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:
LOGANSPORT FINANCIAL CORP.
[LOGANSPORT LOGO 723 East Broadway
OMITTED] Logansport, Indiana 46947
(574) 722-3855
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To Be Held On April 9, 2002
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 9,
2002, at 2:00 p.m., Eastern Standard time.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of three directors of the Holding
Company to serve three-year terms expiring in 2005, one director of
the Holding Company to serve for a two-year term expiring in 2004, and
one director to serve for a one-year 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 8, 2002, 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, 2001, 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/ David G. Wihebrink
David G. Wihebrink, President and
Chief Executive Officer
Logansport, Indiana
March 6, 2002
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
(574) 722-3855
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PROXY STATEMENT
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FOR
ANNUAL MEETING OF SHAREHOLDERS
April 9, 2002
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 9, 2002, 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 6, 2002.
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 8, 2002
("Voting Record Date"), will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,000,145 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 of the Common Stock as of February 8, 2002, 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)
- ------------------------------------------------------ ---------------------- -------------
The Roosevelt Group, L.L.C. (3) 37,900 3.8%
400 North Fifth Street, Suite 200
St. Charles, Missouri 63301
Pulaski Financial Corp. (3) 50,500 5.0%
12300 Olive Blvd.
St. Louis, Missouri 63141
Bradshaw Capital Management, L.L.C. (3) 27,700 2.8%
P.O. Box 1972
Village of Pinehurst, North Carolina 28370
Bay Pond Partners, L.P. (4) 106,700 10.7%
Wellington Management Company, LLP
Wellington Hedge Management LLC
Wellington Hedge Management, Inc.
75 State Street
Boston, Massachusetts 02109
Thomas G. Williams 63,725 (5) 6.2%
4 Golfview Drive
Logansport, IN 46947
Charles J. Evans
4030 High Street
Logansport, IN 46947 52,749 (6) 5.07%
- --------------------------
(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 1,000,145 shares of Common Stock outstanding which does not
include options for 100,127 shares of Common Stock held by certain
directors, former directors, officers and employees of the Holding Company
and Logansport Savings.
(3) The Roosevelt Group, L.L.C., a Missouri limited liability company which
invests in securities of financial institutions (the "Roosevelt Group"),
and Bradshaw Capital Management, L.L.C., a North Carolina limited liability
company which invests in securities of financial institutions and provides
advisory services to financial institutions ("Bradshaw Capital"), filed a
Schedule 13D indicating that they believed the Holding Company should more
aggressively repurchase its outstanding shares in an effort to improve book
value per share, earnings per share and return on equity. They also
indicated they had begun conversations with regulatory counsel regarding
preparation of an application to the Office of Thrift Supervision seeking
permission to acquire more than 10% of the Holding Company's outstanding
shares. In their Schedule 13D the Roosevelt Group and Bradshaw Capital
disclosed that Pulaski Financial Corporation ("Pulaski") which is an
advisory client of Bradshaw Capital, owned 50,500 shares of the Holding
Company's Common Stock. While Bradshaw Capital disclaimed beneficial
ownership of those shares, the Holding Company believes that Bradshaw
Capital, the Roosevelt Group, and Pulaski would be deemed a group acting in
concert under the Holding Company's Articles of Incorporation. As a result,
consistent with those Articles of Incorporation, only 10% of the
outstanding shares of the Holding Company's Common Stock (or 100,014
shares) held by this group will count as shares eligible to vote on matters
submitted to shareholders at the Annual Meeting.
(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
92,000 shares (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. Consistent with the Holding Company's Articles of Incorporation,
only 10% of the outstanding shares of the Holding Company's Common Stock
(or 100,014 shares) held by this group will count as shares eligible to
vote on matters submitted to shareholders at the Annual Meeting.
(5) Includes 34,345 shares subject to a stock option granted under the
Logansport Financial Corp. Stock Option Plan (the "Option Plan").
(6) Includes 12,725 shares held jointly by Mr. Evans and his spouse and 39,345
shares subject to a stock option granted under the Option Plan.
PROPOSAL I -- ELECTION OF DIRECTORS
The Board of Directors currently consists of eight 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 nominees for election as a
director this year are James P. Bauer, Charles J. Evans, Todd S. Weinstein,
David G. Wihebrink, and Thomas G. Williams, each of whom currently serves as a
director whose term will expire upon the completion of the election at the
Annual Meeting. Mr. Weinstein and Mr. Bauer were appointed to the Board in May
2001. Mr. Bauer has been nominated for a one-year term ending in 2003. Mr.
Williams has been nominated to serve for a two-year term ending in 2004. Messrs.
Evans, Weinstein and Wihebrink have been nominated for three-year terms ending
in 2005.
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 Logansport Holding Owned as of
of Term as Savings Company February 8, Percentage
Name Director Since Since 2002 (1) of Class
- ----------------------------------- -------------- ------------- ------------ ------------- -------------
Director Nominees
James P. Bauer 2003 2001 2001 1,200 .12%
Charles J. Evans 2005 1997 1995 52,749 (2) 5.07%
Todd S. Weinstein 2005 2001 2001 0 .00%
David G. Wihebrink 2005 1991 1995 19,524 (3) 1.94%
Thomas G. Williams 2004 1962 1995 63,725 (4) 6.16%
Directors
Continuing in Office
Brian J. Morrill 2004 1998 1998 2,058 (5) .21%
Susanne S. Ridlen, Ph.D. 2004 1982 1995 13,014 (6) 1.29%
William Tincher, Jr. 2003 1994 1995 24,938 (7) 2.48%
All directors and executive
officers as a group (10 persons) 191,103 (8) 17.43%
- --------------------------
(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
beneficially owned by members of the immediate families of the directors or
director nominees residing in their homes.
(2) Includes 12,725 shares held jointly by Mr. Evans and his spouse and 39,345
shares subject to a stock option granted under the Option Plan.
(3) Of these shares, 2,993 are held by Mr. Wihebrink as custodian for his minor
children and 6,296 shares are subject to a stock option granted under the
Option Plan.
(4) Includes 34,345 shares subject to a stock option granted under the Option
Plan.
(5) Includes 2,058 shares held jointly by Mr. Morrill and his spouse.
(6) Includes 2,645 shares held jointly by Ms. Ridlen and her spouse and 7,869
shares subject to a stock option granted under the Option Plan.
(7) Of these shares, 18,296 are held jointly by Mr. Tincher with his spouse and
children and 6,296 shares are subject to a stock option granted under the
Option Plan.
(8) The total of such shares includes 96,246 shares subject to stock options
granted under the Option Plan. Does not include stock options for 1,000
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:
James P. Bauer (age 56) has served as Vice-President-Finance and Treasurer
of Materials Processing, Inc., a holding company for Small Parts, Inc. and ABC
Metals, Inc. (Logansport, Indiana) since 1973. He serves on the Board of
Directors of Logansport Economic Development, Inc. and the United Way of Cass
County.
Charles J. Evans (age 55) 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 J. Morrill (age 44) 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, Ph.D. (age 61) is a faculty member and Director of
Project Success Program for underprepared students at Indiana University Kokomo,
where she has been a member of the faculty since 1969. She also serves on the
Lilly Scholarship Committee for the Cass County Community Foundation in
Logansport, Indiana.
William Tincher, Jr. (age 62) has served as Plant Manager for the Modine
Manufacturing Company ("Modine") since 1977. Modine is located in Logansport,
Indiana, and manufactures automotive cooling systems.
Todd S. Weinstein (age 40) has been a practicing surgeon in Logansport
since 1991. He is currently Vice President of Logansport Surgical Associates,
and a member of the Logansport Memorial Hospital surgical staff.
David G. Wihebrink (age 54), became President and Chief Executive Officer
of the Holding Company and Logansport Savings on April 12, 2000. Prior thereto,
he served as Vice President and Chief Financial Officer of T.M. 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 & Co., Inc. (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, and the North Central
Indiana Workforce Investment Board, and the Logansport Cass County Chamber of
Commerce.
Thomas G. Williams (age 68) retired from his positions as President and
Chief Executive Officer of the Holding Company and of Logansport Savings on
April 11, 2000. He had served as President of Logansport Savings since 1971 and
President and Chief Executive Officer of the Holding Company since 1995.
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, 2001, the Board of Directors of
the Holding Company met or acted by written consent 12 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 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 three times
during 2001. The members of that committee are Brian J. Morrill, Susanne S.
Ridlen, William Tincher, Jr., and James P. Bauer.
The Stock Compensation Committee administers the Option Plan, the
Logansport Savings Bank, FSB Recognition and Retention Plan and Trust, and the
Logansport Financial Corporation 1999 Stock Option Plan. The members of that
Committee are Susanne S. Ridlen, William Tincher, Jr., and Brian J. Morrill. It
did not meet during 2001.
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 Officers
During the fiscal year ended December 31, 2001, 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
subsidiary for each of the two fiscal years ended December 31, 2001, of the
person who served as chief executive officer of the Holding Company during the
fiscal year ended December 31, 2001 (the "Named Executive Officer"). There were
no other executive officers of the Holding Company who earned over $100,000 in
salary and bonuses during that fiscal year.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
----------------------------------------- ----------------------
Other All
Annual Restricted Securities Other
Name and Fiscal Compen- Stock Underlying Compen-
Principal Position Year Salary ($)(2) Bonus ($) sation($)(5) Awards($) Options(#) sation ($)
- ------------------------ ------ ------------- --------- ------------ --------- ----------- ----------
David G. Wihebrink 2001 $182,200 (3) $2,885
President, Chief 2000 $141,816 (4) --- --- --- --- ---
Executive Officer
and Director (1)
- ------------------------------
(1) Mr. Wihebrink became President and Chief Executive Officer, following the
retirement of Thomas G. Williams, on April 12, 2000.
(2) Includes fees received for service on the Logansport Savings Board of
Directors, including any fees deferred pursuant to deferred compensation
agreements.
(3) Includes $25,000 deferred by Mr. Wihebrink under a deferred compensation
plan for his benefit.
(4) Includes $25,000 deferred by Mr. Wihebrink under a deferred compensation
plan for his benefit.
(5) The Named Executive Officers of the Holding Company receive 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, 2001. 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
receive or exercise any stock options during the fiscal year.
Outstanding Stock Option Grants and Value Realized As Of 12/31/01
-----------------------------------------------------------------
Number of Unexercised Value of Unexercised In-the-Money
Options at Fiscal Year End Options at Fiscal Year End (1)
-------------------------------------- ---------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------- ----------- ------------- ----------- -------------
David G. Wihebrink 6,296 --- $28,647 ---
- -------------------------
(1) Amounts reflecting gains on outstanding options are based on the average
between the high and low prices for the shares on January 2, 2002, which
was $15.08 per share.
Employment Contracts
Logansport Savings is a party to three-year employment contracts with its
four executive officers, including the Named Executive Officer (the
"Employees"). The contracts extend annually for additional one-year terms to
maintain their three-year terms 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. The Employees receive an initial salary under the
contract equal to their 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. The Employees may terminate their employment upon sixty
days' written notice to Logansport Savings. Logansport Savings may discharge the
Employees for cause (as defined in the contract) or without cause. If Logansport
Savings terminates the Employees' employment for other than cause or if the
Employees terminate their own employment for cause (as defined in the contract),
the Employees will receive their 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 Employees 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 Employees
will have the right to cause Logansport Savings to purchase any stock options
they hold for a price equal to the fair market value (as defined in the
contract) 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 Employees 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 contract 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 Employee) would be
$487,800 in the case of the Named Executive Officer, or $1,284,150 for all four
executive officers. 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.
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. Mr. Williams began receiving
retirement benefits on May 1, 2000.
Mr. Evans may elect to receive early retirement benefits upon attaining age
62, assuming continuous service to Logansport Savings until that date. Upon his
election to receive such benefits, he is entitled to receive his Annual
Retirement Benefit, reduced by 2% for each year or fraction thereof that his
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. Evans' benefits are fully
vested.
If Mr. Evans 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 of $52,000. 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 Mr. Evans becomes disabled prior to retirement, he 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 $52,000 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 Mr. Evans' employment is
terminated for cause, all benefits under his agreement are forfeited and the
agreement is rendered null and void. Logansport Savings expensed $18,883 in
connection with these agreements for the year ended December 31, 2001.
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 $600. Directors emeritus receive $100 per Board meeting attended. Total fees
paid to directors for the year ended December 31, 2001 were $56,772. 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. See "-- Insurance to Fund Certain Benefits."
Logansport Savings expensed $18,880 in connection with these agreements for the
year ended December 31, 2001. 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 in 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 and Northwestern
Mutual Life Insurance Company. At December 31, 2001, the cash surrender value of
the policies was carried on the books of Logansport at an amount equal to
$1,290,937.
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. As permitted by law, these loans are made at an
interest rate that is .25% lower than the rate generally available to the
public, but otherwise are offered with substantially the same collateral 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 $1,075,422, or 6.18% of shareholders' equity on a consolidated
basis at December 31, 2001.
Logansport Savings currently utilizes Mr. Evans, who is a state licensed
appraiser, as a staff appraiser for certain residential mortgage loans under
$250,000. As part of closing costs, Logansport charges an appraisal fee of
approximately $200 for residential mortgage loans. For the year ended December
31, 2001, Mr. Evans received $3,425 as compensation for his 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 J. Morrill, a director of the Holding Company and of
Logansport Savings, is President and principal owner of Cass County Title
Company, Inc. During 2001, that company received fees for such title insurance
and real estate searches from Logansport Savings in the amount of approximately
$38,946.
Audit Committee Report, Charter, and Independence
Audit Committee Report. The Audit Committee reports as follows with respect
to the audit of the Holding Company's financial statements for the fiscal year
ended December 31, 2001, included in the Holding Company's Shareholder Annual
Report accompanying this Proxy Statement ("2001 Audited Financial Statements"):
The Committee has reviewed and discussed the Holding Company's 2001 Audited
Financial Statements with the Company's management.
The Committee has discussed with its independent auditors (Grant Thornton
LLP) the matters required to be discussed by Statement on Auditing Standards 61,
which include, among other items, matters related to the conduct of the audit of
the Holding Company's financial statements. Grant Thornton LLP did not use any
employees other than its full-time permanent employees on its audit of the
Holding Company's 2001 Audited Financial Statements.
The Committee has received written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1
(which relates to the auditor's independence from the Holding Company and its
related entities) and has discussed with the auditors the auditors' independence
from the Holding Company. The Committee considered whether the provision of
services by its independent auditors other than audit services and reviews of
Forms 10-Q is compatible with maintaining the auditors' independence.
Based on review and discussions of the Holding Company's 2001 Audited
Financial Statements with management and discussions with the independent
auditors, the Audit Committee recommended to the Board of Directors that the
Holding Company's 2001 Audited Financial Statements be included in the Holding
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001.
This Report is respectfully submitted by the Audit Committee of the Holding
Company's Board of Directors.
Audit Committee Members
-----------------------
James P. Bauer
Brian J. Morrill
Susanne S. Ridlen
William Tincher, Jr.
Audit Committee Charter. The Board of Directors has adopted a written
charter for the Audit Committee. The Board of Directors reviews and approves
changes to the Audit Committee Charter annually.
Accountants' Fees
Audit Fees. The aggregate fees billed by Grant Thornton LLP for services
relating to the audit of the 2001 Audited Financial Statements and for reviews
of the Holding Company's financial statements included in its Forms 10-Q filed
during the year 2001 were $27,850.
Financial Information Systems Design and Implementation Fees. Grant
Thornton LLP did not bill the Holding Company for any information technology
services rendered during 2001.
All Other Fees. Grant Thornton LLP billed the Holding Company $7,400 for
services other than those described above rendered during 2001.
Independence of Audit Committee Members. The Holding Company's Audit
Committee is comprised of James P. Bauer, Brian J. Morrill, Susanne S. Ridlen
and William Tincher, Jr. Each of these members meets the requirements for
independence set forth in the Listing Standards of the National Association of
Securities Dealers.
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, 2002.
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 6, 2003. 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. If the Holding Company receives notice of such proposal after such
time, each proxy that the Holding Company receives will confer upon it the
discretionary authority to vote on the proposal in the manner the proxies deem
appropriate.
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, 2001, 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.
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/ David G. Wihebrink
David G. Wihebrink, President and
Chief Executive Officer
March 6, 2002
REVOCABLE PROXY LOGANSPORT FINANCIAL CORP.
Annual Meeting of Shareholders
April 9, 2002
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 9, 2002, at 2:00 P.M., and at any and all
adjournments thereof, as follows:
1. The election as directors of the nominees 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:
James P. Bauer Thomas G. Williams Charles J. Evans Todd S. Weinstein David G. Wihebrink
(for a one-year term) (for a two-year term) (for a three-year term) (for a three-year term) (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.
____________________, 2002
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Signature of Shareholder
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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.