SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Financial Corporation
__________________________________________________
(Name of Registrant as Specified In Its Charter)
First Financial Corporation
__________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
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[ ] 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: *1
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(4) Proposed maximum aggregate value of transaction:
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*1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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.
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First Financial Center
1305 Main Street
Stevens Point, WI 54481
(715) 341-0400
March 21, 1994
Dear Stockholder:
The 1994 annual meeting of stockholders of First Financial Corporation
is to be held on April 20, 1994, at 10:00 a.m. at the Holiday Inn, 1501 North
Point Drive, Stevens Point, Wisconsin 54481.
At this meeting you will be asked to vote, in person or by proxy, on the
election of four directors for three-year terms and on the proposal to
increase the number of authorized shares of common stock from 30,000,000 to
75,000,000. A proxy statement describing these proposals and providing other
information about First Financial Corporation is enclosed.
It is important that your shares be represented at the 1994 annual
meeting, whether or not you are personally able to attend. You are urged to
complete, sign and mail the enclosed proxy card as soon as possible.
Sincerely,
Robert S. Gaiswinkler
Chairman of the Board
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
(715) 341-0400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 1994
NOTICE IS HEREBY GIVEN that the 1994 annual meeting of stockholders (the
"Annual Meeting") of First Financial Corporation ("FFC") will be held on
Wednesday, April 20, 1994, at 10:00 a.m., at the Holiday Inn, 1501 North Point
Drive, Stevens Point, Wisconsin 54481, for the following purposes:
(1) To elect four directors for a three-year term;
(2) To amend FFC's articles of incorporation to increase the total number of
authorized shares of common stock from 30,000,000 to 75,000,000; and
(3) To transact such other business as may properly come before the meeting
or any adjournments thereof.
Pursuant to FFC's bylaws, the Board of Directors has fixed the close of
business on March 7, 1994 as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. Only
holders of record of FFC common stock at the close of business on that date
will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof.
In the event that there are not sufficient votes to approve any one or
more of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
FFC.
By order of the Board of Directors of
FIRST FINANCIAL CORPORATION
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 21, 1994
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1994
______________________
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This proxy statement is furnished to stockholders of First Financial
Corporation ("FFC") in connection with the solicitation by the Board of
Directors of FFC of proxies to be used at the annual meeting of stockholders
(the "Annual Meeting") to be held on Wednesday, April 20, 1994, at 10:00 a.m.,
at the Holiday Inn, 1501 North Point Drive, Stevens Point, Wisconsin, and at
any adjournments thereof.
If the enclosed form of proxy is properly executed and returned to FFC
in time to be voted at the Annual Meeting, the shares represented thereby will
be voted in accordance with the instructions marked thereon. Executed but
unmarked proxies will be voted: (i) FOR the election of each of the four
nominees of the Board of Directors to serve as directors until the 1997 annual
meeting; and (ii) FOR the proposal to increase the total number of authorized
shares of common stock from 30,000,000 to 75,000,000 . If any other matters
are properly brought before the Annual Meeting, proxies will be voted in the
discretion of the proxy holders. FFC is not aware of any such matters that
are proposed to be presented at its Annual Meeting.
The presence of a stockholder at the Annual Meeting will not
automatically revoke the stockholder's proxy. However, stockholders may
revoke a proxy at any time prior to its exercise by filing with the secretary
of FFC a written notice of revocation, by delivering to FFC a duly executed
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
The cost of soliciting proxies in the form enclosed herewith will be
borne by FFC. In addition to the solicitation of proxies by mail, directors,
officers and regular employees of FFC, without extra remuneration, may solicit
proxies personally, by telephone, telegram, or otherwise. FFC may also
utilize the services of its transfer agent, Norwest Bank Minnesota, N.A., to
provide broker search and proxy distribution services at an approximate cost
of $1,100. FFC will request persons, firms and corporations holding shares in
their names or in the names of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from the beneficial
owners and will reimburse the holders for their reasonable expenses in doing
so. It is anticipated that this proxy statement will be mailed to
stockholders on or about March 21, 1994.
The securities which can be voted at the Annual Meeting consist of
shares of common stock of FFC. Each share entitles its owner to one vote on
each matter presented to the stockholders. The articles of incorporation and
bylaws of FFC do not authorize cumulative voting. The close of business on
March 7, 1994 has been fixed by the Board of Directors as the record date for
the determination of stockholders entitled to vote at the Annual Meeting.
There were 3,988 record holders of FFC's common stock on March 7, 1994 and the
number of shares outstanding as of that date was 24,564,999 (including former
Northland Bank of Wisconsin, S.S.B. stockholders and FFC common stock
beneficially owned by such stockholders). The presence, in person or by
proxy, of at least a majority of the total number of outstanding shares of
common stock is necessary to constitute a quorum at the Annual Meeting.
Stockholders' votes will be tabulated by the persons appointed by the Board of
Directors to act as inspectors of election for the Annual Meeting.
Abstentions will have the same effect as a negative vote as to matters
considered at the Annual Meeting. Broker nonvotes will not be treated as a
vote entitled to be cast at the Annual Meeting.
A copy of the Annual Report to Stockholders for the fiscal year ended
December 31, 1993 accompanies this proxy statement. FFC is required to file
an Annual Report on Form 10-K for its fiscal year ended December 31, 1993 with
the Securities and Exchange Commission ("SEC"). Stockholders may obtain, free
of charge, a copy of the Annual Report on Form 10-K by writing to First
Financial Corporation, 1305 Main Street, Stevens Point, Wisconsin 54481,
Attention: Investor Relations.
STOCK OWNED BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 7, 1994 with
respect to (i) persons known to FFC to be the beneficial owners of more than
five percent of FFC's outstanding common stock, (ii) the amount of FFC's
common stock beneficially owned by each director of FFC and each of the five
most highly compensated executive officers of FFC or First Financial Bank, FSB
(the "Bank") whose cash compensation exceeded $100,000 during 1993 (such
officers of FFC and the Bank collectively, the "named executive officers") and
(iii) the amount of FFC's common stock owned by the directors and the
executive officers as a group.
Amount and Percentage of
Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership(a) Outstanding
(i)
Marshall & Ilsley Corporation 1,899,946 8.06
770 North Water Street
Milwaukee, WI 53202 (b)
(ii)
Robert S. Gaiswinkler 77,696 *
Chairman of the Board of Directors
of FFC and the Bank
John C. Seramur 742,182 3.15
President, Chief Executive Officer
Chief Operating Officer and Director
of FFC and the Bank
Gordon M. Haferbecker 49,520 *
Director
James O. Heinecke 51,571 *
Director
Robert T. Kehr 37,480 *
Director
Paul C. Kehrer 102,120 *
Director
Robert P. Konopacky 87,200 *
Director
Dr. George R. Leach 43,156 *
Director
Ignatius H. Robers 24,400 *
Director
John H. Sproule 54,200 *
Director
Ralph R. Staven 163,501 *
Director
Norman L. Wanta 55,960 *
Director
Arlyn G. West 32,600 *
Director
Donald E. Peters 99,065 *
Executive Vice President
of the Bank
Robert M. Salinger 51,699 *
Secretary and General Counsel
of FFC and Executive Vice
President of the Bank
Harry K. Hammerling 31,703 *
Executive Vice President
of the Bank
(iii)
All directors and executive officers 1,731,272 7.34
as a group (17 persons)
____________ *Less than one percent
<FN>
(a) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, a person is deemed to be the beneficial owner of a security
for purposes of such Rule if he or she has or shares voting power or
investment power with respect to such security or has the right to
acquire such ownership within 60 days of March 7, 1994. The table
includes shares owned jointly or directly by spouses, controlled
revocable trusts, other immediate family members or others, and as to
which the persons named in the table possess shared voting and/or
investment power as follows: Mr. Seramur - 2,200 shares; Mr.
Haferbecker - 7,120 shares; Mr. Heinecke - 17,500 shares; Dr. G. R.
Leach - 36,156 shares; Mr. Kehr - 18,480 shares; Mr. Kehrer - 95,920
shares; Mr. Konopacky - 25,000 shares; Mr. Robers - 17,900 shares; Mr.
Staven - 161,216 shares; Mr. Wanta - 1,760 shares and Mr. Peters -
11,300 shares. The table also includes 398,191 shares held in the
Company's profit sharing trust (based on the latest available
information) for the following: Mr. Seramur - 316,032 shares; Mr.
Heinecke - 12,571 shares; Mr. Peters - 26,165 shares; Mr. Salinger -
23,830 shares; Mr. Hammerling - 19,593 shares; and one executive officer
- 14,449 shares. Except as otherwise indicated, all other shares
included in this table are held by persons who have sole voting and
investment power. The table includes 274,369 shares subject to
outstanding stock options which are exercisable by current directors and
executive officers within 60 days from March 7, 1994.
(b) A Schedule 13G dated March 11, 1994 was filed by Marshall & Ilsley
Corporation. According to the Schedule 13G, Marshall & Ilsley
Corporation is the Parent Holding Company for Marshall & Ilsley Trust
Company of Florida and Marshall & Ilsley Trust Company (the latter is
Trustee for the First Financial Corporation Profit Sharing/401K Plan)
with sole power to vote or direct the vote over 1,899,946 shares of FFC
common stock and sole power to dispose or direct the disposition of
10,994 shares of FFC common stock.
ELECTION OF DIRECTORS
(Item 1 on Proxy)
FFC's directors serve three-year terms which are staggered to provide
for the election of approximately one-third of the Board of Directors each
year. There are no arrangements or understandings between FFC and any person
pursuant to which that person has been selected as a director or nominee
except that Robert S. Gaiswinkler was nominated as a director in 1988 pursuant
to a merger agreement between FFC and National Savings and Loan Association
("National Savings"). Mr. Gaiswinkler was the president and chief executive
officer of National Savings. FFC acquired National Savings on March 31, 1988.
Unless otherwise instructed on the proxy, it is the intention of the
persons named in the proxy to vote the shares represented by each properly
executed proxy for the election of directors of the four nominees listed
below. The Board of Directors believes that all such nominees will stand for
election and will serve if elected. However, if any person nominated by the
Board of Directors fails to stand for election or is unable to accept
election, proxies will be voted by the proxy holders for the election of such
other person or persons as the Board of Directors may recommend. Assuming the
presence of a quorum at the Annual Meeting, directors will be elected by a
plurality vote.
Information as to Nominees and Continuing Directors
Set forth below is certain information with respect to the nominees of
the Board of Directors for election as directors at the Annual Meeting and
other directors whose terms do not expire until subsequent annual meetings.
All of the directors are also members of the Board of Directors of the Bank.
Mr. Seramur is also chairman of the board of First Financial-Port Savings
Bank, FSB ("Port Savings"), another wholly owned savings bank subsidiary of
FFC.
Age at
Nominees for December 31, Director For Term
Three-Year Terms 1993 Since(a) to Expire
Robert S. Gaiswinkler (b)(d). . . . . . . . 61 1974 1997
Gordon M. Haferbecker (c) . . . . . . . . . 81 1965 1997
Dr. George R. Leach (b)(e). . . . . . . . . 69 1965 1997
John C. Seramur (b) . . . . . . . . . . . . 51 1967 1997
Continuing Directors
James O. Heinecke . . . . . . . . . . . . . 63 1965 1995
Robert T. Kehr (b). . . . . . . . . . . . . 66 1980 1996
Paul C. Kehrer (d). . . . . . . . . . . . . 77 1945 1995
Robert P. Konopacky (b)(e). . . . . . . . . 70 1978 1996
Ignatius H. Robers (d)(e) . . . . . . . . . 60 1966 1995
John H. Sproule (b)(d). . . . . . . . . . . 66 1977 1995
Ralph R. Staven (b)(d). . . . . . . . . . . 72 1959 1996
Norman L. Wanta (b)(c)(e) . . . . . . . . . 71 1965 1995
Arlyn G. West (e) . . . . . . . . . . . . . 79 1965 1996
________
<FN>
(a) Date from which first elected to the Board of Directors of one of the
predecessor savings institutions to the Bank.
(b) Member of executive committee of Board of Directors of FFC and the Bank.
(c) Member of stock option committee of Board of Directors of FFC.
(d) Member of compensation committee of Board of Directors of the Bank.
(e) Member of audit committee of Board of Directors of FFC.
Robert S. Gaiswinkler is chairman of the board of both FFC and the Bank.
He was vice chairman of the board of both FFC and the Bank during 1988. From
1977 through March 1988 he served as president and chief executive officer of
National Savings & Loan Association which merged into the Bank at such time.
He is past chairman of the National Council of Community Bankers and former
member of the Advisory Committees of the Federal Home Loan Bank Board and
Federal National Mortgage Association. He is also a past chairman and a
member of the Board of Directors of Channels 10/36 Friends, Inc., a citizens
group supporting public broadcasting. Mr. Gaiswinkler also served as a member
of the State of Wisconsin Savings and Loan Review Board.
Gordon M. Haferbecker is presently retired. He was the Vice Chancellor of
the University of Wisconsin - Stevens Point from 1956 to 1974 and a professor
of economics and business from 1956 to 1980. He also served as a labor
arbitrator and traveling professor through 1986.
Dr. George R. Leach is presently retired. Before retirement in 1993, he
practiced as an optometrist in Stevens Point, Wisconsin since 1949. He served
as a Fellow of the American Academy of Optometry and a past president of the
Wisconsin Optometric Association.
John C. Seramur is president, chief executive officer and chief operating
officer of both FFC and the Bank. He is also the chairman of Port Savings.
He served as president and chief executive officer of one of the predecessor
institutions to the Bank. He currently serves as a director of the Federal
Home Loan Bank of Chicago, a member of the Savings Association Insurance Fund
Industry Advisory Committee, and is past chairman of the Wisconsin League of
Financial Institutions.
James O. Heinecke previously served as a Regional Vice President of the
Bank. Mr. Heinecke was president of Home Savings and Loan of LaCrosse from
1969 through 1983, when Home Savings was merged into a predecessor institution
of the Bank.
Robert T. Kehr is president of Kehr Brothers in Watertown, Wisconsin. Kehr
Brothers is a mechanical contractor specializing in heating, air conditioning
and plumbing. Kehr Brothers has been in business since 1906. Mr. Kehr has
been president of Kehr Brothers since 1969.
Paul C. Kehrer was a chairman of the board and executive officer of a
predecessor institution of the Bank. Mr. Kehrer has 49 years of experience in
the savings and loan industry. He has served as the president of the
Wisconsin Savings League (1981) and as a member of the Advisory Council to the
National Association of Savings and Loan Supervisors, and was a director of
the Federal Home Loan Bank of Chicago from 1981 through 1985.
Robert P. Konopacky is the retired president of Mid-State Photo, Inc.,
which was merged into a subsidiary of Fuqua Industries. Mr. Konopacky was
president of Mid-State Distributors, a wholesale beverage distributor in
Stevens Point, Wisconsin, from 1974 through 1987.
Ignatius H. Robers is a professional engineer and registered land surveyor.
He is Senior Project Manager at Graef Anhalt Schloemer and Associates Inc. in
Burlington, Wisconsin. He also owned and operated his own engineering and
surveying firm, Robers & Boyd, Inc., from 1963 through 1988, and served as
Wisconsin Regional Manager of Baxter & Woodman, Inc., a consulting civil
engineering and land surveying firm, from 1988 through 1992.
John H. Sproule has been retired from Envirex, Inc., a Rexnord Company,
since May 1, 1987 after more than 34 years of service to Rexnord. He was
President of Envirex, Inc., Waukesha, Wisconsin, a manufacturer of water and
waste water treatment equipment, from 1983 through October 1986. From 1978
until September 1983, he was Executive Vice President and General Manager of
Envirex, Inc.
Ralph R. Staven served as chairman of the board of FFC and the Bank from
1984 through 1988. He was also chairman of the board, president and chief
executive officer of predecessor savings institutions to the Bank and was
chief executive officer of FFC and the Bank from 1984 through 1986. Mr.
Staven has over 45 years of experience in the savings and loan industry. He
has served as president of the Wisconsin Savings League (1973), as director of
the Federal Home Loan Bank of Chicago (1973-1977), and as the representative
from the Chicago District on the Federal Home Loan Bank Board Advisory
Committee (1976-1979).
Norman L. Wanta is a retired attorney. From 1946 through 1982, he engaged
in the general practice of law in the City of Stevens Point and served as
corporate counsel to one of the predecessor savings institutions of the Bank
for 17 years.
Arlyn G. West is presently retired. Mr. West performed fee appraisals for
a predecessor savings institution to the Bank until November 1979. He was
formerly in partnership with his brother as owners and operators of West's
Dairy in Stevens Point for 26 years.
Management Recommends A Vote FOR The Election
Of The Board's Nominees For Directors
Compensation of Directors
Directors' Fees. The directors of FFC are paid $500 for each FFC Board of
Directors meeting attended, and as directors of the Bank they receive a
monthly retainer fee of $1,500 plus $800 for each Bank Board of Directors
meeting attended. Non-employee directors of FFC and the Bank receive $400
($700 for non-employee chairmen) for each FFC or Bank committee meeting
attended. Non-employee directors who serve as members of the boards of the
Bank's subsidiaries receive $400 ($700 for non-employee chairmen) for each
subsidiary board meeting attended. In addition, Messrs. Konopacky and Wanta
received $24,450 and $88,216, respectively, representing directors' fees from
prior years paid in 1993.
Directors' Retirement Plan. The Board of Directors of FFC adopted a
directors' retirement plan ("Retirement Plan"), effective November 18, 1992,
which provides retirement benefits, upon termination of service on the board,
to directors who are not employees pursuant to an employment agreement. The
Retirement Plan replaced and is substantially identical to an earlier
director's retirement plan of the Bank which had been in effect since 1988. A
nonemployee director of FFC, or a designated advisory director, as defined in
the Retirement Plan, who has attained the age of 70 and has completed 10 or
more years of credited service on the board is entitled to a maximum monthly
retirement benefit equal to 1/12th of the annual director's retainer fee,
currently $1,500. Directors become vested in the plan at a rate of 10% for
each year of credited service on the board, with full vesting occurring at 10
years. Retirement benefits are decreased by 5% per year (to a maximum of 90%)
for each year a director's age at retirement is less than 70. An employee
director begins accumulating years of service for Retirement Plan vesting
purposes upon ceasing employment. Monthly benefits continue for 180 months or
until the director's death, whichever first occurs. No death benefits are
payable. In 1993, a total of $96,600 was paid to seven retired directors
pursuant to the Retirement Plan.
In the event the Retirement Plan is terminated or modified to diminish
benefits, a retired director has the option of receiving a lump sum equal to
benefits payable before the modification or termination, as calculated under
the formula described in the Retirement Plan. Retirement Plan benefits are
paid directly by FFC which
is not required to segregate such payments on its
books. In the event a former director who is receiving retirement benefits
under the Retirement Plan becomes an employee of the Bank or any of its
affiliates, or returns to serve as a non-employee director, payments under the
Retirement Plan will be suspended until such time as such employment is
again terminated or such non-employee director retires. Monthly retirement
benefits after such suspension of payments will be modified in accordance
with the formula described in the Retirement Plan. Retired directors must
be available for consultation and may not, without the consent of FFC, serve
as director, officer or employee of any affiliated or unaffiliated institution
or holding company thereof.
The Retirement Plan provides that directors who are involuntarily removed
from the board within 24 months following a change of control of the Bank or
FFC will receive maximum monthly Retirement Plan benefits without reduction on
account of vesting or age. A "change of control" of FFC will be deemed to
have occurred if (i) any person becomes the beneficial owner of 25% or more of
the total number of outstanding voting shares of FFC; (ii) any person becomes
the beneficial owner of 10% or more, but less than 25%, of the total number of
outstanding shares of FFC if the Board of Directors of FFC determines that
such beneficial ownership constitutes or will constitute control of FFC; (iii)
any person (other than the person named as proxies solicited on behalf of the
Board of Directors of FFC) holds revocable or irrevocable proxies, as to the
election or removal of two or more directors of FFC, for 25% or more of the
total number of outstanding voting shares of FFC; (iv) any person has
commenced a tender or exchange offer, or entered into an agreement or received
an option, to acquire beneficial ownership of 25% or more of the total number
of outstanding voting shares of FFC and the Board of Directors of FFC
determines that such action constitutes or will constitute a change in
control; (v) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions, the
persons who were directors of FFC before such transaction shall cease to
constitute at least two-thirds of the Board of Directors of FFC or any
successor institution; or (vi) any person has received certain regulatory
approvals to acquire FFC. A "change in control" of the Bank will be deemed to
have taken place if FFC's beneficial ownership of the total number of
outstanding voting shares of the Bank is reduced to less than 50%.
Consulting Agreement. On January 1, 1993, FFC and Mr. Gaiswinkler entered
into a consulting and noncompetition agreement pursuant to which FFC agreed to
pay Mr. Gaiswinkler $100,000 per year through December 31, 1997 together with
medical and dental insurance coverage until Mr. Gaiswinkler's 65th birthday.
No death benefits are payable. Under the agreement, Mr. Gaiswinkler provides
consulting services to FFC and undertakes not to provide material assistance
to any competitor of during the term of the agreement or for three years
thereafter. The agreement may be terminated by FFC with or without cause, but
payments continue for the remaining term unless Mr. Gaiswinkler is terminated
for cause (as defined) or in certain events specified by federal regulations.
Board of Director's Committees and Nominations by Stockholders
The Board of Directors of FFC acts as the nominating committee for
selecting the management nominees for election as directors, and met once for
that purpose in 1993. Except in the case of a nominee substituted as a result
of the death or other incapacity of a management nominee, the bylaws of FFC
require that the nominating committee submit nominations to the secretary of
FFC at least 30 days prior to the date of the annual meeting. The nominations
of the nominating committee for the Annual Meeting have already been
submitted.
Stockholders of FFC may nominate directors pursuant to timely notice in
writing to the secretary of FFC in accordance with FFC's bylaws. To be
timely, notice must be delivered to or mailed to and received at the principal
executive offices of FFC not less than 30 days prior to the Annual Meeting;
provided, however, that if less than 45 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
to be timely must be received by FFC not later than the close of business on
the 15th day following the day on which notice of the date of the meeting was
mailed or such public disclosure was made. Public disclosure of the date of
the Annual Meeting was made February 16, 1994 by the issuance of a press
release. Under the bylaws, stockholder nominations for the Annual Meeting are
required to be received on or before March 21, 1994 in order to be timely. A
stockholder's notice of nomination must set forth certain information
specified in Article 3, section 3.5 of FFC's bylaws concerning each person the
stockholder proposes to nominate for election and the stockholder giving the
notice. The bylaws provide that no person shall be elected as a director
unless nominated in accordance with the procedures set forth in the bylaws.
The Board of Directors of FFC has standing executive, audit and stock
option committees. The Board of Directors of the Bank has standing executive
and compensation committees. In 1993, the FFC audit committee met four times
and the FFC stock option committee met twice. The FFC executive committee did
not meet. The Bank compensation committee met twice and the Bank executive
committee met three times during 1993.
The audit committee reviews the quarterly and annual financial statements
of FFC and the scope of the annual audit. It also reviews regulatory
compliance and the independent accountants' letter to management concerning
the effectiveness of FFC's internal financial and accounting controls and
management's response to the letter. In addition, the committee reviews and
recommends to the Board of Directors the firm to be engaged as FFC's
independent accountants. The committee may also examine and consider another
matters relating to the financial affairs of FFC as it determines appropriate.
The stock option committee has authority to administer FFC's stock option
plans and to grant options thereunder. The compensation committee establishes
compensation for directors, reviews compensation for all officers on an annual
basis and reviews the combination of benefits offered to all employees of the
Bank.
The executive committees of FFC and the Bank are authorized to exercise the
powers of the boards of directors of FFC and the Bank, respectively, between
regular meetings of such boards. The executive committee of the Bank also
reviews the origination and administration of large commercial real estate
loans on a regular basis.
During the year ended December 31, 1993, FFC's Board of Directors held four
regular meetings and one organizational meeting. No incumbent director
attended fewer than 75 percent of the total number of meetings of the board of
directors and the total number of meetings held by all committees of the
Board of Directors on which he served.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
Chief Executive Officer and each of the four most highly compensated executive
officers whose cash compensation exceeded $100,000, based on salary and bonus
earned during fiscal 1993. The Company does not have any stock appreciation
rights (SARs).
Long Term
Annual Compensation Compensation
Securities
Underlying
Name and Principal Options/ All Other
Position Year Salary($) Bonus($)(a) SARs (#) Compensation ($)
John C. Seramur
President, Chief Executive 1993 600,000 260,000 -0- 217,794(c)
Officer and Director of 1992 500,000 200,000 140,000 182,180
FFC and the Bank 1991 462,000 100,000 -0-
Donald E. Peters 1993 220,000 54,000 -0- 45,218(d)
Executive Vice 1992 180,000 45,000 70,000 30,326
President of the Bank 1991 145,000 22,113 -0-
Walter T. Koziol (b)
Vice President and
Treasurer of FFC and 1993 175,383 39,663 -0- 33,335(e)
Executive Vice 1992 150,000 37,500 52,000 31,440
President of the Bank 1991 120,000 19,500 -0-
Robert M. Salinger,
General Counsel and
Secretary of FFC and 1993 165,000 41,250 -0- 30,352(f)
Executive Vice 1992 135,000 33,750 52,000 26,774
President of the Bank 1991 115,000 18,688 -0-
Harry K. Hammerling 1993 145,000 36,250 -0- 30,352(g)
Executive Vice 1992 120,000 30,000 52,000 24,151
President of the Bank 1991 92,250 15,240 -0-
____________
<FN>
(a) Reflects bonus earned in fiscal year regardless of when received by the
executive.
(b) Mr. Koziol passed away on November 28, 1993.
(c) Consists of $30,000 in Company contributions to the Profit Sharing Plan,
$126,700 in Company contributions to the Executive Profit Sharing Plan,
$33,494 in Company-paid premiums for term life insurance and for the Executive
Supplemental Life Insurance Plan, and $27,600 in directors' fees.
(d) Consists of $30,000 in Company contributions to the Profit Sharing Plan,
$14,866 in Company contributions to the Executive Profit Sharing Plan, and
$352 for Company-paid term life insurance.
(e) Consists of $30,000 in Company contributions to the Profit Sharing Plan,
$2,983 in Company contributions to the Executive Profit Sharing Plan, and $352
for Company-paid term life insurance.
(f) Consists of $30,000 in Company contributions to the Profit Sharing Plan,
and $352 for Company-paid term life insurance.
(g) Consists of $30,000 in Company contributions to the Profit Sharing Plan,
and $352 for Company-paid term life insurance.
/TABLE
Option Grants During 1993 Fiscal Year
No options or SARS were granted during fiscal 1993 to Mssrs. Seramur,
Peters, Koziol, Salinger or Hammerling.
Option Exercises during 1993 and Year End Option Values
The following table provides information related to options exercised
by the named executive officers during the 1993 fiscal year and the number
and value of options held at year end. The Company does not have any SARs.
Number of Securities Value of Unexercised
Underlying Options/SARs In-The-Money Options/
at FY-End (#) SARS at FY-End ($)(c)
Shares Acquired Value
Name on Exercise(#)(a) Realized($)(b) Exercisable Unexercisable Exercisable Unexercisable
John C. Seramur 13,530 169,894 66,630 140,000 866,026 1,111,250
Donald E. Peters 2,000 25,312 26,000 70,000 344,063 555,625
Walter T. Koziol(d) 2,000 34,125 --- --- --- ---
Robert M. Salinger 5,161 69,196 14,839 52,000 192,935 404,000
Harry K. Hammerling 8,000 75,875 -0- 52,000 -0- 404,000
______________
<FN>
(a) Each of the options exercised during fiscal 1993 was held by the named
individual for a period of at least two years. All share amounts adjusted for
2-for-1 stock split in March 1993.
(b) Value realized is calculated based on the difference between the option
exercise price and the market price of the underlying FFC Common Stock on the
date of exercise.
(c) Value is calculated based on the difference between the option exercise
price and the market price of the underlying FFC Common Stock on December 31,
1993.
(d) Mr. Koziol passed away on November 28, 1993.
Employment and Change of Control Agreements, and Compensation Pursuant to
Plans
Employment Agreement. In February 1989, FFC and the Bank entered into
an employment agreement with John C. Seramur pursuant to which he serves as
president and chief executive officer of FFC and the Bank. The initial term
of the agreement was through December 31, 1993, but the term of the agreement
may be extended upon the third and each subsequent anniversary of the
agreement for an additional year by both of the Board of Directors of FFC and
the Bank and has been so extended until December 31, 1996. Mr. Seramur's
current base salary under the agreement is $650,000. The agreement provides,
among other things, for participation in stock options, profit sharing, group
life insurance, medical coverage, education and other retirement or employee
benefits applicable to executive personnel.
The agreement provides for termination for cause (as defined) and in
certain events specified by federal regulations. The agreement is also
terminable by the Bank without cause whereupon Mr. Seramur would be entitled
to the full amount of salary remaining under the term of the agreement. The
agreement provides for payments to the employee in the event there is a change
in control of FFC or of the Bank (as defined in the Directors' Retirement Plan
- -- see "Election of Directors -- Compensation of Directors -- Directors'
Retirement Plan") if employment is terminated involuntarily in connection with
such change of control other than for cause. Such termination payments are
also provided on a similar basis in connection with a voluntary termination of
employment following a change in control. The amount of these payments equals
three times Mr. Seramur's average annual compensation which was includable in
the employee's gross income for federal income tax purposes with respect to
the five most recent taxable years ending prior to the change in control, less
one dollar. In 1994, such lump sum payment would be $1,905,431.
Change of Control Agreements. FFC and the Bank entered into severance
agreements with certain executive officers (the "Severance Agreements") which
provide for benefits only in the event of termination of employment within 24
months following a "change of control" (as defined in Director's Retirement
Plan -- see "Election of Directors -- Compensation of Directors -- Directors'
Retirement Plan"). The Severance Agreements also provide for benefits if the
officer resigns within 24 months following a change of control for "good
reason" as defined therein, including reduction in compensation, benefits or
responsibilities, or relocation by more than 50 miles of the primary worksite
of the officer. Benefits under the Severance Agreements are equal to twice
the officer's average annual compensation for the five taxable years preceding
the change of control. The Severance Agreements provide for no benefits in
the event the officer is terminated for cause (as defined), certain events
specified under federal regulations, or if the officer is terminated without
cause, dies, or becomes permanently disabled prior to a change of control.
The initial term of Severance Agreements is for a three year period,
commencing January 1989, which may be extended upon the second and each
subsequent anniversary of the Severance Agreements for an additional year by
both of the boards of directors of FFC and the Bank. The Severance Agreements
have been extended through December 31, 1995. The executive officers who have
entered into such Severance Agreements are Mssrs. Peters, Salinger, Hammerling
and an officer of the Bank. In 1994, in the event of a change in control
resulting in a termination of employment, Mssrs. Peters, Salinger, and
Hammerling would receive $359,146, $293,406 and $255,219, respectively, under
the Severance Agreements.
Supplemental Executive Retirement Plan. Effective August 1, 1989, the
Board of Directors of First Financial Bank adopted a supplemental executive
retirement plan (the "SER Plan") to provide additional retirement benefits to
certain key employees selected by the compensation committee of the Bank.
Currently, the participants are Messrs. Seramur, Peters, Salinger, Hammerling
and one senior officer of the Bank. Under the SER Plan, participants receive
a monthly supplemental retirement benefit equal to 60% of the participant's
average monthly compensation received during the three calendar years of
employment in which the participant's annual compensation was at the highest
level ("Highest Average Compensation") less 50% of the participant's monthly
primary social security benefit, and less the monthly benefit payable under
the participant's regular employee profit sharing plan, and increased by
three-fourths of a percent (3/4%) for each year of service at the Bank in
excess of 25 (the "Supplemental Benefit"). In the event the participant
retires after reaching the age of 55 and completion of ten years of service
with the Bank, but before reaching the age of 62, the Supplemental Benefit
will be decreased by 2.5% for each full or partial year by which the
commencement of payment precedes the date of the participant's 62nd birthday.
If a participant terminates employment prior to retirement or death, the
Highest Average Compensation is multiplied by a fraction, the numerator of
which is the participant's actual years of service, not to exceed 25, and the
denominator of which is 25, prior to calculation of the Supplemental Benefit,
and benefit payments commence on the first day of the month following the date
on which the participant attains age 62 (unless termination is on account of
total permanent disability, in which case benefit payments commence
immediately.) If the participant's employment is terminated within 24 months
following a change in control (as defined in the Directors' Retirement Plan--
see "Election of Directors--Compensation of Directors--Directors' Retirement
Plan"), monthly benefits equal the actuarial equivalent of the Supplemental
Benefit, crediting the participant with seven years of service or the
participant's actual years of service, whichever is greater. In the event a
participant's employment terminates due to disability, retirement, death or a
change in control, he is 100% vested in his Supplemental Benefit. Otherwise,
a participant will become partially vested after three years of employment,
with such vested percentage increasing until fully vested after seven years of
employment. However, if a participant is terminated for cause as defined in
the SER Plan, both the participant and his beneficiary will forfeit any rights
to receive benefits under the SER Plan. In the Event of the participant's
death while employed by the Bank, or after the termination of employment but
before benefits begin under the SER Plan, the Bank will pay a survivor benefit
to the participant's beneficiaries approximately equal to the actuarial
equivalent lump sum present value of the participant's benefit under the SER
Plan. Supplemental Benefits under the SER Plan are paid in the form of a 10
year certain life annuity with payments continuing to a participant's
beneficiaries for the balance of the 10 year period if the participant dies
before receiving payments for 10 full years.
The Bank has purchased life insurance on the executives who participate
in the SER Plan in amounts such that if assumptions as to mortality
experience, policy dividends and other factors are realized, the benefits
payable under those insurance policies will reimburse to the Bank all premiums
paid and pay the participant all benefits under the SER Plan.
Based on most recent annual compensation levels, it is estimated that
the SER Plan would pay an annual retirement benefit at age 62 to Messrs.
Seramur, Peters, Salinger and Hammerling of $408,301, $118,128, $64,331 and
$77,481, respectively.
Report of the Compensation and Stock Option Committees
The Company's compensation program is administered by the compensation
committee comprised of five nonemployee members of the Bank's board of
directors. All decisions by the committee relating to the compensation of
executive officers are reviewed by the full board. In addition, the FFC stock
option committee, consisting of two disinterested nonemployee directors, makes
all decisions concerning stock option grants. The decisions of the stock
option committee are taken into account by the compensation committee in the
course of its analysis of appropriate compensation levels.
The Company's executive compensation program provides competitive levels
of compensation designed to integrate pay with the Company's annual and long
term performance goals. Underlying this objective are the following concepts:
supporting an individual pay-for-performance policy that differentiates
compensation levels based on corporate, business unit, and individual
performance; motivating key senior officers to achieve strategic business
objectives and rewarding them for that achievement; providing compensation
opportunities which are competitive to those offered in the marketplace, thus
allowing the Company to compete for and retain talented executives who are
critical to the Company's long term success; and aligning the interest of
executives with the long term interests of the Company's stockholders.
Executive compensation consists of four components: base salary; annual
incentive bonus; stock options; and executive benefits.
Base Salary. Base salaries for executive officers were reviewed in
detail by the compensation committee at its November 1992 meeting. The
committee compared the executives officers' 1992 base salaries with those paid
to executives of companies with assets of $2 to $5.9 billion as reflected in
the 1992 Wyatt/Cole Financial Institutions Compensation Survey, which showed
that the executives' base salaries ranged from the 25th to the 75th percentile
for comparable positions other than CEO. The committee concluded that FFC's
executives should be positioned nearer to the top of the comparison range
based on the Company's record 1992 performance, including growth in assets (up
21%), income (up 73%), nonperforming assets (down 29%), return on assets (up
36%), return on shareholder's equity (up 33%) and earnings per share (up 79%).
Based on these considerations, the committee determined that 1993 base
salaries for the named executive officers should be increased by approximately
20% from 1992 levels.
Incentive Bonus. The bonus component is calculated upon a formal
written plan which has been in place since 1988. It is structured to pay
bonuses only upon fulfillment of predetermined corporate, business unit, and
individual goals. Annual bonus payouts range from 10% of base pay for bank
assistant vice presidents to 40% for the CEO. Full bonus payouts are made
only if the company's core income targets are exceeded and all business unit
and individual goals are met. Extraordinary or one-time earnings, or earnings
based upon unbudgeted acquisition activity, are not taken into account.
Partial payouts of bonuses are available if 80% or more of budgeted core
profitability is attained. The Company profit goal is aggressively set each
year and as a result bonus payouts from 1988 through 1991 were paid at only
partial levels even though record profits were achieved by the Company in
those years. At its November 1993 meeting the compensation committee
determined that bonuses for fiscal 1993 would be paid at full or nearly full
levels based on the Company's record core earnings which significantly
exceeded budgeted levels. In order to receive a full bonus payout, the
executive must have substantially accomplished his individual and business
unit goals, which varied from executive to executive.
Stock Options. To encourage growth and shareholder value, stock options
are granted under the Company's option plans to key management personnel who
are in a position to make substantial contributions to the long-term success
of the Company. The option committee believes that this focuses attention on
managing the Company from the perspective of an owner with an equity state in
the business. In view of the substantial increase in 1993 base salaries, as
well as the number of options granted in prior years to executive officers,
the option committee determined that proper incentives were already in place
and therefore no further options would be granted to executive officers during
1993.
Executive Benefits. Like all Company employees, the named executive
officers participate in the FFC Profit Sharing Plan. In view of the Company's
record profits, the compensation committee made a 1993 year-end contribution
to the Profit Sharing Plan at a level near the maximum permitted by federal
law. The committee also provided benefits to several of the named executive
officers under the Executive Profit Sharing Plan as reflected herein in the
Summary Compensation Table at page 9. In addition, the named executive
officers receive all normal employee fringe benefits as well as supplementary
retirement benefits designed to encourage them to remain with the Company for
a long-term basis. For example, the supplementary executive life insurance
and retirement plans provide for full benefits at age 62 but contain
provisions for substantial reductions in benefits if an executive officer
leaves the Company prior to normal retirement age.
CEO Compensation. As noted above, the compensation committee evaluated
comparable survey data as well as the Company's record performance when
setting Mr. Seramur's 1993 base salary. Based on the growth of the Company
and the continued improvements in all profitability measurements during fiscal
1992, as well as the substantial progress made in reducing nonperforming
assets (to 0.76% of assets) and improvement in the efficiency ratio (which
measures controllable overhead expenses as a percentage of recurring income),
the committee determined that Mr. Seramur's base salary should be positioned
in the upper range of his peers to properly reflect the Company's standing.
As a result, the committee approved an increase in Seramur's base salary to
$600,000.
As noted, payment under the Company's Incentive Bonus Plan is based on
the accomplishment of individual and corporate goals. Mr. Seramur's
individual goals were established at the beginning of 1993 relating to company
profitability, return on equity, return on assets, and dividends paid to
stockholders. The goals established by the committee were consistent with the
stated corporate goals reflected in the Company's Annual Report to
Shareholders. It was determined that all of the individual and corporate
goals had been substantially met, and therefore a full payout of 40% of base
salary ($240,000) would be made to Mr. Seramur. Since net income goals were
exceeded by a significant margin in 1993, the committee also approved a
discretionary bonus (available under the Plan) of $20,000 to reflect the
increased results.
The compensation committee believes Mr. Seramur's leadership has
positioned the Company as an industry leader and it has established its
compensation package accordingly. The committee believes the package is
competitive with other industry leaders and appropriately rewards Mr. Seramur
for the results he has achieved.
Respectfully submitted,
Option Committee Compensation Committee
Norman L. Wanta, Chairman John H. Sproule, Chairman
Gordon M. Haferbecker Robert S. Gaiswinkler
Paul C. Kehrer
Ignatius H. Robers
Ralph R. Staven
Compensation Committee Interlocks and Inside Participation
Certain members of the compensation committee are former officers of the
Bank or predecessors of the Bank. Compensation committee members Paul C.
Kehrer, Ralph R. Staven and Robert S. Gaiswinkler formerly served as officers
of the Bank or predecessors to the Bank prior to 1985, 1988 and 1993,
respectively.
Stock Performance Chart
The following chart compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five fiscal years ended December 31, 1993 with the cumulative total return on
the S&P 500 Index and the S & P Financial Index. The comparison assumes $100
was invested on December 31, 1988 in the Company's Common Stock and in each of
the foregoing indices and assumes reinvestment of dividends.
[Stock Performance Chart shows the following
performance graph plot points:]
First Financial S&P Financial S&P 500
Year Corporation Index Index
1988 100 100 100
1989 130 132 132
1990 94 104 127
1991 207 157 166
1992 429 193 179
1993 625 215 197
Officer, Director, and Employee Mortgages
First Financial Bank offers loans to its officers, directors, and
employees. Loans are made under substantially the same terms and conditions
as those prevailing at the time for comparable transactions with non-
affiliated persons. Pursuant to the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), which became effective on August 9,
1989, loans made by the Bank to its executive officers and directors must
comply with the requirements of Section 22(h) of the Federal Reserve Act.
Among other things, Section 22(h) prohibits the Bank from making a loan to any
executive officer or director on preferential terms, i.e., terms that would
not be offered to an unaffiliated borrower of comparable credit standing
seeking a comparable loan. The management of the Bank believes that all loans
to FFC's directors and executive officers were made in the ordinary course of
business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions
with other persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features and comply with
applicable regulatory requirements.
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
(Item 2 on Proxy)
As set forth in Article 4 of FFC's Articles of Incorporation, the
capital stock which the Company currently has authority to issue consists of
30,000,000 shares of common stock, par value $1.00 per share, and 3,000,000
shares of serial preferred stock, par value $1.00 per share. The proposed
amendment to Article 4 is to increase the number of authorized shares of
common stock to 75,000,000 shares. Such increase will be effected by amending
the first sentence of Article 4 of FFC's Articles of Incorporation to read as
follows:
"The total number of shares of all classes of the capital stock
which the Corporation has authority to issue is seventy-eight
million (78,000,000) of which seventy-five million (75,000,000)
shall be common stock, $1.00 par value per share, amounting in the
aggregate to seventy-five million dollars ($75,000,000), and three
million (3,000,000) shall be serial preferred stock, $1.00 par
value per share, amounting in the aggregate to three million
dollars ($3,000,000)."
Of the 30,000,000 presently authorized shares of common stock,
23,586,827 shares were outstanding on December 31, 1993 and 784,500 shares
were reserved for issuance under the FFC Stock Option Plan, as amended. In
addition, 938,387 shares of common stock were issued on or about February 26,
1994 in connection with FFC's acquisition of NorthLand Bank of Wisconsin,
S.S.B. Accordingly, approximately 4,690,286 shares remained available for
issuance. No shares of serial preferred stock are outstanding.
Although FFC has no present intention of issuing additional shares of
common stock, the board of directors believes that the increased number of
authorized shares of common stock will benefit FFC by making a sufficient
number of shares available in the future for use in connection with possible
stock dividends or stock splits, the raising of additional capital through a
potential underwritten public offering, and possible future mergers or
acquisitions. The unissued and unreserved shares of common stock will be
available for issue for any proper corporate purpose, as authorized from time
to time by the board of directors, without further approval by the
stockholders of FFC unless otherwise required by law or the rules of the
National Association of Securities Dealers, Inc. ("NASD") or any stock
exchange on which the Company's securities may then be listed. The current
rules of the NASD require stockholder approval by issuers of NASDAQ National
Market System designated securities, on which the Company's common stock is
currently traded, as to the issuance of shares of common stock or securities
convertible into common stock in several instances, including stock option or
purchase plans for directors or officers where the securities that may be
issued exceed the lesser of 1% of the number of shares of common stock, 1% of
the voting power outstanding or 25,000 shares, actions resulting in a change
of control of the company, acquisition transactions involving directors,
officers or substantial security holders where the present or potential
issuance of such securities could result in an increase in outstanding common
shares of 5% or more, acquisition transactions generally where the present or
potential issuance of such securities could result in an increase in
outstanding shares of 20% or more, and certain other sales or issuances of
common stock (or securities convertible into or exercisable for common stock)
in a non-public offering equal to 20% or more of the voting power outstanding
before the issuance for less than the greater of book or market value of the
stock. Exceptions to these rules may be made upon application to the NASD
when (i) the delay in securing stockholder approval would seriously jeopardize
the financial viability of the enterprise and (ii) reliance by the Company on
this exception is expressly approved by the Company's audit committee or a
comparable body. The availability of additional common shares for issue,
without the delay and expense of obtaining the approval of stockholders at a
special meeting, will afford the Corporation greater flexibility in acting
upon proposed transactions. Stockholders of FFC do not have any preemptive
rights to purchase additional shares of common stock of FFC, whether now or
hereafter authorized. Issuance of additional shares by FFC therefore may have
a dilutive effect on existing stockholders.
In the event of a proposed merger, tender offer or other attempt to gain
control of FFC of which management does not approve, it might be possible for
the board of directors to authorize the issuance of shares of common stock in
a transaction that could have the effect of frustrating or impeding such
takeover attempt. In addition, if the board of directors decides at some
future date to adopt and implement a share purchase rights plan, which would
be designed to deter a non-negotiated attempt to gain control of FFC, the
board could authorize the issuance of shares of common stock in connection
with such plan. The board of directors is not aware of any specific effort to
accumulate FFC's common stock in order to obtain control of FFC by means of a
merger, tender offer or otherwise, and has no present intention of adopting a
share purchase rights plan.
The affirmative vote of not less than two-thirds of the total votes
eligible to be cast at the Annual Meeting is required to adopt the proposed
amendment to Article 4 of FFC's Articles of Incorporation. If approved by
stockholders, the proposed amendment to Article 4 will become effective upon
filing of the amendment with the Office of the Secretary of State of
Wisconsin. Your Board recommends that you vote FOR the adoption of such
amendment.
SECTION 16(a) DISCLOSURE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that during
fiscal 1993 all filing requirements applicable to its executive officers,
directors and greater than ten percent beneficial owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has renewed the appointment of Ernst & Young to
act as FFC's independent public accountants for 1994. Representatives of
Ernst & Young will be present at the Annual Meeting. They will be given an
opportunity to make a statement if they desire to do so and will be available
to respond to appropriate questions.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE INCLUDED IN PROXY MATERIALS
Any stockholder of FFC who intends to present a proposal for action at
the 1995 annual meeting of stockholders must forward a copy of the proposal or
proposals to FFC's corporate offices. Any such proposal or proposals intended
to be presented at the 1995 annual meeting and included in FFC's proxy
statement and form of proxy relating to that meeting must be received by FFC
by November 21, 1994.
The bylaws of FFC provide that any director nominations and new business
submitted by shareholders must be filed with the secretary of FFC at least 30
business days prior to the date of the meeting. If notice of the meeting is
given less than 45 days before the meeting, such submissions must be filed not
later than 15 days after notice of the meeting is given.
OTHER BUSINESS TO BE TRANSACTED
As of the date of this proxy statement, the Board of Directors of FFC
knows of no other business which may come before the Annual Meeting. If any
other business is properly brought before the Annual Meeting, it is the
intention of the proxy holders to vote or act in accordance with their best
judgment with respect to such matters.
By order of the Board of Directors of
FIRST FINANCIAL CORPORATION
/s/ Robert S. Gaiswinkler
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 21, 1994