SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: Yes.
Filed by a Party other than the Registrant: No.
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
LOGANSPORT FINANCIAL CORP.
(Name Of Registrant As Specified In Its Charter)
LOGANSPORT FINANCIAL CORP.
(Name of Person(s) Filing Proxy Statement)
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: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(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): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(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. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO] LOGANSPORT FINANCIAL CORP.
723 East Broadway
Logansport, Indiana 46947
(219) 722-3855
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held On April 11, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
Logansport Financial Corp. (the "Holding Company") will be held at the Holding
Company's office at 723 East Broadway, Logansport, Indiana, on Tuesday, April
11, 2000, at 2:00 p.m., Eastern Standard time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of one director of the Holding Company
for a term expiring in 2003.
2. Other Business. Such other matters as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on February 10, 2000, are
entitled to vote at the meeting or any adjournment thereof.
We urge you to read the enclosed Proxy Statement carefully so that you may
be informed about the business to come before the meeting, or any adjournment
thereof. At your earliest convenience, please sign and return the accompanying
proxy in the postage-paid envelope furnished for that purpose.
A copy of our Annual Report for the fiscal year ended December 31, 1999, is
enclosed. The Annual Report is not a part of the proxy soliciting material
enclosed with this letter.
By Order of the Board of Directors
/s/ Thomas G. Williams
Thomas G. Williams, President and
Chief Executive Officer
Logansport, Indiana
March 8, 2000
IT IS IMPORTANT THAT THE 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.
LOGANSPORT FINANCIAL CORP.
723 East Broadway
Logansport, Indiana 46947
(219) 722-3855
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PROXY STATEMENT
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FOR
ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
This Proxy Statement is being furnished to the holders of common stock,
without par value (the "Common Stock"), of Logansport Financial Corp. (the
"Holding Company"), an Indiana corporation, in connection with the solicitation
of proxies by the Board of Directors of the Holding Company to be voted at the
Annual Meeting of Shareholders to be held at 2:00 p.m., Eastern Standard time,
on April 11, 2000, at the Holding Company's office at 723 East Broadway,
Logansport, Indiana, and at any adjournment of such meeting. The principal asset
of the Holding Company consists of 100% of the issued and outstanding shares of
common stock, $.01 par value per share, of Logansport Savings Bank, FSB
("Logansport Savings"). This Proxy Statement is expected to be mailed to the
shareholders on or about March 8, 2000.
The proxy solicited hereby, if properly signed and returned to the Holding
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for each of the matters described below and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Holding Company
written notice thereof (Dottye Robeson, 723 East Broadway, Logansport, Indiana
46947), (ii) submitting a duly executed proxy bearing a later date, or (iii) by
appearing at the Annual Meeting and giving the Secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only at
the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on February 10, 2000
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,130,510 shares of the Common Stock issued and
outstanding, and the Holding Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. The holders of
over 50% of the outstanding shares of Common Stock as of the Voting Record Date
must be present in person or by proxy at the Annual Meeting to constitute a
quorum. In determining whether a quorum is present, shareholders who abstain,
cast broker non-votes, or withhold authority to vote on one or more director
nominees will be deemed present at the Annual Meeting.
The following table sets forth certain information regarding the beneficial
ownership at the Common Stock as of February 10, 2000, by each person who is
known by the Holding Company to own beneficially 5% or more of the Common Stock.
Unless otherwise indicated, the named beneficial owner has sole voting and
dispositive power with respect to the shares.
Number of Shares of
Name and Address of Common Stock Percent of
Beneficial Owner (1) Beneficially Owned Class (2)
-------------------- ------------------- -------------
Friedman, Billings, Ramsey Group, Inc. (3) 61,400 5.43%
Eric F. Billings
Emanuel J. Friedman
W. Russell Ramsey
1001 19th Street North
Arlington, Virginia 22209-1710
Bay Pond Partners, L.P. (4) 57,200 5.06%
Wellington Management Company, LLP
Wellington Hedge Management LLC
Wellington Hedge Management, Inc.
75 State Street
Boston, Massachusetts 02109
John Hancock Advisers, Inc. (5) 77,500 6.86%
John Hancock Mutual Life Insurance Company
John Hancock Subsidiaries, Inc.
The Berkeley Financial Group
101 Huntington Avenue
Boston, Massachusetts 02199
(1) The information in this chart is based on Schedule 13D and 13G Reports
filed by the above-listed persons with the Securities and Exchange
Commission (the "SEC") containing information concerning shares held by
them, and information provided to the Holding Company after such filing was
made. It does not reflect any changes in those shareholdings which may have
occurred since the date of such information provided to the Holding
Company.
(2) Based upon 1,130,510 shares of Common Stock outstanding which does not
include options for 125,915 shares of Common Stock granted to certain
directors, officers and employees of the Holding Company and Logansport
Savings.
(3) A Schedule 13G was filed by these persons indicating that they share
dispositive and voting power with respect to these shares. Friedman,
Billings, Ramsey Group, Inc. controls FBR Fund Advisers, Inc., which acts
as adviser to the FBR Family of Funds which may beneficially own over 5% of
the Holding Company's outstanding shares.
(4) In Schedules 13G and 13D filed with the SEC, the entities listed above
indicate they may be the beneficial owners of the foregoing shares and that
over 5% of the Holding Company's outstanding shares may be deemed to be
beneficially owned by the Bay Pond Partners, L.P. ("Bay Pond"), a Delaware
limited partnership. Any shares not beneficially owned by Bay Pond may be
held by other clients of Wellington Management Company, LLP ("WMC"), a
Massachusetts limited partnership and a registered investment adviser.
WMC's clients share with WMC investment and voting power with respect to
the shares held by those clients. Bay Pond also shares dispositive power
with respect to certain shares with Wellington Hedge Management LLC
("WHM"), a Massachusetts limited liability company, which is the sole
general partner of Bay Pond, and with Wellington Hedge Management, Inc., a
Massachusetts corporation, which is the managing member of WHM.
(5) In a Schedule 13G amendment filed with the SEC, the entities listed above
indicate they may be the beneficial owners of the foregoing shares, which
are held by the John Hancock Regional Bank Fund, a registered investment
company. John Hancock Advisers, Inc. ("Advisers") acts as investment
adviser to that fund. The other entities listed above are parent company
affiliates of Advisers. Advisers has sole power to vote and dispose of the
shares.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors consists of six members. The By-Laws provide that
the Board of Directors is to be divided into three classes as nearly equal in
number as possible. The members of each class are to be elected for a term of
three years and until their successors are elected and qualified. One class of
directors is to be elected annually. The one nominee for election as a director
this year is William Tincher, Jr., who currently serves as a director whose term
will expire upon the completion of the election at the Annual Meeting. Mr.
Tincher has been nominated to serve for a three-year term ending in 2003.
Messrs. Donald G. Pollitt and Norbert E. Adrian retired from the Board in April
and May, 1999, respectively.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees listed below. If any
person named as a nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxy holders will nominate and vote for a
replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why the nominees listed below may not be
able to serve as directors if elected.
The following table sets forth certain information regarding the nominees
for the position of director of the Holding Company and each director continuing
in office after the Annual Meeting, including the number and percent of shares
of Common Stock beneficially owned by such persons as of the Voting Record Date.
Unless otherwise indicated, each director or nominee has sole investment and/or
voting power with respect to the shares shown as beneficially owned by him. No
nominee for director or director is related to any other nominee for director,
director, or executive officer of the Holding Company by blood, marriage, or
adoption, and there are no arrangements or understandings between any nominee
and any other person pursuant to which such nominee was selected. The table also
sets forth the number of shares of Holding Company Common Stock beneficially
owned by all directors and executive officers of the Holding Company as a group.
Director Common Stock
Director of of the Beneficially
Expiration of Logansport Holding Owned as of
Term as Savings Company February 10, Percentage
Name Director Since Since 2000 (1) of Class
- ------------------------------------------------------------------------------------------------------------------
Director Nominees
- -----------------
William Tincher, Jr. 2003 1994 1995 23,794(2) 2.1%
Directors
Continuing in Office
- --------------------
Charles J. Evans 2002 1997 1995 47,380(3) 4.1%
Brian Morrill 2001 1998 1998 1,458(4) .1%
Susanne S. Ridlen 2001 1982 1995 11,439(5) 1.0%
David G. Wihebrink 2002 1991 1995 17,949(6) 1.6%
Thomas G. Williams 2002 1962 1995 63,601(7) 5.5%
All directors and executive officers
as a group (8 persons) 178,397(8) 14.8%
(1) Based upon information furnished by the respective directors or director
nominees. Under applicable regulations, shares are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares the power to vote or dispose of the shares, whether or not he or she
has any economic power with respect to the shares. Includes shares
benefically owned by members of the immediate families of the directors or
director nominees residing in their homes.
(2) Of these shares, 17,867 are held jointly by Mr. Tincher with his spouse and
children, 4,721 shares are subject to a stock option granted under the
Logansport Financial Corp. Stock Option Plan (the "Option Plan") and 1,058
shares are held under the Logansport Savings Bank, FSB Recognition and
Retention Plan and Trust (the "RRP"). Does not include stock options for
1,575 shares which are not exercisable for a period of 60 days following
the Voting Record Date.
(3) Includes 9,935 shares held jointly by Mr. Evans and his spouse, 31,476
shares subject to a stock option granted under the Option Plan and 5,290
shares are held under the RRP. Does not include stock options for 7,869
shares which are not exercisable for a period of 60 days following the
Voting Record Date.
(4) Includes 1,058 shares held under the RRP.
(5) Includes 1,587 shares held jointly by Ms. Ridlen and her spouse, 6,294
shares subject to a stock option granted under the Option Plan and 1,058
shares held under the RRP. Does not include stock options for 1,575 shares
which are not exercisable for a period of 60 days following the Voting
Record Date.
(6) Of these shares, 1,935 are held by Mr. Wihebrink as custodian for his minor
children, 4,721 shares are subject to a stock option granted under the
Option Plan and 1,058 shares are held under the RRP. Does not include stock
options for 1,575 shares which are not exercisable for a period of 60 days
following the Voting Record Date.
(7) Includes 31,476 shares subject to a stock option granted under the Option
Plan and 5,290 shares held under the RRP. Does not include stock options
for 7,869 shares which are not exercisable for a period of 60 days
following the Voting Record Date.
(8) The total of such shares includes 79,664 shares subject to stock options
granted under the Option Plan and 18,812 shares which are held under the
RRP. Does not include stock options for 22,582 shares which are not
exercisable within a period of 60 days following the Voting Record Date.
Presented below is certain information concerning the director nominees of
the Holding Company:
Charles J. Evans (age 53) became Senior Vice President of Logansport
Savings in January, 2000; theretofore he served as Vice President and Senior
Loan Officer of Logansport Savings since 1980. He also has served as Vice
President of the Holding Company since 1995.
Brian Morrill (age 42) has served as President of Cass County Title
Company, Inc., a title insurance company founded by him which is based in
Logansport, Indiana, since 1994; prior thereto he served as Executive Director
of Cass County Family YMCA in Logansport, Indiana.
Susanne S. Ridlen (age 59) has served as Faculty member of Indiana
University Kokomo since 1969. Ms. Ridlen also currently serves as a member of
the Board of Directors of the Cass County Community Foundation in Logansport,
Indiana.
William Tincher, Jr. (age 60) has served as Plant Manager for the Modine
Manufacturing Company ("Modine") since 1977. Modine is located in Logansport,
Indiana, and manufactures automotive cooling systems.
David G. Wihebrink (age 52), who will become President and Chief Executive
Officer of the Holding Company and Logansport Savings at the conclusion of the
Annual Meeting of Shareholders, has served as Vice President and Chief Financial
Officer of TM Morris Manufacturing Co., Inc. ("Morris") since 1988. Morris is
located in Logansport, Indiana, and manufactures lead wire assemblies and wiring
harnesses and stampings. Prior to his employment with Morris, Mr. Wihebrink was
a member of the accounting firm Smith, Thompson & Wihebrink (Logansport) for 15
years. Mr. Wihebrink also currently serves as a member of the Board of Directors
of the Neal Home retirement home in Logansport, Indiana.
Thomas G. Williams (age 66) has served as President of Logansport Savings
since 1971 and President and Chief Executive Officer of the Holding Company
since 1995. He will retire from those positions at the conclusion of the Annual
Meeting of Shareholders.
THE DIRECTORS SHALL BE ELECTED UPON RECEIPT OF A PLURALITY OF VOTES CAST AT
THE ANNUAL SHAREHOLDERS MEETING. PLURALITY MEANS THAT INDIVIDUALS WHO RECEIVE
THE LARGEST NUMBER OF VOTES CAST ARE ELECTED UP TO THE MAXIMUM NUMBER OF
DIRECTORS TO BE CHOSEN AT THE MEETING. ABSTENTIONS, BROKER NON-VOTES, AND
INSTRUCTIONS ON THE ACCOMPANYING PROXY TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR
MORE OF THE NOMINEES WILL RESULT IN THE RESPECTIVE NOMINEE RECEIVING FEWER
VOTES. HOWEVER, THE NUMBER OF VOTES OTHERWISE RECEIVED BY THE NOMINEE WILL NOT
BE REDUCED BY SUCH ACTION.
The Board of Directors and its Committees
During the fiscal year ended December 31, 1999, the Board of Directors of
the Holding Company met or acted by written consent ten times. No director
attended fewer than 75% of the aggregate total number of meetings during the
last fiscal year of the Board of Directors of the Holding Company held while he
served as director and of meetings of committees which he served during that
fiscal year. The Board of Directors of the Holding Company has an Audit
Committee, a Stock Compensation Committee and a Nominating Committee, among its
other Board Committees. All committee members are appointed by the Board of
Directors.
The Holding Company's Audit Committee is comprised of all members of the
Board of Directors, recommends the appointment of the Holding Company's
independent accountants, and meets with them to outline the scope and review the
results of audits. The Audit Committee met one time during 1999.
The Stock Compensation Committee administers the Option Plan, the RRP, and
the Logansport Financial Corporation 1999 Stock Option Plan. The members of that
Committee are Susanne Ridlen, William Tincher, Jr., and David G. Wihebrink. It
met one time during 1999.
The Board of Directors nominated the slate of directors set forth in the
Proxy Statement. Although the Board of Directors of the Holding Company will
consider nominees recommended by shareholders, it has not actively solicited
recommendations for nominees from shareholders nor has it established procedures
for this purpose. Article III, Section 12 of the Holding Company's By-Laws
provides that shareholders entitled to vote for the election of directors may
name nominees for election to the Board of Directors but there are certain
requirements that must be satisfied in order to do so. Among other things,
written notice of a proposed nomination must be received by the Secretary of the
Holding Company not less than 60 days prior to the Annual Meeting; provided,
however, that in the event that less than 70 days' notice or public disclosure
of the date of the meeting is given or made to shareholders (which notice or
public disclosure includes the date of the Annual Meeting specified in the
Holding Company's By-Laws if the Annual Meeting is held on such date), notice
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the meeting was mailed or such
public disclosure was made.
Management Remuneration and Related Transactions
Remuneration of Named Executive Officer
During the fiscal year ended December 31, 1999, no cash compensation was
paid directly by the Holding Company to any of its executive officers. Each of
such officers was compensated by Logansport Savings.
The following table sets forth information as to annual, long-term and
other compensation for services in all capacities to the Holding Company and its
subsidiaries for each of the three fiscal years ended December 31, 1999, of the
person who served as chief executive officer of the Holding Company during the
fiscal year ended December 31, 1999 (the "Named Executive Officer"). There were
no other executive officers of the Holding Company who earned over $100,000 in
salary and bonuses during that fiscal year. Mr. Williams has announced his
retirement as of the conclusion of the Annual Meeting of Shareholders. David G.
Wihebrink, a director of the Holding Company, will replace Mr. Williams as
President and Chief Executive Officer.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
Other All
Annual Restricted Securities Other
Name and Fiscal Compen- Stock Underlying Compen-
Principal Position Year Salary ($)(1) Bonus ($) sation($)(2) Awards($) Options(#) sation($)
- -------------------------------------------------------------------------------------------------------------------
Thomas G. Williams 1999 $121,250 --- --- --- --- ---
President, Chief Executive 1998 $ 79,800 $40,347 --- --- --- ---
Officer and Director 1997 $ 76,800 $38,898 --- --- --- ---
(1) Includes fees received for service on the Logansport Savings Board of
Directors, including fees deferred pursuant to Mr. Williams' deferred
compensation agreement. Does not include commissions received on the sale
of credit life and mortgage life insurance or fees for appraisal services.
See "Transactions with Certain Related Persons."
(2) The Named Executive Officer of the Holding Company receives certain
perquisites, but the incremental cost of providing such perquisites does
not exceed the lesser of $50,000 or 10% of the officer's salary and bonus.
Stock Options
The following table includes the number of shares covered by stock options
held by the Named Executive Officer as of December 31, 1999. Also reported are
the values for "in-the-money" options (options whose exercise price is lower
than the market value of the shares at fiscal year end) which represent the
spread between the exercise price of any such existing stock options and the
fiscal year-end market price of the stock. The Named Executive Officer did not
exercise any stock options during the fiscal year.
Outstanding Stock Option Grants and Value Realized As Of 12/31/99
-----------------------------------------------------------------
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
Name Exercisable Unexercisable(2) Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------
Thomas G. Williams 23,607 15,738 $ --- $---
(1) Since the average between the high and low prices for the shares on December
31, 1999 was $10.125 per share, and this price is below the $10.53 per share
exercise price of the options, none of Mr. Williams' options were
"in-the-money" on December 31, 1999.
(2) The shares represented could not be acquired by the Named Executive Officer
as of December 31, 1999.
Employment Contracts
Logansport Savings has entered into three-year employment contracts with
Mr. Williams, the Holding Company's President and Chief Executive Officer, and
Charles J. Evans, the Holding Company's Vice President (together, the
"Employees"). The contracts with the Employees extend annually for an additional
one-year term to maintain their three-year term if the Board of Directors of
Logansport Savings determines to so extend them, unless notice not to extend is
properly given by either party to the contract. Each Employee receives an
initial salary under the contract equal to his current salary, subject to
increases approved by the Board of Directors. The contracts also provide, among
other things, for participation in other fringe benefits and benefit plans
available to Logansport Savings' employees. Each Employee may terminate his
employment upon sixty days' written notice to Logansport Savings. Logansport
Savings may discharge each Employee for cause (as defined in the contract) or
without cause. If Logansport Savings terminates an Employee's employment for
other than cause or if the Employee terminates his own employment for cause (as
defined in the contract), the Employee will receive his base compensation under
the contract for an additional three years if the termination follows a change
of control in the Holding Company (as defined below) or through the date of
termination if the termination occurs prior to a change of control. In addition,
during such period, the employee will continue to participate in Logansport
Savings' group insurance plans or receive comparable benefits. Moreover, within
a period of three months after such termination following a change of control,
the employee will have the right to cause Logansport Savings to purchase any
stock options he holds for a price equal to the fair market value (as defined in
the contact) of the shares subject to such options minus their option price. If
the payments provided for in the contract, together with any other payments made
to the employee by Logansport Savings, are deemed to be payments in violation of
the "golden parachute" rules of the Code, such payments will be reduced to the
largest amount which would not cause Logansport Savings to lose a tax deduction
for such payments under those rules. As of the date hereof, the cash
compensation which would be paid under the contracts to the Employees if the
contracts were terminated after a change of control of the Holding Company
(without cause by Logansport Savings or for cause by the Employees) would be
$345,750 for Mr. Williams and $251,250 for Mr. Evans. For purposes of these
employment contracts, a change of control of the Holding Company is generally an
acquisition of control, as defined in regulations issued under the Change in
Bank Control Act and the Savings and Loan Holding Company Act.
The employment contracts provide Logansport Savings protection of its
confidential business information and protection from competition by the
Employees should they voluntarily terminate their employment without cause or be
terminated by Logansport Savings for cause.
Mr. Williams has advised the Board of Directors that he intends to retire
at the conclusion of the Annual Meeting of Shareholders. Upon his retirement,
his employment contract will terminate.
Executive Supplemental Retirement Income Agreements.
Logansport Savings has entered into supplemental retirement agreements
with Messrs. Williams and Evans (each, an "Executive"). These agreements provide
that upon retirement after attaining age 65, assuming continuous service to
Logansport Savings until that date, the Executive is entitled to receive annual
supplemental retirement benefits in an amount equal to 40% of the highest salary
received by the Executive during any 12 month period during his term of service
with Logansport Savings, subject to a maximum benefit of $42,000 annually in the
case of Mr. Williams and $52,000 annually in the case of Mr. Evans (the "Annual
Retirement Benefit"). These benefits are payable in equal monthly installments
over a period of 180 months following retirement.
The Executives may elect to receive early retirement benefits upon
attaining age 62, assuming continuous service to Logansport Savings until that
date. Upon an Executive's election to receive such benefits, the Executive is
entitled to receive his Annual Retirement Benefit, reduced by 3% in the case of
Mr. Williams and 2% in the case of Mr. Evans, for each year or fraction thereof
that the Executive's early retirement date precedes his normal retirement date.
These early retirement benefit payments begin at the Executive's normal
retirement date. However, earlier payment may be requested by the Executive,
subject to Board approval. If early payment is approved by the Board of
Directors, the Executive's benefit amount is reduced to the present value using
a discount rate equal to Logansport Savings' average cost of deposits for the
most recent 12 month period. If early payment is not approved by the Board, the
Executive is entitled to receive that portion of his Annual Retirement Benefit
which is required to be expensed and accrued under generally accepted accounting
principles (the "Accrued Benefit") and is vested. Mr. Williams' benefits are
fully vested. Mr. Evans' benefits are 80% vested and will continue to vest at
the rate of 20% for each additional calendar year of his service through
calendar year 2000.
If the Executive dies prior to retirement, his beneficiary will receive
an annual survivor's benefit in an amount equal to 40% of the Executive's annual
salary at death, subject to a maximum $42,000 in the case of Mr. Williams and
$52,000 in the case of Mr. Evans. The survivor's benefit is payable in equal
monthly installments over a period of 180 months. If the Executive dies after he
has begun receiving retirement benefits under his agreement, his beneficiary
will continue to receive the balance of the payments otherwise payable to the
Executive under his agreement. Upon the Executive's death, his beneficiary also
will receive a one-time lump sum death benefit in the amount of $12,500.
If the Executive is disabled prior to retirement, the Executive is
entitled to receive his Accrued Benefit payable in equal monthly installments
over a period of 180 months. If the Executive dies while receiving disability
benefit payments, his beneficiary is entitled to receive an annual survivor's
benefit in an amount equal to $42,000 in the case of Mr. Williams and $52,000 in
the case of Mr. Evans payable in equal monthly installments for the remainder of
the Executive's 180 month disability benefit period. In addition, at the
Executive's death, if the total disability benefit payments received, or to be
received, are less than $250,000, the Executive's beneficiary is entitled to a
lump sum payment in an amount sufficient to make the total benefits equal to
$250,000.
Payments of benefits under the agreements are conditioned upon (1) the
Executive not becoming employed by a competitor of Logansport Savings or
otherwise competing with Logansport Savings while receiving benefits under the
agreements and (2) in the case of Mr. Williams, the Executive rendering
reasonable business consulting advisory services to Logansport Savings for a
period of five years following his retirement. Mr. Evans' agreement provides
that if he is terminated for any reason other than cause, he is entitled to
receive that portion of his Accrued Benefit which has vested. No benefits are
provided if Mr. Evans voluntarily terminates his employment before he is
otherwise entitled to benefits under the agreement. If an Executive's employment
is terminated for cause, all benefits under his agreement are forfeited and the
agreement is rendered null and void. Logansport Savings expensed $58,161 in
connection with these agreements for the year ended December 31, 1999.
Logansport Savings has purchased paid-up life insurance on the lives of
the Executives to fund the benefits payable under the supplemental retirement
agreements. See "-- Insurance to Fund Certain Benefits."
Compensation of Directors
All directors of Logansport are entitled to receive a monthly director
fee of $500. Total fees paid to directors for the year ended December 31, 1999
were $44,872. Logansport Savings' directors may, pursuant to deferred
compensation agreements, defer payment of some or all of the directors' fees
until after they retire or otherwise no longer serve as directors. Upon their
attainment of age 70, directors who participate in the deferred compensation
plan receive fixed monthly payments for 180 months, but may also elect to
receive their benefits in a lump sum. The amount of each director's monthly
payments depends on the amount of fees deferred and the period over which the
fees were deferred. The agreements also provide for the payment of disability
benefits and death benefits. The beneficiary of a director participating in the
deferred compensation plan also receives a $7,500 lump sum death benefit upon
the director's death. Logansport Savings has purchased paid-up life insurance on
the lives of directors participating in the deferred compensation plans to fund
benefits payable thereunder. Logansport Savings expensed $16,661 in connection
with these agreements for the year ended December 31, 1999. See "-- Insurance to
Fund Certain Benefits." Advisory Director, Forrest H. Montgomery, receives a
monthly advisory director fee of $331 pursuant to the terms of an amended death
benefit agreement. See "-- Death Benefit Agreement with Advisory Director."
Directors of the Holding Company are not currently paid directors'
fees. The Holding Company may, if it believes it is necessary to attract
qualified directors or otherwise beneficial to the Holding Company, adopt a
policy of paying directors' fees.
Death Benefit Agreement with Advisory Director
Logansport Savings has entered into an amended death benefit agreement
with Forrest H. Montgomery, an advisory director to Logansport. This agreement
provides for the payment of a monthly benefit in the amount of $331 which
commenced on April, 1992 upon Mr. Montgomery's retirement and continues for a
120-month period. If Mr. Montgomery dies while receiving monthly benefits under
the Agreement, the unpaid balance of the monthly payments will be paid monthly
to his designated beneficiary for the remainder of the period. The payment of
these benefits is conditioned upon (i) Mr. Montgomery's continued service as an
advisory director to Logansport and (ii) Mr. Montgomery not becoming employed by
a competitor of Logansport Savings or otherwise competing with Logansport
Savings while receiving benefits under the agreement and for a period of two (2)
years thereafter.
Logansport Savings has purchased paid-up life insurance on the life of
Mr. Montgomery to fund the benefits payable under the amended death benefit
agreement. See "-- Insurance to Fund Certain Benefits."
Insurance to Fund Certain Benefits
Logansport Savings has purchased paid-up life insurance on the lives of
the Executives covered under the supplemental retirement income agreements with
Mr. Williams and Mr. Evans, and on the lives of the directors and the advisory
director covered under the deferred compensation agreements and the amended
death benefit agreement to fund the obligations under these agreements. The
insurance is provided by Transamerica Life Insurance Company. At December 31,
1999, the cash surrender value of the policies was carried on the books of
Logansport at an amount equal to $1,184,069.
Transactions With Certain Related Persons
Logansport Savings has followed a policy of offering to its directors,
officers, and employees real estate mortgage loans secured by their principal
residence and other loans. These loans are made in the ordinary course of
business with the same collateral, interest rates and underwriting criteria 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.
Loans to directors and executive officers totaled approximately $722,083, or
4.47% of shareholders' equity on a consolidated basis at December 31, 1999.
In addition to his compensation from Logansport Savings, Mr. Williams
also receives commissions on sales of credit life insurance and mortgage life
insurance to Logansport Savings' customers. Mr. Williams is duly licensed to
sell such products and retain 50% of the commissions received on credit life and
mortgage life insurance sales. Logansport Savings receives the other half of the
commissions earned by Mr. Williams from the sales of these products. For the
year ended December 31, 1999, Mr. Williams received $6,133 in commissions from
the sale of credit life and mortgage life insurance.
Logansport Savings currently utilizes Mr. Evans, who is a state
licensed appraiser, as a staff appraiser for substantially all residential
mortgage loans under $250,000. Mr. Williams serves as a review appraiser for all
appraisals performed by Mr. Evans. As part of closing costs, Logansport charges
an appraisal fee of approximately $100 for all residential mortgage loans. In
connection with their appraisal work, Mr. Evans and Mr. Williams receive 60% and
40%, respectively, of this appraisal fee. For the year ended December 31, 1999,
Mr. Evans and Mr. Williams received $2,385 and $5,750, respectively, as
compensation for their appraisal work.
Logansport Savings currently utilizes Cass County Title Company, Inc.
to provide title insurance or to perform real estate searches in connection with
its mortgage lending. Brian Morrill, a director of the Holding Company and of
Logansport Savings, is President and principal owner of Cass County Title
Company, Inc. During 1999, that company received fees for such title insurance
and real estate searches from Logansport Savings in the amount of approximately
$24,945.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act"), requires that the Holding Company's officers and directors and persons
who own more than 10% of the Holding Company's Common Stock file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10% shareholders are required
by SEC regulations to furnish the Holding Company with copies of all Section
16(a) forms that they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Holding Company believes that for the
fiscal year ended December 31, 1999, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners with respect to
Section 16(a) of the 1934 Act were satisfied in a timely manner.
ACCOUNTANTS
Grant Thornton LLP has served as auditors for the Holding Company since
1997. A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if he so desires. He
will also be available to respond to any appropriate questions shareholders may
have. Grant Thornton LLP has been selected as the independent public accounting
firm to audit the Holding Company's books, records and accounts for the fiscal
year ended December 31, 2000.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have presented at the next
Annual Meeting of the Holding Company and included in the Holding Company's
proxy statement and form of proxy relating to that meeting, must be received at
the main office of the Holding Company no later than 120 days in advance of
March 8, 2001. Any such proposal should be sent to the attention of the
Secretary of the Holding Company at 723 East Broadway, Logansport, Indiana
46947. A shareholder proposal being submitted outside the processes of Rule
14a-8 promulgated under the 1934 Act will be considered untimely if it is
received by the Holding Company later than 60 days in advance of the Annual
Meeting.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in the Proxy Statement. However, if any other
matters should properly come before the Annual Meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Holding Company.
The Holding Company will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of the Common Stock. In addition to
solicitation by mail, directors, officers, and employees of the Holding Company
may solicit proxies personally or by telephone without additional compensation.
Each shareholder is urged to complete, date and sign the proxy and return
it promptly in the enclosed envelope.
By Order of the Board of Directors
/S/ Thomas G. Williams
Thomas G. Williams, President and
Chief Executive Officer
March 8, 2000
REVOCABLE PROXY LOGANSPORT FINANCIAL CORP.
Annual Meeting of Shareholders
April 11, 2000
The undersigned hereby appoints Sheila Wildermuth and Dottye Robeson, with
full powers of substitution, to act as attorneys and proxies for the undersigned
to vote all shares of common stock of Logansport Financial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the office of Logansport Financial Corp. at 723 East Broadway, Logansport,
Indiana, on Tuesday, April 11, 2000, at 2:00 P.M., and at any and all
adjournments thereof, as follows:
1. The election as directors of the nominee listed below, except as marked to
the contrary [ ] FOR [ ] VOTE WITHHELD
INSTRUCTIONS: To withhold authority to vote for the nominee, strike a line
through the nominee's name on the list below:
William Tincher, Jr.
(for a three-year term)
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposition.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy may be revoked at any time prior to the voting thereof.
The undersigned acknowledges receipt from Logansport Financial Corp., prior to
the execution of this Proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report to Shareholders.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE DIRECTOR NOMINEE. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
_______________________________, 2000
_________________________ _________________________
Print Name of Shareholder Print Name of Shareholder
_________________________ _________________________
Signature of Shareholder Signature of Shareholder
Please sign as your name appears on the envelope in which
this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should
sign.