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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
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 ss. 240.14a-11(c) or ss. 240.14a-12
OHIO STATE FINANCIAL SERVICES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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OHIO STATE FINANCIAL SERVICES, INC.
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(740) 635-0764
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
Ohio State Financial Services, Inc. ("OSFS") will be held at the office of
Bridgeport Savings and Loan Association, 435 Main Street, Bridgeport, Ohio, on
April 18, 2001, at 1:00 p.m., local time (the "Annual Meeting"), for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
1. To elect five directors of OSFS for terms expiring in
2002;
2. To ratify the selection of S.R. Snodgrass, A.C. as
the auditors of OSFS for the current fiscal year; and
3. To transact such other business as may properly come
before the Annual Meeting or any adjournments
thereof.
Only shareholders of OSFS of record at the close of business on
February 19, 2001, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof. Whether or not you expect to
attend the Annual Meeting, we urge you to consider the accompanying Proxy
Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF
A QUORUM MAY BE ASSURED. The giving of a proxy does not affect your right to
vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Bridgeport, Ohio Jon W. Letzkus
March 12, 2001
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OHIO STATE FINANCIAL SERVICES, INC.
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(740) 635-0764
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is solicited by the Board of Directors
of Ohio State Financial Services, Inc. ("OSFS") for use at the 2001 Annual
Meeting of Shareholders of OSFS to be held at the office of Bridgeport Savings
and Loan Association, 435 Main Street, Bridgeport, Ohio, on April 18, 2001, at
1:00 p.m., local time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by
executing a later dated proxy which is received by OSFS before the Proxy is
exercised or by giving notice of revocation to OSFS in writing or in open
meeting before the Proxy is exercised. ATTENDANCE AT THE ANNUAL MEETING WILL
NOT, OF ITSELF, REVOKE THE PROXY.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of John O. Costine, Anton M. Godez, Jon W. Letzkus,
William E. Reline and Manuel C. Thomas as directors of OSFS for terms
expiring in 2002;
FOR the ratification of the selection of S.R. Snodgrass, A.C. ("S.R.
Snodgrass") as the auditors of OSFS for the current fiscal year.
The Proxies may be solicited by the directors, officers and other
employees of OSFS and Bridgeport Savings and Loan Association, a wholly-owned
subsidiary of OSFS ("Bridgeport"), in person or by telephone, telegraph or mail
only for use at the Annual Meeting. The Proxy will not be used for any other
meeting. The cost of soliciting the Proxies will be borne by OSFS.
Only shareholders of record as of the close of business on February 19,
2001 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The records of OSFS disclose that, as of the Voting Record Date, there were
495,398 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of OSFS on
or about March 14, 2001.
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VOTE REQUIRED
QUORUM FOR THE ANNUAL MEETING
The presence, in person or by proxy, of the holders of a majority of
the shares entitled to be voted at the Annual meeting will constitute a quorum
for the Annual Meeting. Shares represented by signed proxies will be counted
toward the presence of a quorum, even though they are marked "Abstain,"
"Against" or "Withhold Authority" on one or more matters.
Broker non-votes also are counted for purposes of determining the
presence or absence of a quorum. A broker non-vote occurs on an item when a
broker is not permitted to vote on that item because the broker has not received
specific instructions as to how to vote from the beneficial owner. Proxies
signed and submitted by brokers which have not been voted as described in the
previous sentence are referred to as broker non-votes.
ELECTION OF DIRECTORS
Under Ohio law and the Code of Regulations of OSFS (the "Regulations"),
the five nominees receiving the greatest number of votes will be elected as
directors. Shares held by a nominee for a beneficial owner which are represented
in person or by proxy but not voted with respect to the election of directors
and shares as to which the authority to vote is withheld are not counted toward
the election of directors or toward the election of the individual nominees
specified on the Proxy.
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of a majority of the shares represented in person
or by proxy at the Annual Meeting is necessary to ratify the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year. The effect of an
abstention or a non-vote is the same as a vote against ratification. If the
accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the ratification of the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year.
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VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to OSFS to own beneficially more than five percent of the
outstanding common shares of OSFS as of the Record Date:
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- ---------------- -------------------- ------------------
Ohio State Financial Services, Inc. 58,353(1) 11.8%
Employee Stock Ownership Plan
435 Main Street
Bridgeport, Ohio 43912
John O. Costine 26,041(2) 5.2
212 S. Marietta Street
St. Clairsville, Ohio 43902
Jeffrey L. Gendell 39,300(3) 7.9
200 Park Avenue
Suite 3900
New York, New York 10166
Jon W. Letzkus 64,834(4) 12.6
435 Main Street
Bridgeport, Ohio 43912
William E. Reline 29,041(5) 5.8
435 Main Street
Bridgeport, Ohio 43912
- ---------------------------
(1) Consists of the shares held by First Bankers Trust Company, N.A., as
the Trustee for the Ohio State Financial Services, Inc. Employee Stock
Ownership Plan (the "ESOP"). The Trustee has sole voting power over
43,687 unallocated shares. The Trustee has limited shared investment
power over all ESOP shares.
(2) Mr. Costine has sole voting power over 6,509 shares which include 3,747
shares that may be acquired upon the exercise of an option awarded
pursuant to the Ohio State Financial Services, Inc. 1998 Stock Option
and Incentive Plan (the "Stock Option Plan") and 254 shares which are
expected to vest in the next 60 days pursuant to the Bridgeport Savings
and Loan Association Recognition and Retention Plan and Trust Agreement
(the "RRP"). Mr. Costine has shared voting and investment power over
19,532 shares as a Trustee of the RRP.
(Footnotes continued on next page)
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(3) Based on a Schedule 13D filed with the SEC by Jeffrey L. Gendell
("Gendell"), Tontine Financial Partners, L.P., a Delaware limited
partnership ("Tontine"), and Tontine Management L.L.C., a Delaware
limited liability company ("TM"). Gendell, TM and Tontine report shared
voting and dispositive power over the reported shares.
(4) Mr. Letzkus has sole voting power over 42,580 shares which include
18,737 shares that may be acquired upon the exercise of an option
awarded pursuant to the Stock Option Plan and 1,268 shares which are
expected to vest in the next 60 days pursuant to the RRP. Mr. Letzkus
has sole voting and shared investment power over 7,567 shares allocated
to his ESOP account and shared voting and investment power over 19,532
shares as a Trustee of the RRP.
(5) Mr. Reline has sole voting power over 9,509 shares which include 3,747
shares that may be acquired upon the exercise of an option awarded
pursuant to the Stock Option Plan and 254 shares which are expected to
vest in the next 60 days pursuant to the RRP. Mr. Reline has shared
voting and investment power over 19,532 shares as a Trustee of the RRP.
The following table sets forth information regarding the number of
common shares of OSFS beneficially owned by each director and by all directors
and executive officers of OSFS as a group as of the Record Date:
Amount and nature of beneficial ownership
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Sole voting and Shared voting and Percent of
Name and address (1) investment power investment power shares outstanding
- -------------------- ---------------- ---------------- ------------------
John O. Costine 6,509(2) 19,532(3) 5.2%
Anton M. Godez 11,709(2) 7,000 3.7
Jon W. Letzkus 37,735(4) 27,099(3)(5) 12.6
William E. Reline 9,509(2) 19,532(3) 5.8
Manuel C. Thomas 16,262(2) 3,000 3.9
All directors and executive officers of
OSFS as a group (8 people) 97,911(6) 42,315(7) 26.1
- -----------------------------
(1) Each of the persons listed in this table may be contacted at the
address of OSFS.
(2) Includes 3,747 shares that may be acquired upon the exercise of options
awarded pursuant to Stock Option Plan and 254 shares which are expected
to vest in the next 60 days pursuant to the RRP.
(3) Includes 19,532 shares held by the RRP with respect to which Messrs.
Costine, Reline and Letzkus have shared voting power as Trustees of the
RRP.
(4) Includes 18,737 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan and 1,268 shares which
are expected to vest in the next 60 days pursuant to the RRP.
(5) Includes 7,567 shares allocated to the ESOP account of Mr. Letzkus.
(Footnotes continued on next page)
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(6) Includes 41,219 shares that may be acquired upon the exercise of
options awarded pursuant to the Stock Option Plan and 2,792 shares that
are expected to vest in the next 60 days pursuant to the RRP.
(7) Includes the 12,710 shares allocated to the ESOP accounts of the
executive officers of OSFS and 19,532 shares held by the RRP as to
which Messrs. Costine, Reline and Letzkus act as Trustees. Though the
RRP shares appear in each of the Trustees entries, they have only been
included once in the total.
PROPOSAL ONE - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Regulations of OSFS provide for a Board of Directors consisting of
five persons. In accordance with Section 2.03 of the Regulations, nominees for
election as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors.
A nomination by a shareholder, for an annual meeting of shareholders at
which directors are to be elected, must be submitted in writing, either by
personal delivery or by first-class mail, postage prepaid, to the Secretary of
OSFS. The notice must be received by the Secretary not later than the sixtieth
day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. If, however, the annual meeting
for the election of directors is not held on or before the thirty-first day
following such first anniversary, then the written notice must be received
within a reasonable time prior to the date of the annual meeting. Each written
nomination must state the name, age, business or residence address of the
nominee, the principal occupation or employment of the nominee, the number of
common shares of OSFS owned either beneficially or of record by each such
nominee and the length of time such shares have been so owned. The Chairman of
the meeting may disregard any nomination that is not made in compliance with the
nomination procedures described above.
The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 2002.
Director of Director of
OSFS Bridgeport
Name Age(1) Position(s) held since(2) since
- ---- ------- ---------------- --------- -----------
John O. Costine 76 Director 1997 1975
Anton M. Godez 75 Director 1997 1990
Jon W. Letzkus 57 Director, President and 1997 1989
Chairman
William E. Reline 71 Director 1997 1992
Manuel C. Thomas 77 Director 1997 1985
- -----------------------------
(1) As of the Record Date.
(Footnotes continued on next page)
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(2) Each director of OSFS is also a director of Bridgeport and became a
director of OSFS in connection with the conversion of Bridgeport from
mutual to stock form (the "Conversion") and the formation of OSFS as
the holding company for Bridgeport.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
JOHN O. COSTINE is a partner in the Costine Law Firm, a general
partnership, located in St. Clairsville, Ohio and has practiced law since 1950.
ANTON M. GODEZ has served as the President of the General Welding
Supply Company located in Martins Ferry, Ohio, since 1950.
JON W. LETZKUS is the Chairman of the Board of OSFS, the President of
both OSFS and Bridgeport and is the designated Managing Officer of Bridgeport.
Mr. Letzkus joined Bridgeport in September 1980 as a Vice President. Mr. Letzkus
has served as the President of Bridgeport since 1989.
WILLIAM E. RELINE retired from Cooper Industries, a mining equipment
manufacturing company, in 1989 and has been a consultant to Wheeling Machine
Products since 1996.
MANUEL C. THOMAS has been employed by M. C. Thomas Insurance Agency,
Inc. since 1954. Mr. Thomas has served as Chairman of the Board of Bridgeport
since 1989.
MEETINGS OF DIRECTORS
The Board of Directors of OSFS met five times for regularly scheduled
and special meetings during 2000.
COMMITTEES OF DIRECTORS
The Board of Directors of OSFS does not currently have any committees
separate from its Board of Directors. The full Board of Directors of Bridgeport
determines compensation for Bridgeport's employees and makes decisions regarding
employee benefits and related matters. Mr. Letzkus does not participate in
discussions regarding his salary.
EXECUTIVE OFFICERS
In addition to Mr. Letzkus, the following persons are executive
officers of OSFS:
Name Age(1) Position(s) Held
- ---- ------ ----------------
Marianne Doyle 41 Vice President of OSFS and Assistant
Vice President of Bridgeport
James A. Trouten 43 Treasurer of OSFS and Comptroller of
Bridgeport
Sherri Yarbrough 33 Secretary of OSFS and Director of
Information Systems Bridgeport
- --------------------------
(1) As of the Record Date.
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MARIANNE DOYLE has served Bridgeport as the Assistant Vice President
since 1994 and OSFS as Vice President since 1997.
JAMES A. TROUTEN was named the Treasurer of OSFS and the Comptroller of
Bridgeport in July 2000. Prior to joining OSFS and Bridgeport, Mr. Trouten was
an internal auditor and compliance officer at Fed One Savings Bank for ten
years.
SHERRI YARBROUGH has served Bridgeport as the Director of Information
Services since 1990 and OSFS as Secretary since 1997.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Bridgeport to
Jon W. Letzkus, the President and Chairman of OSFS and President and Managing
Officer of Bridgeport, for the fiscal years ended December 31, 2000, 1999 and
1998. No executive officer of OSFS earned salary and bonus in excess of $100,000
during 2000.
Summary Compensation Table
--------------------------
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All Other
Annual Compensation (1) Long term Compensation Compensation
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Name and Year Salary ($) Bonus ($) Awards
Principal ---------------------------------------------
Position Restricted Stock Securities Underlying
Awards ($) Options/SARs (#)
- --------------------------------------------------------------------------------------------------------------------------------
Jon W. Letzkus
President and 2000 $81,000(2) - - - $30,289(3)
Chairman of 1999 81,000(2) - - - 39,744(4)
OSFS; President 1998 81,000(2) $3,271 $107,814(5) $15,854(6) 26,229(7)
and Managing
Officer of
Bridgeport
- --------------------------------------------------------------------------------------------------------------------------------
- -----------------------
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Letzkus, the cost of which was less than 10% of his
compensation.
(2) Includes $2,500 for directors' fees of OSFS.
(Footnotes continued on next page)
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(3) Consists of $351, representing the premiums paid by OSFS for term life
insurance for Mr. Letzkus, and $29,938, representing the aggregate
value as of December 31, 2000, of the shares allocated to Mr. Letzkus'
ESOP account.
(4) Consists of $351, representing the premiums paid by OSFS for term life
insurance for Mr. Letzkus, and $39,393, representing the aggregate
value as of December 31, 1999, of the shares allocated to Mr. Letzkus'
ESOP account.
(5) On April 15, 1998, Mr. Letzkus was awarded 6,342 common shares under
the RRP. Mr. Letzkus paid no consideration for the RRP shares. The RRP
shares will become earned and nonforfeitable at the rate of one-fifth
per year on the anniversary of the date of the award, beginning April
15, 1999, assuming continued employment with, or service on the Board
of Directors of, Bridgeport. The aggregate market value of the shares
awarded to Mr. Letzkus under the RRP on April 15, 1998, determined by
reference to the closing bid for shares of OSFS on the OTC Bulletin
Board on such date, was $107,814. The aggregate market value of the
3,805 shares awarded to Mr. Letzkus under the RRP which remain
unvested, as of December 31, 2000, was $41,855. In addition, dividends
and other distributions paid on RRP shares and earnings on such
dividends and distributions are distributed to Mr. Letzkus according to
the vesting schedule.
(6) On April 15, 1998, Mr. Letzkus was awarded an option to purchase 15,854
shares at an exercise price of $17.375 per share. Effective April 21,
1999, OSFS adjusted the number of shares subject to the option by a
multiplier of 1.1818, increasing the total number of shares subject to
the option to 18,737, and reduced the exercise price of the option to
$14.70 per share. The adjustments were made in connection with a return
of capital paid by OSFS which equally affected all of the shareholders
of OSFS.
(7) Consists of the aggregate value as of December 31, 1998, of the shares
allocated to the ESOP account of Mr. Letzkus and compensation of $1,845
for unused sick time.
STOCK OPTIONS
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Letzkus at December 31, 2000:
Aggregated Option/SAR Exercises in Last Fiscal Year and 12/31/00 Option/SAR Values
----------------------------------------------------------------------------------
Number of Securities Value of Unexercisable
Underlying Unexercised "In The Money"
Shares Acquired on Options/SARs at Options/SARs at
Exercise Value 12/31/00(#) 12/31/00($)(1)
Name (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------------
0
Jon W . Letzkus -0- N/A 12,492/6,246 N/A
- ------------------------
(1) On December 31, 2000, the fair market value of the unexercised option
shares granted pursuant to the Stock Option Plan did not exceed the per
share exercise price of the option.
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DIRECTOR COMPENSATION
Each director of OSFS receives a fee of $600 per meeting of the Board
of Directors. Each director of Bridgeport who is not a full-time employee of
Bridgeport receives a fee of $250 per meeting of the Board of Directors attended
with three paid absences. OSFS and Bridgeport do not pay committee fees.
EMPLOYMENT AGREEMENT
Mr. Letzkus and Bridgeport are parties to an employment agreement (the
"Employment Agreement"). The Employment Agreement provides for a salary of not
less than $78,500 and performance reviews by the Board of Directors not less
often than annually, at which time the Employment Agreement may be extended for
an additional one year. The Employment Agreement also provides for the inclusion
of Mr. Letzkus in any formally established employee benefit, bonus, pension, and
profit-sharing plans for which senior management personnel are eligible and for
vacation and sick leave in accordance with Bridgeport's prevailing policies.
The Employment Agreement is terminable by Bridgeport at any time. In
the event of termination by Bridgeport for "just cause," as defined in the
Employment Agreement, Mr. Letzkus has no right to receive any compensation or
other benefits for any period after such termination. In the event of
termination by Bridgeport other than for just cause, at the end of the term of
the Employment Agreement or in connection with a "change of control," as defined
in the Employment Agreement, Mr. Letzkus is entitled to a continuation of salary
payments for a period of time equal to the term of the Employment Agreement and
a continuation of benefits substantially equal to those being provided at the
date of termination of employment until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Letzkus becomes
employed full-time by another employer.
The Employment Agreement also contains provisions with respect to the
occurrence within one year of a "change of control" of (1) the termination of
employment of Mr. Letzkus for any reason other than just cause, or (2) a
constructive termination resulting from change in the capacity or circumstances
in which Mr. Letzkus is employed, including a material reduction in his
responsibilities or authority provided under the Employment Agreement. In the
event of any such occurrence, Mr. Letzkus is entitled to payment of an amount
equal to 2.99 times Mr. Letzkus' annual compensation immediately preceding the
termination of his employment. In addition, Mr. Letzkus is entitled to continued
coverage under all benefit plans until the earliest of the expiration of two
years from the effective date of the termination of employment or the date on
which he is included in another employer's benefit plans as a full-time
employee. The maximum which Mr. Letzkus may receive, however, is limited to an
amount which will not result in the imposition of a penalty tax under Section
280G(b)(3) of the Internal Revenue Code of 1986, as amended. "Change of
Control," as defined in the Employment Agreement, generally refers to the
acquisition by any person or entity of the ownership or power to vote more than
25% of the voting stock of Bridgeport or OSFS, the control of the election of a
majority of the directors of Bridgeport or OSFS, or the exercise of a
controlling influence over the management or policies of Bridgeport or OSFS.
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AUDIT REPORT
The full Board of Directors of OSFS is responsible for overseeing the
accounting functions and controls of OSFS, as well as selecting an accounting
firm to audit OSFS's financial statements.
The full Board of Directors has received and reviewed the report of
S.R. Snodgrass regarding the results of their audit, as well as the written
disclosures and the letter from S.R. Snodgrass required by Independence
Standards Board Standard No. 1. The Board reviewed the audited financial
statements with the management of OSFS. A representative of S.R. Snodgrass also
discussed with the Board the independence of S.R. Snodgrass from OSFS, as well
as the matters required to be discussed by Statement of Auditing Standards 61.
Discussions between the Board and the representative of S.R. Snodgrass included
the following:
- - S.R. Snodgrass' responsibilities in accordance with generally accepted
auditing standards
- - The initial selection of, and whether there were any changes in,
significant accounting policies or their application
- - Management's judgments and accounting estimates
- - Whether there were any significant audit adjustments
- - Whether there were any disagreements with management
- - Whether there was any consultation with other accountants
- - Whether there were any major issues discussed with management prior to S.R.
Snodgrass' retention
- - Whether S.R. Snodgrass encountered any difficulties in performing the audit
- - S.R. Snodgrass' judgments about the quality of OSFS's accounting principles
- - S.R. Snodgrass' responsibilities for information prepared by management
that is included in documents containing audited financial statements
Based on its review of the financial statements and its discussions
with management and the representative of S.R. Snodgrass, the Board did not
become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Board determined that the audited financial
statements be included in the Annual Report on Form 10-KSB for the year ended
December 31, 2000, to be filed with the SEC.
OSFS does not currently have a separate Audit Committee and has not
adopted an Audit Charter.
John O. Costine William E. Reline
Anton M. Godez Manuel C. Thomas
Jon W. Letzkus
AUDIT FEES
During the fiscal year ended December 31, 2000, S.R. Snodgrass billed
OSFS $22,684 for professional services in connection with the audit of the
annual financial statements of OSFS and the review of financial statements
included in the Forms 10-QSB of OSFS.
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FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the fiscal year ended December 31, 2000, S.R. Snodgrass did not
bill OSFS for professional accounting services to design, implement or manage,
hardware or software that collects or generates information significant to the
financial statements of OSFS.
ALL OTHER FEES
During the fiscal year ended December 31, 2000, OSFS was billed $18,742
in fees for services rendered by S.R. Snodgrass, for all accounting services
other than the services discussed in "AUDIT FEES" or "FINANCIAL INFORMATION
SYSTEMS DESIGN AND IMPLEMENTATION FEES." The Board of Directors of OSFS has
determined that the provision of these additional services is compatible with
maintaining the independence of S.R. Snodgrass.
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected S.R. Snodgrass as the auditors of
OSFS for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of S.R. Snodgrass will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires OSFS executive officers and directors, and persons who beneficially own
more than 10% of the outstanding shares of OSFS, to file initial reports of
ownership and reports of changes in ownership of their equity securities of OSFS
with the SEC. OSFS executive officers, directors and greater than 10% beneficial
owners are required by SEC regulations to furnish OSFS with copies of all
Section 16(a) forms filed by them.
Based upon a review of such reports, OSFS must disclose any failure to
file such reports timely in proxy statements used in connection with annual
meetings of shareholders. The Form 3 reporting the appointment of Mr. Trouten as
the Treasurer of OSFS in July 2000 was not timely filed. The Forms 4 for the
months ended May and June 2000, reporting acquisitions by Mr. Manuel C. Thomas
were not timely filed.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in the proxy
statement of OSFS for the 2002 Annual Meeting of Shareholders should be sent to
OSFS by certified mail and must be received by OSFS not later than November 13,
2001. Any proposals of shareholders to be presented at the 2002 Annual Meeting
but which are not included in the proxy materials related to that meeting, must
be received by January 28, 2002, or else the proxies designated by the Board of
Directors of OSFS for the 2002 Annual Meeting of Shareholders of OSFS may vote
in their discretion on any such proposal any shares for which
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they have been appointed proxies without mention of such matter in the proxy
statement or on the proxy card for such meeting.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
It is important that proxies be returned promptly. Whether or not you
expect to attend the meeting in person, you are urged to fill in, sign and
return the proxy in the enclosed return envelope.
By Order of the Board of Directors
Bridgeport, Ohio Jon W. Letzkus, President
March 12, 2001
-12-
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REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OHIO STATE FINANCIAL SERVICES, INC.
OHIO STATE FINANCIAL SERVICES, INC. 2001 ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2001
The undersigned shareholder of Ohio State Financial Services, Inc.
("OSFS") hereby constitutes and appoints Marianne Doyle and James Trouten, or
either one of them, as the Proxy or Proxies of the undersigned with full power
of substitution and resubstitution, to vote at the Annual Meeting of
Shareholders of OSFS to be held at the office of Bridgeport Savings and Loan
Association, 435 Main Street, Bridgeport, Ohio, on April 18, 2001, at 1:00 p.m.
local time (the "Annual Meeting"), all of the shares of OSFS which the
undersigned is entitled to vote at the Annual Meeting, or at any adjournment
thereof, on each of the following proposals, all of which are described in the
accompanying Proxy Statement:
1. The election of five directors for terms expiring in 2002:
FOR all nominees WITHHOLD authority to
[ ] listed below [ ] vote for all nominees
(except as specified to the listed below:
contrary below):
John O. Costine
Anton M. Godez
Jon W. Letzkus
William E. Reline
Manuel C. Thomas
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -----------------------------------------------------------------------
2. Ratification of the selection of S. R. Snodgrass, A.C., as the auditors
of OSFS for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OSFS.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE PERSONS LISTED ABOVE AND FOR
RATIFICATION OF THE SELECTION OF S.R. SNODGRASS, A.C., AS THE AUDITORS OF OSFS,
FOR THE CURRENT FISCAL YEAR.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2001 Annual Meeting of Shareholders of OSFS and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
- ---------------------------- ------------------------------
Signature Signature
- ---------------------------- ------------------------------
Print or Type Name Print or Type Name
Dated: Dated:
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PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.