46992-1027 BUSINESS PHONE: 2195633185 MAIL ADDRESS: STREET 1: 1205 N CASS ST STREET 2: PO BOX 419 CITY: WABASH STATE: IN ZIP: 46992 DEF 14A 1 0001.txt DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A 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 [_] Soliciting Material Pursuant to [_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12 Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials FFW Corporation - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: ________________________________________________________________________________ September 29, 2000 Dear Fellow Stockholder: On behalf of the Board of Directors and management of FFW Corporation, we cordially invite you to attend the Annual Meeting of Stockholders of the Company. The Meeting will be held at 2:30 p.m., Wabash, Indiana time, on October 24, 2000, at the office of the Company located at 1205 North Cass Street, Wabash, Indiana. An important aspect of the meeting process is the stockholder vote on corporate business items. I urge you to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to elect two directors of the Company and to ratify the appointment of Crowe, Chizek and Company LLP as the Company's auditors. Your Board of Directors unanimously recommends that you vote for the election of the director nominees named in this proxy statement and for the ratification of the appointment of auditors. We encourage you to attend the Meeting in person. Whether or not you plan to attend, however, please read the enclosed Proxy Statement and then complete, sign and date the enclosed proxy card and return it in the accompanying postpaid return envelope as promptly as possible. This will save the Company additional expense in soliciting proxies and will ensure that your shares are represented at the Meeting. Thank you for your attention to this important matter. Very truly yours, /s/ Roger K. Cromer ROGER K. CROMER President and Chief Executive Officer FFW CORPORATION 1205 North Cass Street Wabash, Indiana 46992 (219) 563-3185 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be Held on October 24, 2000 Notice is hereby given that an Annual Meeting of Stockholders (the "Meeting") of FFW Corporation ("FFW" or the "Company") will be held at the office of the Company located at 1205 North Cass Street, Wabash, Indiana, at 2:30 p.m. Wabash, Indiana time, on October 24, 2000. A Proxy Card and a Proxy Statement for the Meeting are enclosed. The Meeting is for the purpose of considering and acting upon: 1. The election of two directors of the Company; 2. The ratification of the appointment of Crowe, Chizek and Company LLP as auditors for the Company for the fiscal year ended June 30, 2001; and such other matters as may properly come before the Meeting or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to come before the Meeting. Any action may be taken on the foregoing proposals at the Meeting on the date specified above, or on any date or dates to which the Meeting may be adjourned or postponed. Stockholders of record at the close of business on September 15, 2000 are the stockholders entitled to vote at the Meeting and any adjournments or postponements thereof. You are requested to complete and sign the enclosed proxy card, which is solicited on behalf of the Board of Directors, and to mail it promptly in the enclosed envelope. The proxy will not be used if you attend and vote at the Meeting in person. BY ORDER OF THE BOARD OF DIRECTORS /s/ Wayne W. Rees WAYNE W. REES Chairman of the Board and Secretary Wabash, Indiana September 29, 2000 - -------------------------------------------------------------------------------- IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. - -------------------------------------------------------------------------------- PROXY STATEMENT FFW CORPORATION 1205 North Cass Street Wabash, Indiana 46992 (219) 563-3185 ANNUAL MEETING OF STOCKHOLDERS October 24, 2000 This Proxy Statement is furnished in connection with the solicitation on behalf of the Board of Directors of FFW Corporation ("FFW" or the "Company") of proxies to be used at the Annual Meeting of Stockholders of the Company which will be held at the office of the Company, located at 1205 North Cass Street, Wabash, Indiana, on October 24, 2000, at 2:30 p.m., Wabash, Indiana time, and all adjournments and postponements of the annual meeting. The accompanying Notice of Meeting, proxy card and this Proxy Statement are first being mailed to stockholders on or about September 29, 2000. Certain of the information provided herein relates to First Federal Savings Bank of Wabash, a wholly owned subsidiary of the Company ("First Federal" or the "Bank"). Matters to be Considered at the Annual Meeting At the annual meeting, stockholders of the Company will be asked to consider and vote upon (i) the election of two directors of the Company and (ii) the ratification of the appointment of Crowe, Chizek and Company LLP as the Company's auditors for the fiscal year ending June 30, 2001. Vote Required and Proxy Information All shares of the Company's common stock ("Common Stock") represented at the annual meeting by properly executed proxies received prior to or at the annual meeting, and not revoked, will be voted at the annual meeting in accordance with the instructions thereon. If no instructions are indicated, properly executed proxies will be voted for the election of the director nominees named in this Proxy Statement and for the ratification of the appointment of Crowe, Chizek and Company LLP. The Company is not aware of any matters, other than those described in the Notice of the Annual Meeting, that are to come before the annual meeting. If any other matters are properly presented at the annual meeting for action, the Board of Directors, as proxy for the stockholder, will have the discretion to vote on such matters in accordance with their best judgment. Directors will be elected by a plurality of the votes cast. The ratification of the appointment of Crowe, Chizek and Company LLP as the Company's independent auditors requires the affirmative vote of a majority of the votes cast on the matter. In the election of directors, stockholders may either vote "FOR" both nominees for election or withhold their votes from one or both nominees for election. Votes that are withheld and shares held by a broker, as nominee, that are not voted (so-called "broker non-votes") in the election of directors will not be included in determining the number of votes cast. For the proposal to ratify the appointment of the independent auditors, stockholders may vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked to abstain will have the same effect as votes against the proposal, and broker non-votes will have no effect on the proposal. The holders of at least one-third of the outstanding shares of the Common Stock, present in person or represented by proxy, will constitute a quorum for purposes of the annual meeting. Proxies marked to abstain and broker non-votes will be counted for purposes of determining a quorum. A proxy given pursuant to the solicitation may be revoked at any time before it is voted. Proxies may be revoked by: (i) filing with the corporate Secretary at or before the annual meeting a written notice of revocation bearing a later date than the proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Corporate Secretary at or before the annual meeting; or (iii) attending the annual meeting and voting in person (although attendance at the annual meeting will not in and of itself constitute revocation of a proxy). Any written notice revoking a proxy should be delivered to Wayne W. Rees, Secretary, FFW Corporation, 1205 North Cass Street, Wabash, Indiana 46992. Voting Securities and Principal Holders Thereof Stockholders of record as of the close of business on September 15, 2000 (the "Voting Record Date"), will be entitled to one vote for each share then held. As of that date, the Company had 1,423,627 shares of Common Stock issued and outstanding. The following table sets forth information, as of the Voting Record Date, regarding share ownership of: (i) those persons or entities known by management to beneficially own more than five percent of the Company's Common Stock; (ii) Roger K. Cromer, the Company's President and Chief Executive Officer; and (iii) all directors and executive officers as a group. See "Proposal I - Election of Directors" for beneficial share ownership of the directors.
Shares Beneficially Percent Beneficial Owner Owned of Class - ----------------------------------------------------------------------------------------------------- FFW Corporation, Inc. Employee Stock Ownership Plan 105,005(1) 7.38% 1025 North Cass Street Wabash, IN 46992-1027 Bank Fund III L.P., Bank Fund III Trust, Bank Fund IV L.P., Bank 138,378(2) 9.72 Fund IV Trust and Bank Fund V LP 208 S. LaSalle Street Chicago, Illinois 60604 First Manhattan Co. 126,810(3) 8.91 437 Madison Avenue New York, NY 10022 Estate of Nicholas M. George 127,683(4) 8.86 4185 S 550 W Wabash, IN 46992 Roger K. Cromer, President and Chief Executive Officer 4,211(5) .30 Directors and executive officers of the Company and the Bank as a 179,576(6) 12.51 group (7 persons)
- ----------------------- (1) The amount reported represents shares held by the Employee Stock Ownership Plan ("ESOP"), all of which have been allocated to accounts of participants. Pursuant to the terms of the ESOP, each ESOP participant has the right to direct the voting of shares of Common Stock allocated to his or her account. Ronald J. Metz, the trustee of the ESOP, may be deemed to beneficially own the shares held by the ESOP. (2) As reported in a Schedule 13G filed with the Securities and Exchange Commission ("SEC") on August 31, 2000, Bank Fund III L.P. reported sole voting and no dispositive power over 16,906 shares, Bank Fund III Trust reported sole voting and no dispositive power over 51,826 shares, Bank Fund IV L.P. reported sole voting and no dispositive power over 64,646 shares and Bank Fund V L.P. reported sole voting and no dispositive power over 5,000 shares. 2 (3) As reported in an amendment to a Schedule 13G filed with the SEC on February 9, 2000, in which First Manhattan Co. reported sole voting and dispositive power over all shares listed. (4) Includes 42,588 shares held by Mr. George's spouse, 2,000 shares held by Mr. George's son and 16,750 shares subject to options which are currently exercisable. (5) Includes 750 shares subject to options which are currently exercisable. (6) Includes shares held directly, as well as, jointly with family members, and shares held in retirement accounts in a fiduciary capacity or by certain family members, with respect to which shares the listed individuals or group members may be deemed to have sole voting and/or investment power. This table also includes 12,924 shares subject to options granted to directors and executive officers as a group which are currently exercisable. PROPOSAL I - ELECTION OF DIRECTORS General The Company's Board of Directors is divided into three classes, each of which contains approximately one-third of the Board. Directors are generally elected to serve for a three-year period or until their respective successors are elected and qualified. The Company's Board of Directors currently consists of five members. Each of the directors of the Company has served in such capacity since its incorporation in December 1992. The table below sets forth certain information, as of the Voting Record Date, regarding the composition of the Company's Board of Directors, including each director's term of office. The Board of Directors acting as the nominating committee has recommended and approved the nominees identified in the following table. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to a nominee) will be voted at the annual meeting "For" the election of the nominees identified below. If a nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend. At this time, the Board of Directors knows of no reason why any nominee may be unable to serve, if elected. Except as disclosed herein, there are no arrangements or understandings between the nominees and any other person pursuant to which the nominees were selected.
Shares of Common Term Stock Director to Beneficially Percent Name Age Position(s) Held in the Company Since(1) Expire Owned(2) of Class - ----------------------------------------------------------------------------------------------------------------------------- Nominees Wayne W. Rees 62 Chairman of the Board and Secretary 1983 2003 51,374 3.61% Ronald D. Reynolds 53 Director 1991 2003 21,424 1.50 Directors Continuing in Office Joseph W. McSpadden 52 Director 1987 2001 21,374 1.50 Thomas L. Frank 57 Director 1987 2002 34,324 2.41 J. Stanley Myers 53 Director 1985 2002 35,428 2.48
- -------- (1) Includes service as a director of the Bank. (2) Included in the shares beneficially owned by the named individuals are options to purchase shares of Common Stock which are currently exercisable, totaling 500 for Mr. Rees, 500 for Mr. Reynolds, 500 for Mr. McSpadden, 500 for Mr. Frank, and 5,950 for Mr. Myers. 3 The principal occupation of each director of the Company is set forth below. All directors have held their present position for at least five years unless otherwise indicated. Wayne W. Rees. Mr. Rees is the owner and publisher of The Paper of Wabash County, Inc., a newspaper published in Wabash, Indiana. Mr. Rees has been Chairman of the Board and Secretary of the Company since December 1992. Mr. Rees has served as Chairman of the Bank's Board of Directors since July 1992. Ronald D. Reynolds. Mr. Reynolds is the owner of J. M. Reynolds Oil Co., Inc., an oil supply company located in Wabash, Indiana. Joseph W. McSpadden. Mr. McSpadden is the Vice President and part owner of Beauchamp & McSpadden, an insurance agency located in Wabash, Indiana. Thomas L. Frank. Mr. Frank is the Comptroller for B. Walter & Company, a manufacturer of wood furniture and products located in Wabash, Indiana. J. Stanley Myers. Mr. Myers is the owner and operator of ServiSoft Water Conditioning, Inc., a soft water appliance company located in Wabash, Indiana. Meetings and Committees of the Board of Directors Meetings and Committees of the Company. Meetings of the FFW's Board of Directors are generally held on a monthly basis. The Board of Directors met 12 times during fiscal 2000. During fiscal 2000, no incumbent director of the Company attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings held by the committees of the Board of Directors on which he served. The Board of Directors of the Company has standing audit, stock option and nominating committees, as well as other committees which meet as needed. The Audit Committee recommends independent auditors to the Board, reviews the results of the auditors' services, reviews with management and the internal auditors the systems of internal control and internal audit reports and ensures that the books and records of the Company are kept in accordance with applicable accounting principles and standards. The members of the Audit Committee are Directors Frank, Myers and McSpadden and Chief Executive Officer Roger Cromer. During the fiscal year ended June 30, 2000, this Committee met four times. The Stock Option Committee is comprised of Directors Frank and Reynolds. This Committee is responsible for administering the Company's Stock Option Plan and Omnibus Incentive Plan, as well as reviewing compensation and benefit matters. This Committee met once during the fiscal year ended June 30, 2000. The entire Board of Directors acts as a nominating committee for selecting nominees for election as directors. While the Board of Directors of the Company will consider nominees recommended by stockholders, the Board has not actively solicited such nominations. Pursuant to the Company's Bylaws, nominations by stockholders must be delivered in writing (as prescribed by the Bylaws) to the Secretary of the Company at least 30 days before the date of the annual meeting; provided, however, that if less than 40 4 days' notice or prior disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder must be received not later than the close of business on the tenth day following the day on which notice of the date of the meeting is mailed or public disclosure of the date of the meeting is made. This Committee met once during the fiscal year ended June 30, 2000. Meetings and Committees of the Bank. Meetings of the Bank's Board of Directors are generally held on a monthly basis. The Board of Directors met 12 times during the fiscal year ended June 30, 2000. During fiscal 2000, no incumbent director of the Bank attended fewer than 75% of the aggregate of the total number of Board meetings and the total number of meetings held by the committees of the Board of Directors on which he served. The Bank has standing, audit, personnel/compensation, and nominating committees. The Bank also has other Committees which meet as needed to review various other functions of the Bank. The Audit Committee of the Bank is comprised of Directors Frank, Myers and McSpadden and Chief Executive Officer Roger Cromer. The Audit Committee meets on a quarterly basis to review budgets and is responsible for reviewing the annual audit report and reporting to the full Board of Directors. This committee also meets with the Bank's external auditors prior to the annual audit to review audit procedures. This committee met four times during the fiscal year ended June 30, 2000. The Personnel/Compensation Committee of the Bank establishes and reviews compensation, bonuses, benefits and the personnel policies of the Bank. The current members of this committee are Directors Frank, Myers and Reynolds. This committee meets at least annually on an as needed basis. The committee met three times during the fiscal year ended June 30, 2000. The Nominating Committee of the Bank is comprised of the entire board of directors. The committee makes written nominations prior to the annual meeting. This committee held one meeting during fiscal 2000. Director Compensation Cash Compensation. The Company's directors are paid a fee of $250.00 per meeting attended for serving on the Company's Board of Directors. No fee is paid for membership on the Board committees. All present members of the Company's Board of Directors are also members of the Bank's Board of Directors for which each director, other than the Chairman, receives a fee of $800.00 per meeting attended. The Chairman of the Board of the Bank receives a fee of $900.00 per Bank Board meeting attended. No fees are paid to directors of the Bank for committee membership. Deferred Compensation Plan ("DCP"). In 1986, First Federal adopted the DCP for the benefit of its directors. The DCP is a voluntary deferred compensation plan which permits directors of the Bank to defer receipt of all or a portion of their regular board fees. This plan was established to hold and attract quality directors by providing a retirement benefit in amounts related to Board fees deferred annually. Under the DCP, a participant or his beneficiary will receive retirement payments (equal to the amount deferred plus interest accrued thereon) payable in monthly installments upon retirement from the Board at age 70. If the director's service on the Board ceases for any reason other than death or disability, prior to age 70, amounts deferred pursuant to the DCP will be held by the Bank until the director reaches age 70. In the event of death or disability of the director while serving on the Bank's board, monthly or annual payments will be made to the director or his designated beneficiary. In the event of the director's death following retirement, the remaining benefits will be paid to the designated beneficiary. These benefit payments are not subject to any reduction for Social Security benefits or other offset amounts. Until disbursed, the amounts 5 due and payable under the DCPs continue to be assets of the Bank, subject to the claims of general creditors. During fiscal 2000, no directors deferred compensation pursuant to the DCP. Stock Options. On September 28, 1999, each non-employee director was granted a ten-year option to purchase 2,000 shares of Common Stock at an exercise price of $13.375, vesting in four equal annual installments beginning September 28, 2000. Executive Compensation The following table sets forth information regarding compensation paid to each person who served as Chief Executive Officer of the Company during the fiscal year ended June 30, 2000. No other executive officer earned a salary and bonus for fiscal 2000 in excess of $100,000.
- ------------------------------------------------------------------------------------------------------------------ SUMMARY COMPENSATION TABLE - ------------------------------------------------------------------------------------------------------------------ Long Term Annual Compensation (1) Compensation Awards - ------------------------------------------------------------------------ --------------------- Restricted Stock Options/ All Other Salary Bonus Award(s) SARs Compensation Name and Principal Position Year ($) ($) ($) (#) ($) - --------------------------------- --------- ------------- ----------- ----------- --------- ----------------- Roger K. Cromer 2000 $ 84,265(2) $17,225 $13,375(6) --- $9,410(4) President and CEO Nicholas M. George 2000 $125,431(3) $35,444 --- 2,000 $492,980(5) Former President and CEO 1999 126,655(3) 34,250 --- --- 20,946 1998 115,134(3) 30,062 --- --- 24,063 - ------------------------------------------------------------------------------------------------------------------
- --------------- (1) Neither Mr. Cromer nor Mr. George received any additional benefits or perquisites which exceeded, in the aggregate, the lesser of 10% of his salary and bonus, or $50,000. (2) Includes $3,473 of compensation deferred at Mr. Cromer's election pursuant to the 401(k) plan. (3) Includes $7,431, $6,951 and $7,085 of compensation deferred at Mr. George's election pursuant to the 401(k) plan and $9,450, $10,800 and $10,800 paid for service as a director for fiscal 2000, 1999 and 1998, respectively. (4) Includes matching contributions to Mr. Cromer's 401(k) Plan account of $1,488; contributions to Mr. Cromer's ESOP account for fiscal 2000 valued at $7,578; and disability insurance premiums paid on behalf of Mr. Cromer of $344. (5) Includes matching contributions to Mr. George's 401(k) Plan account of $3,715; contributions to Mr. George's ESOP account for fiscal 2000 valued at $16,939; and death benefit paid to Mr. George's spouse of $472,326. (6) Represents value of 1,000 shares of restricted stock based on the $13.375 closing price per share of the Common Stock on the Nasdaq Stock Market on September 28, 1999, the date of grant. Twenty-five percent of the 1,000 shares awarded to Mr. Cromer vested on September 28, 2000, and the remaining 75% are scheduled to vest in equal installments on September 28, 2001, 2002 and 2003, respectively. Dividends are paid on the restricted shares to the extent and on the same date as dividends are paid on all other outstanding shares of the Common Stock. Based on the $11.625 closing price per share of the Common Stock on the Nasdaq Stock Market on June 30, 2000, the 2,500 restricted shares held by Mr. Cromer as of that date had a value of $29,063. 6 The following table sets forth certain information concerning grants of stock options to each person who served as the Company's Chief Executive Officer during fiscal 2000. No stock appreciation rights were granted in fiscal 2000.
- ----------------------------------------------------------------------------------------------------------- OPTION GRANTS IN LAST FISCAL YEAR - ----------------------------------------------------------------------------------------------------------- Individual Grants - ----------------------------------------------------------------------------------------------------------- Number of % of Total Shares Options Underlying Granted to Per Share Options Employees in Exercise Expiration Granted Fiscal Year Price Date - ----------------------------------------------------------------------------------------------------------- Roger K. Cromer --- ---% $--- --- Nicholas M. George 2,000 12.5% $13.375 04/01/00(1) - -----------------------------------------------------------------------------------------------------------
- -------------- (1) The option was initially scheduled to vest in four equal annual installments beginning September 28, 2000 and expire on September 28, 2009; however, upon Mr. George's death on April 1, 2000, the option expired. The following table sets forth information regarding the number and value of stock options at June 30, 2000 held by the Company's Chief Executive Officer.
- ----------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES - ----------------------------------------------------------------------------------------------------------------- Number of Unexercised Value of Unexercised In-the-Money Shares Options at FY-End(#) Options at FY-End ($)(2) Acquired Value ------------------------------------------------------------- on Exercise Realized Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable - ----------------------------------------------------------------------------------------------------------------- Roger K. Cromer --- $ --- 750 2,250 $ --- $ --- Nicholas M. George 8,500 $49,938(1) 16,750 --- $110,969 $ --- - -----------------------------------------------------------------------------------------------------------------
- ------------------ (1) Represents the difference between the closing price per share of the Common Stock on the Nasdaq Stock Market on the date of exercise ($10.875) and the exercise price per share of the option ($5.00), multiplied by the number of shares acquired on exercise (8,500). (2) Represents the difference between the closing price per share of the Common Stock on the Nasdaq Stock Market on June 30, 2000 and the exercise price per share of the option, multiplied by the number of shares underlying the option. An option is in the money if the exercise price is less than the market value of the Common Stock. None of Mr. Cromer's options were in the money as of June 30, 2000. Employment Agreement with Roger K. Cromer The Bank has an employment agreement with Mr. Cromer for a three-year term. The term may be extended for an additional year on each anniversary of the effective date of the agreement, subject to review and approval of the extension by the Board of Directors of the Bank. The agreement provides for an annual base salary no less than Mr. Cromer's base salary as of the effective date of the agreement, subject to increase in the discretion of the Bank's Board of Directors. The agreement also provides for bonuses to be awarded in the discretion of the Bank's Board of Directors. The agreement provides for termination in the event of Mr. Cromer's death, for cause or upon certain events specified by Office of Thrift Supervision regulations. The agreement may be terminated by Mr. Cromer upon 90 days' notice to the Bank. The 7 agreement provides that if there is a change in control of the Company or the Bank, and Mr. Cromer's employment terminates involuntarily in connection with such change in control or within 12 months thereafter, he will be entitled to receive a lump sum amount in cash equal to 299% of his "base amount" of compensation as of the effective date of the agreement. Assuming a change in control were to take place as of June 30, 2000, the termination payment payable to Mr. Cromer pursuant to this change in control provision would be approximately $283,170. Certain Transactions The Bank, like many financial institutions, has followed a policy of granting to officers, directors and employees loans secured by the borrower's residence and consumer loans. All loans to the Bank's officers and directors are made in the ordinary course of business and on the same terms, including interest rate and collateral, and conditions as those of comparable transactions prevailing at the time, and do not involve more than the normal risk of collectibility or present other unfavorable features. PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF AUDITORS The Board of Directors has renewed the Company's arrangement for Crowe, Chizek and Company LLP to be its auditors for the 2001 fiscal year, subject to the ratification of the appointment by the Company's stockholders. A representative of Crowe, Chizek and Company LLP is expected to attend the annual meeting to respond to appropriate questions and will have an opportunity to make a statement if he so desires. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2001. STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Company's next annual meeting must be received by its Secretary at the main office of the Company, located at 1205 North Cass Street, Wabash, Indiana 46992, no later than June 1, 2001 to be eligible for inclusion in the Company's proxy statement and form of proxy relating to the next annual meeting. Any such proposal will be subject to the requirements of the proxy rules adopted under the Exchange Act and as with any stockholder proposal (regardless of whether included in the Company's proxy materials), the Company's certificate of incorporation and bylaws and Delaware law. To be considered for presentation at the next annual meeting, but not for inclusion in the Company's proxy statement and form of proxy for that meeting, proposals must be received by the Company at least 30 days before the date of the meeting. If, however, less than 40 days' notice or prior public disclosure of the date of the next annual meeting is given or made to stockholders, proposals must instead be received by the Company by the tenth day following the day on which notice of the date of the next annual meeting is mailed or public disclosure of the date of the next annual meeting is first made. If a stockholder proposal that is received by the Company after the applicable deadline for presentation at the next annual meeting is raised at the next annual meeting, the holders of the proxies for that meeting will have the discretion to vote on the proposal in accordance with their best judgment and discretion, without any discussion of the proposal in the Company's proxy statement for the next annual meeting. 8 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's directors and executive officers, and persons who own more than 10% of the Company's Common Stock, file with the SEC initial reports of ownership and reports of changes in ownership of the Company's Common Stock. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required during the fiscal year ended June 30, 2000, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with except for the inadvertent failure to timely report on Form 4 one transaction by each of Thomas L. Frank, a director of the Company, and Nicholas M. George, the former President and Chief Executive Officer of the Company. OTHER MATTERS The Board of Directors is not aware of any business to come before the annual meeting other than those matters described above in this Proxy Statement. However, if any other matter should properly come before the annual meeting, it is intended that holders of the proxies will act in accordance with their best judgment. The cost of 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 proxy materials to the beneficial owners of Common Stock. In addition to solicitation by mail, directors, officers and regular employees of the Company and/or the Bank may solicit proxies personally or by telegraph or telephone without additional compensation. 9 REVOCABLE PROXY FFW CORPORATION [X] PLEASE MARK VOTES AS IN THIS EXAMPLE Annual Meeting of Stockholders OCTOBER 24, 2000 The undersigned hereby appoints the Board of Directors of FFW Corporation (the "Company"), and its survivor, with full power of substitution, to act as attorneys and proxies for the undersigned to vote all shares of common stock of the Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders (the "Meeting"), to be held on Tuesday, October 24, 2000 at the office of the Company located at 1205 North Cass Street, Wabash, Indiana, at 2:30 p.m., local time, and at any and all adjournments or postponements thereof, as follows: III. The election of the following directors for three-year terms: WAYNE W. REES RONALD D. REYNOLDS With- For All For hold Except [ ] [ ] [ ] INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For All Except" and write that nominee's name in the space provided below. III. The ratification of the appointment of Crowe, Chizek and Company LLP as independent auditors of the Company for the fiscal year ending June 30, 2001. For Against Abstain [ ] [ ] [ ] In their discretion, the proxies are authorized to vote on any other business that may properly come before the Meeting or any adjournment or postponement thereof. The Board of Directors recommends a vote "FOR" the election of the nominees named herein and "FOR" the ratification of the appointment of Crowe, Chizek and Company, LLP. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED HEREIN AND FOR THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Please be sure to sign and date this Proxy in the box below. _________________________________________ Date _________________________________________ Stockholder sign above _________________________________________ Co-holder (if any) sign above Detach above card, sign, date and mail in postage paid envelope provided. FFW CORPORATION This Proxy may be revoked at any time before it is voted by: (i) filing with the Secretary of the Company at or before the Meeting a written notice of revocation bearing a later date than the proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Meeting; or (iii) attending the Meeting and voting in person (athough attendance at the Meeting will not in and of itself constitute revocation of this Proxy). If this Proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect. The above signed acknowledges receipt from the Company, prior to the execution of this Proxy, of Notice of the Meeting, a Proxy Statement and the Company's Annual Report to Stockholders for the fiscal year ended June 30, 2000. PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----