OHSL
FINANCIAL CORP.
March 17, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of OHSL
Financial Corp. (the "Corporation"), we cordially invite you to
attend the Annual Meeting of Stockholders of the Corporation. The
Meeting will be held at 2:00 p.m., Cincinnati, Ohio time, on April
15, 1999, at Dante's Restaurant, Rybolt Road, Cincinnati, Ohio.
In addition to the election of three directors of the
Corporation, stockholders are being asked to ratify the
appointment of Crowe, Chizek and Company LLP as auditors for the
Corporation. Accordingly, your Board of Directors unanimously
recommends that you vote FOR each of these proposals.
Whether or not you plan to attend the meeting in person,
please read the enclosed Proxy Statement and then complete, sign
and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save
the Corporation 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/Norbert G. Brinker /s/ Kenneth L. Hanuaer
NORBERT G. BRINKER KENNETH L. HANAUER
Chairman of the Board President and Chief
Executive Officer
OHSL FINANCIAL CORP.
5889 Bridgetown Rd.
Cincinnati, Ohio 45248
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 15, 1999
Notice is hereby given that the Annual Meeting of
Stockholders (the "Meeting") of OHSL Financial Corp. (the
"Corporation") will be held at 2:00 p.m., Cincinnati, Ohio time,
on April 15, 1999, at Dante's Restaurant, Rybolt Road, Cincinnati,
Ohio.
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 three directors of the Corporation;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP as auditors of the Corporation for the fiscal year
ending December 31, 1999, 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 any one of 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 March 4, 1999
are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof.
A complete list of stockholders entitled to vote at the
Meeting will be available for examination by any stockholders for
any purpose relevant to the Meeting during regular business hours
at the branch office of the Company located at 6581 Harrison
Avenue, Cincinnati, Ohio 45247 for a period of 10 days prior to
the Meeting.
You are requested to complete, sign and date the enclosed
proxy, which is solicited on behalf of the Board of Directors, and
to mail it promptly in the enclosed postpaid return 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/ Marilyn R. Wieland
Marilyn R. Wieland
Secretary
Cincinnati, Ohio
March 17, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT
THE MEETING. A PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
PROXY STATEMENT
OHSL FINANCIAL CORP.
5889 Bridgetown Road
Cincinnati, Ohio 45248
ANNUAL MEETING OF STOCKHOLDERS
April 15, 1999
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
OHSL Financial Corp. (the "Corporation") to be used at the Annual
Meeting of Stockholders of the Corporation (the "Meeting"), to be
held at Dante's Restaurant, Rybolt Road, Cincinnati, Ohio, on
April 15, 1999, at 2:00 p.m., Cincinnati, Ohio time and at all
adjournments or postponements of the Meeting. The accompanying
Notice of Meeting, proxy card and this Proxy Statement are first
being mailed to stockholders on or about March 17, 1999. Certain
information provided herein relates to Oak Hills Savings and Loan
Company, F.A. ("Oak Hills" or the "Company"), the wholly owned
subsidiary and the predecessor of the Corporation.
At the Meeting, the stockholders of the Corporation are being
asked to consider and vote upon the election of three directors of
the Corporation and to ratify the appointment of Crowe, Chizek and
Company LLP as the Corporation's independent auditors for the
fiscal year ending December 31, 1999.
Voting Rights and Proxy Information
All shares of common stock, par value $.005 per share, of the
Corporation (the "Common Stock") represented at the Meeting by
properly executed proxies received prior to or at the Meeting, and
not revoked, will be voted at the Meeting in accordance with the
instructions thereon. If no instructions are indicated, properly
executed proxies will be voted FOR election of the nominees for
director named herein and FOR the proposal to ratify the
appointment of Crowe, Chizek and Company LLP. The Corporation does
not know of any matters, other than as described in the Notice of
Meeting, that are to come before the Meeting. If any other matters
are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy will have the discretion to
vote on such matters in accordance with their best judgment.
A proxy given pursuant to this solicitation may be revoked at
any time before it is voted. Proxies may be revoked by: (1) filing
with the Secretary of the Corporation 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 Corporation at or before
the Meeting; or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a
proxy should be delivered to Marilyn R. Wieland, Secretary, OHSL
Financial Corp., 6581 Harrison Avenue, Cincinnati, Ohio 45247.
Proxies marked as abstaining will be treated as present for
purposes of determining a quorum at the Meeting, but will not be
counted as voting on any matter as to which abstinence is
indicated. Proxies returned by brokers as "non-votes" on behalf of
shares held in street name, because beneficial owners' discretion
has been withheld as to one or more matters on the agenda for the
Meeting, will not be treated as present for purposes of
determining a quorum for the Meeting unless they are voted by the
broker on at least one matter on the agenda. Such non-voted shares
will not be counted as voting on any matter as to which a non-vote
is indicated on the broker's proxy.
Voting Required for Approval of Proposals
Directors shall be elected by a plurality of the shares
present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. The ratification of
the appointment of Crowe, Chizek and Company LLP as auditors for
the fiscal year ending December 31, 1999 requires the affirmative
vote of the holders of a majority of the shares actually voted on
such proposal.
Voting Securities and Principal Holders Thereof
As of February 28, 1999, the Corporation had 2,465,522 shares
of Common Stock issued and outstanding. The following table sets
forth information regarding share ownership as of February 28,
1999 of: (i) the Corporation's Chief Executive Officer and (ii)
all directors and executive officers as a group. No persons or
entities are known by management to beneficially own more than
five percent of the Corporation's Common Stock.
Beneficial Owner Shares Beneficially Owned Percent of Class
Kenneth L. Hanauer
President and Chief
Executive Officer(1) 116,656 4.56%
Directors and Executive
Officersof the
Corporation and the
Company as a group
(14 persons)(2) 551,364 21.57%
(1) As well as shares held directly, the amount reported also
includes 38,264 shares subject to options granted to Mr.
Hanauer.
(2) This amount includes shares held directly, as well as 90,362
shares subject to options granted under the Stock Option
Plan, shares held by certain members of the named
individuals' families, or held by trusts of which the named
individual is a trustee or substantial beneficiary, with
respect to which shares the respective directors and
officers may be deemed to have sole or shared voting and
investment power. Shares held by Emeritus Directors are
included in the above total.
I. ELECTION OF DIRECTORS
General
The Corporation's Board of Directors currently consists of
eight members. Each of the directors of the Corporation has served
in such capacity since its incorporation in October 1992. The
Board is divided into three classes, each of which contains
approximately one-third of the Board. Approximately one-third of
the directors are elected annually. Directors of the Corporation
are generally elected to serve for a three-year period or until
their respective successors are elected and qualified.
The table below sets forth certain information, as of
February 28, 1999, regarding the composition of the Corporation'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 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 nominee and any other person pursuant
to which the nominee was selected.
Shares of
Position(s) Held Common
in the Term Stock Percent
Corporation Director to Beneficially of
Name Age(1) and Company Since(2) Expire Owned(3) Class
NOMINEES
Thomas M. Herron 50 Director 1992 1999 14,092 0.55%
William R. Hillebrand 76 Director 1948 1999 49,294 1.93%
Joseph J. Tenoever 72 Director 1973 1999 32,670 1.28%
DIRECTORS CONTINUING IN OFFICE
Norbert G. Brinker 81 Chairman of the
Board 1955 2001 29,694 1.16%
Kenneth L. Hanauer 49 President, Chief
Executive Officer
and Director of the
Corporation and the
Company 1988 2000 116,656 4.56%
Alvin E. Hucke 76 Director 1968 2001 48,064 1.88%
Thomas E. McKiernan 58 Director 1992 2000 29,692 1.16%
Howard H. Zoellner 77 Director 1965 2000 24,672 0.97%
<FN>
(1) At December 31, 1998.
(2) Includes service as a director of the Company.
(3) Amounts include shares held directly, as well
as shares which are held in retirement accounts,
or held by certain members of the named individuals'
families, or held by trusts of which the named
individual is a trustee or substantial beneficiary
with respect to which shares the respective
directors may be deemed to have sole or shared
voting and/or investment power. Amounts shown
include shares which may be acquired upon the
exercise of options outstanding under the
Company's Stock Option Plan, as follows:
Mr. Herron, 10,852 shares; Mr. Tenoever, 10,852
shares; Mr. Hanauer, 38,264 shares;
Mr. McKiernan, 7,234 shares; and
Mr. Zoellner, 7,852 shares.
No member of the Board of Directors is related to any other
member of the Board of Directors and no member of the Board of
Directors is a member of a group which includes any other member
of the Board of Directors for purposes of the Savings and Loan
Holding Company Act and the Securities Act of 1933, as amended.
The business experience of each director of the Corporation
is set forth below. All directors have held their present position
for at least five years unless otherwise indicated.
Norbert G. Brinker. Mr. Brinker is the Chairman of the Board
of the Company, a position he has held since 1963. Mr. Brinker was
appointed Chairman of the Board of the Corporation in October,
1992. Mr. Brinker served as President of the Company from 1961 to
1981 and as Chief Executive Officer from 1963 until his retirement
in 1987. Mr. Brinker initially joined the Company in 1954.
Kenneth L. Hanauer. Mr. Hanauer has been Executive Vice
President and Chief Executive Officer of the Company since 1987
and President and Chief Executive Officer of the Corporation since
October, 1992. Mr. Hanauer was elected President of the Company in
December, 1994. Mr. Hanauer served as Vice President and Treasurer
from 1985 to 1987. As President and Chief Executive Officer of the
Company, Mr. Hanauer is responsible for directing the Company's
operations and establishing strategies and policies designed to
achieve goals set by the Company's Board of Directors. Mr. Hanauer
joined the Company in 1978, assuming the duties of Treasurer in
1979.
Thomas M. Herron. Mr. Herron is currently an Operations
Manager for the International Division of Michelman, Inc., a
chemical manufacturing company located in Cincinnati, Ohio, a
position he has held since 1988. Mr. Herron was an international
banking officer for The Central Trust Co., N.A. from 1985 to 1988.
William R. Hillebrand. Mr. Hillebrand is currently retired.
Mr. Hillebrand served as President of the Company from January
1982 through December, 1994. Mr. Hillebrand did not receive a
salary as President. Prior to serving as President of the Company,
Mr. Hillebrand served as President of Rosemont Savings Association
from 1966 until it merged with the Company in 1981. Mr. Hillebrand
retired in 1985 from the Andrew Jergens Company, a
Cincinnati-based consumer products company. Mr. Hillebrand was
appointed as Vice-Chairman of the Board of Directors of the
Company in December, 1994.
Alvin E. Hucke. Mr. Hucke is currently retired. From 1973 to
1984, Mr. Hucke served as President and director of Bishopric
Products Co., a steel plate fabrication company located in
Cincinnati, Ohio.
Thomas E. McKiernan. Mr. McKiernan is the Associate Principal
and Treasurer of Seton High School, a position he has held since
1969. As Associate Principal, Mr. McKiernan is responsible for the
supervision of the business management, development and community
relations departments.
Joseph J. Tenoever. Mr. Tenoever is retired from his position
as Vice President in charge of the Executive and Professional
Banking Department of The Central Trust Co., N.A., located in
Cincinnati, Ohio, a position he held from 1988 to 1990. Mr.
Tenoever previously served as Vice President of Central Trust,
where he was a loan officer in the commercial lending department.
Howard H. Zoellner. Mr. Zoellner is retired from his position
as an accountant with Bucher & Company, Inc., an accounting firm
located in Cincinnati, Ohio, a position he has held since 1990.
Prior to such time, Mr. Zoellner operated his own accounting
practice in Cincinnati, Ohio for over 30 years.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Corporation. Meetings of the
Corporation's Board of Directors are generally held on a monthly
basis. During the fiscal year ended December 31, 1998, the Board
of Directors met 14 times. During fiscal 1998, all incumbent
directors attended at least 75% of the total number of Board
meetings and the total number of Committee meetings on which the
Director served. Directors of the Corporation who are officers of
the Corporation are not paid for Board or Committee meetings
attended.
The Board of Directors of the Corporation has a standing
Stock Option Committee. The Stock Option Committee is composed of
Messrs. Tenoever, Brinker, Hucke, McKiernan and Zoellner. This
Committee is responsible for administering the Corporation's Stock
Option Plan. This Committee met 7 times during the year ended
December 31, 1998.
The entire Board of Directors acts as a nominating committee
for selecting nominees for election as directors. While the Board
of Directors of the Corporation will consider nominees recommended
by stockholders, the Board has not actively solicited such
nominations. Pursuant to the Corporation's Bylaws, nominations by
stockholders must be delivered in writing to the Secretary of the
Corporation at least 30 days before the date of the Meeting.
Meetings and Committees of the Company. Meetings of the
Company's Board of Directors are generally held on a monthly
basis. The Board of Directors met 14 times during the year ended
December 31, 1998. During 1998, 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.
For the year ended December 31, 1998, active directors
received fees of $14,700 per year, with the exception of the
Chairman of the Board ($18,600), the Vice-Chairman ($18,600) and
Mr. Hanauer, who receives no meeting fees. Emeritus directors
receive fees of $10,800 per year. Directors were not paid fees for
committee service in 1998. The Company's Board of Directors has a
number of standing committees, including, among others, an
Executive Committee, a Compensation Committee and an Audit
Committee.
The Executive Committee is comprised of Messrs. Brinker,
Hanauer, Hillebrand and, on an alternating basis, at least one of
the Company's other directors. The Executive Committee meets as
needed to review loan applications presented by the lending
department and exercises the power of the full Board of Directors
between Board meetings. The Executive Committee met 19 times
during 1998.
The Compensation Committee meets at least once per year to
review and set salaries for the management of the Company. The
Compensation Committee consists of Messrs. Tenoever, Brinker and
McKiernan (Chair). The Compensation Committee met 1 time during
1998.
The Audit Committee meets every other month to review points
covered in the audit report prepared by the Company's internal
auditor. They also recommend policy and procedural changes to the
Board of Directors. This Committee recommends the accounting firm
for approval by the Board of Directors to perform the Company's
annual audit and acts as the liaison between the auditors and the
Board. Members of the Audit Committee include Messrs. Herron
(Chair), Brinker, Hillebrand and Zoellner. During 1998, the Audit
Committee met 6 times.
Executive Compensation
The Corporation's officers did not receive any compensation
from the Corporation for services performed in their capacities as
officers of the Corporation. The Corporation reimburses the
Company for the pro rata share of management time spent on OHSL
matters.
The following table sets forth information regarding
compensation paid or accrued by the Company to its President and
Chief Executive Officer (the "named executive officer") for
services rendered during the periods indicated. No executive
officer other than the named executive earned in excess of
$100,000 during the twelve months ended December 31, 1998.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation(1) Awards
Restricted
Name and Stock Option/ All Other
Principal Salary Bonus Other Annual Award(s) SARS Compensation
Position Year ($) ($) Compensation(2) ($) (#) ($)(3)
Kenneth L. Hanauer 1998 $143,300 - $38,328 - - $ 8,619
President and 1997 $139,100 - $40,386 - - $ 8,000
Chief Executive 1996 $130,000 - $31,603 - - $ 9,144
Officer
<FN>
(1) No amounts were paid to Mr. Hanauer in his capacity
as a director.
(2) Represents the value of shares allocated to Mr. Hanauer
under the Company's Employee Stock Ownership Plan, based on
the closing price of such shares on December 31 of each
respective year.
(3) Represents contribution by employer to Company's Savings
and Retirement 401(k) Plan.
No options or stock appreciation rights were granted to
the named executive in 1998. The following sets forth certain
information concerning the number and value of stock options
at December 31, 1998 held by Mr. Hanauer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Value of
Number of Unexercised
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)(1)
Shares
Acquired
on Value
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
Kenneth L. Hanauer 4,000 $35,500 38,264 0 $339,593 $0
<FN>
(1) Represents the aggregate market value of the
option granted (market price of Common Stock less
exercise price) based upon the closing price of
$13.875 of the Common Stock on December 31, 1998,
as reported on the Nasdaq System.
/TABLE
Certain Relationships and Related Transactions
The Company has followed a policy of granting loans to
eligible directors, officers, employees and members of their
immediate families for the financing of their personal residences
and for consumer purposes. All such loans except as described
below, to directors and senior officers (vice presidents and
above) are required to be made in the ordinary course of business
and on the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions and do
not involve more than the normal risk of collectability.
Adjustable rate residential and consumer loans to full-time
employees (other than senior officers) are made at reduced
interest rates based on a margin above the Company's cost of funds
so long as they remain employees of the Company. At December 31,
1998 loans to directors, officers and employees totaled $0.9
million or 3.4% of OHSL's stockholders' equity.
All loans by the Company to its senior officers and directors
are subject to Office of Thrift Supervision ("OTS") regulations
restricting loans and other transactions with affiliated persons
of the Company. Federal law prohibits a savings association from
making loans to its senior officers and directors at favorable
rates or on terms not comparable to those prevailing to the
general public.
II. RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Corporation's
arrangement for Crowe, Chizek and Company LLP to be its auditors
for the 1999 fiscal year, subject to the ratification of the
appointment by the Corporation'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 or she so desires.
The Board of Directors recommends that stockholders vote
"FOR" the ratification of the appointment of Crowe, Chizek and
Company LLP as the Corporation's auditors for the twelve months
ending December 31, 1999.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE PRESENTED AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at theCorporation's offices at 5889 Bridgetown Road,
Cincinnati, Ohio 45248, no later than November 16, 1999. Any such
proposals shall be subject to the requirements of the proxy rules
adopted under the Securities Exchange Act of 1934.
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than the matters described in this Proxy
Statement. However, if any other matters should properly come
before the 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
Corporation. The Corporation 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 OHSL's Common Stock. In addition to solicitation by
mail, directors and officers of the Corporation and regular
employees of the Company may solicit proxies personally or by
telephone, without additional compensation.
By Order of the Board of Directors
/s/ Marilyn R. Wieland
Marilyn R. Wieland
Secretary
Cincinnati, Ohio
March 17, 1999