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 section 240.14a-12
FFD FINANCIAL CORPORATION
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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
0-11.
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 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.
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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FFD FINANCIAL CORPORATION
321 NORTH WOOSTER AVENUE
DOVER, OHIO 44622
(330) 364-7777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 2002 Annual Meeting of Shareholders of FFD Financial Corporation
("FFD" or the "Company") will be held at the Monarch Center, 831 Boulevard,
Dover, Ohio 44622, on October 15, 2002 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 three directors of FFD for terms expiring in 2004;
and
2. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only shareholders of FFD of record at the close of business on August
30, 2002, 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
Dover, Ohio Trent B. Troyer, President
September 9, 2002
FFD FINANCIAL CORPORATION
321 NORTH WOOSTER AVENUE
DOVER, OHIO 44622
(330) 364-7777
PROXY STATEMENT
PROXIES
The enclosed Proxy is solicited by the Board of Directors of FFD
Financial Corporation ("FFD") for use at the 2002 Annual Meeting of Shareholders
of FFD to be held at the Monarch Center, 831 Boulevard, Dover, Ohio 44622, on
October 15, 2002, at 1:00 p.m., local time, and at any adjournments thereof (the
"Annual Meeting"). The Proxy will not be used for any other meeting. Without
affecting any vote previously taken, the Proxy may be revoked by a shareholder
executing a later dated proxy which is received by FFD before the Proxy is
exercised or by giving notice of revocation to FFD in writing or in open meeting
before the Proxy is exercised. Attendance at the Annual Meeting will not, by
itself, revoke a 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 election of Stephen G. Clinton, Leonard L. Gundy and
Enos L. Loader as directors of FFD for terms expiring in 2004.
Proxies may be solicited by the directors, officers and other employees
of FFD and its subsidiary, First Federal Community Bank ("First Federal"), in
person or by telephone, telegraph or mail only for use at the Annual Meeting.
The cost of soliciting Proxies will be paid by FFD.
Only shareholders of record as of the close of business on August 30,
2002 (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.
FFD's records disclose that, as of the Voting Record Date, there were 1,237,678
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of FFD on or
about September 16, 2002.
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and FFD's Code of Regulations (the "Regulations"), the
three nominees receiving the greatest number of votes will be elected as
directors. Each shareholder will be entitled to cast one vote for each share
owned. Shares held by a nominee for a beneficial owner that are represented in
person or by proxy but not voted ("non-votes") and shares as to which the
authority to vote is withheld are not counted toward the election of directors.
If you sign and date a Proxy but do not specify how your shares should be voted,
your shares will be voted FOR the election of the three nominees.
OWNERSHIP OF FFD STOCK
The following table sets forth certain information about the number of
common shares of FFD beneficially owned by each current director of FFD and each
nominee for director, by the President of FFD and by all directors and executive
officers of FFD as a group as of August 30, 2002:
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
- -------------------- ---------------- ---------------- ------------------
Stephen G. Clinton 18,250 (2) 17,739 (3) 2.89
J. Richard Gray 15,000 (2) 20,000 2.81
Leonard L. Gundy 1,000 - 0.08
Richard J. Herzig 11,759 (2) 12,500 1.95
Enos L. Loader 6,367 (4) 16,889 (3) 1.87
Roy O. Mitchell, Jr. 13,000 (2) 14,000 2.17
Robert D. Sensel 21,759 (2) 10,000 2.55
Trent B. Troyer 11,294 (5) 15,889 (3) 2.19
All directors and executive
officers of FFD as a group (10 people) 159,364 (6) 80,239 18.19
__________________
(1) Each of the persons listed on this table may be contacted at the
address of FFD.
(2) Includes 8,945 shares that may be acquired upon the exercise of options
awarded under the FFD Financial Corporation 1997 Stock Option and
Incentive Plan (the "Stock Option Plan").
(3) Includes 15,889 shares held by the RRP Trust as to which Mr. Clinton,
Mr. Loader, Mr. Troyer and Robert R. Gerber have shared voting power as
Trustees of the First Federal Community Bank Recognition and Retention
Plan (the "RRP").
(4) Includes 3,578 shares that may be acquired upon the exercise of options
awarded under the Stock Option Plan.
(5) Includes 2,952 shares that may be acquired upon the exercise of options
awarded under the Stock Option Plan.
(6) Includes 79,305 shares that may be acquired upon the exercise of
options awarded under the Stock Option Plan and 200 shares that are
expected to be earned in the next 60 days under the RRP.
-2-
The following table sets forth certain information about the only
persons known to FFD to own beneficially more than five percent of the
outstanding common shares of FFD as of August 30, 2002:
Amount and nature of Percent of
Name and address beneficial ownership shares outstanding
- ---------------- --------------------- ------------------
FFD Financial Corporation 138,210 (1) 11.17%
Employee Stock Ownership Plan
1201 Broadway
Quincy, Illinois 62301
Robert R. Gerber 70,023 (2) 5.55%
658 Orchard Avenue N.W.
New Philadelphia, Ohio 44663
______________________
(1) Includes 79,055 unallocated shares as to which First Bankers Trust
Company, N.A. (the "ESOP Trustee"), as the Trustee for the FFD
Financial Corporation Employee Stock Ownership Plan (the "ESOP"), has
sole voting power. The ESOP Trustee has sole investment power over all
138,210 shares.
(2) Includes 12,846 shares allocated to Mr. Gerber's ESOP account as to
which Mr. Gerber has voting power, 24,175 shares that may be acquired
upon the exercise of an option and 15,889 shares held by the RRP as to
which Mr. Gerber has shared voting power as Trustee.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
The Board of Directors proposes the election of the following persons
to serve as directors of FFD until the annual meeting of shareholders in 2004
and until their successors are duly elected and qualified:
Name Age Director of FFD since
- ---- --- ---------------------
Stephen G. Clinton 49 1995
Leonard L. Gundy 53 -
Enos L. Loader 65 1998
STEPHEN G. CLINTON is Vice President of Young & Associates, a financial
institution consulting and capital markets firm headquartered in Kent, Ohio and
President of Capital Market Securities, Inc., a brokerage firm also located in
Kent. Prior to joining Young in 2001, Mr. Clinton was a principal of Tucker
Anthony Capital Markets, an investment banking firm headquartered in Boston,
Massachusetts, providing assistance to financial institutions in their
implementation of capital strategies. Prior to joining Tucker Anthony in 1997,
Mr. Clinton was for seven years the President of National Capital Companies,
LLC, an investment banking firm.
-3-
LEONARD L. GUNDY is President of Benchmark Construction, Inc. located
in New Philadelphia, Ohio. Mr. Gundy has served as President of Benchmark,
formerly Gundy Construction, Inc., since 1967.
ENOS L. LOADER was employed by Bank One Dover N.A. for 38 years,
retiring in 1998 as Executive Vice President and Chief Operating Officer. He
currently provides business financial consulting to several firms.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for that nominee will be voted for such substitute as the
Board of Directors recommends.
The following directors will continue to serve after the Annual Meeting
for terms expiring in 2003:
Name Age Director of FFD since
- ---- --- ---------------------
J. Richard Gray 75 1995
Roy O. Mitchell, Jr. 75 1995
Robert D. Sensel 57 1995
J. RICHARD GRAY has been employed by Hanhart Agency, Inc., an insurance
agency in Dover, since 1951. Mr. Gray has served as that company's Chairman for
the past seven years.
ROY O. MITCHELL, JR. served as Managing Officer of First Federal from
1967 until his retirement from First Federal in 1992.
ROBERT D. SENSEL has been President and Chief Executive Officer of
Dover Hydraulics, Inc., Dover, Ohio, since 1984. Dover Hydraulics is involved in
the manufacture, repair and distribution of hydraulic cylinders and components
for the steel, construction and mining industries.
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 if the shareholder has submitted a written
nomination to the Secretary of FFD by the later of the July 31st immediately
preceding the annual meeting of shareholders or the sixtieth day before the
first anniversary of the most recent annual meeting of shareholders held for the
election of directors. 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 FFD owned either
beneficially or of record by the nominee and the length of time such shares have
been so owned.
Each of the directors of FFD is also a director of First Federal.
Messrs. Clinton, Gray, Herzig, Mitchell and Sensel became directors of FFD in
1996 in connection with the conversion of First Federal from mutual to stock
form (the "Conversion") and the formation of FFD as the holding company for
First Federal. Mr. Loader was appointed to the boards of FFD and First Federal
effective June 1, 1998.
MEETINGS OF DIRECTORS
The Board of Directors of FFD met twelve times for regularly scheduled
and special meetings during the fiscal year ended June 30, 2002. Each director
attended at least 75% of the aggregate of such meetings and the meetings of the
committees on which he served.
-4-
The Board of Directors of First Federal met thirteen times for
regularly scheduled and special meetings during the fiscal year ended June 30,
2002.
COMMITTEES OF DIRECTORS
FFD has an Audit Committee, a Stock Option Committee, an ESOP
Committee, a Management Assessment Committee and a Nominating Committee. FFD
does not have a compensation committee.
The Audit Committee is responsible for selecting and recommending to
the Board of Directors a firm to serve as auditors for FFD and reviewing the
report prepared by the auditors. All six of the directors serve on the Audit
Committee. The Audit Committee met once during the fiscal year ended June 30,
2002.
The Stock Option Committee is responsible for administering the Stock
Option Plan, including interpreting the Stock Option Plan and granting options
pursuant to its terms. The members of the Stock Option Committee are Messrs.
Gray, Herzig, Mitchell and Sensel. The Stock Option Committee met once during
the fiscal year ended June 30, 2002.
The ESOP committee is responsible for administering and overseeing the
ESOP. All six of the directors are members of the ESOP Committee. The ESOP
Committee met once during the last fiscal year.
The Management Assessment Committee is responsible for evaluating the
performance, leadership and direction of the President and CEO and other members
of management and for establishing the salaries of FFD's officers. All six of
the directors serve on the committee. The Management Assessment Committee met
once during the fiscal year ended June 30, 2002.
The Nominating Committee is responsible for nominating candidates for
election to the Board of Directors. The members of the Nominating Committee are
Messrs. Clinton, Gray, Loader and Sensel. The Nominating Committee met once
during the last fiscal year.
EXECUTIVE OFFICERS
The following persons are executive officers of FFD and First Federal:
Name Age Positions held
- ---- --- --------------
Trent B. Troyer 39 President and Chief Executive Officer of FFD and
First Federal
Robert R. Gerber 53 Vice President, Treasurer and Chief Financial Officer
of FFD and First Federal
Shirley A. Wallick 57 Secretary of FFD and First Federal
Scott C. Finnell 33 Executive Vice President of FFD and First Federal
-5-
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following includes compensation paid to Mr. Troyer, who is
currently the President and Chief Executive Officer of FFD and First Federal,
and for Mr. Gerber who served as President of FFD and First Federal until
October 2000. No other executive officer of FFD or First Federal earned salary
and bonus in excess of $100,000 during such periods.
Summary Compensation Table
--------------------------
------------------------ ----------------------------------------------------------------------
Annual compensation(1) Long term compensation
- --------------------- ------- ------------------------ ----------------------------------------------------------------------
Awards Payouts
--------------------------------------- ------------------------------
Name and Principal Year Salary Bonus Restricted stock Securities underlying LTIP All other
Position ($) ($) awards options/SARs Payouts compensation
($) (#) (#) (2)
- --------------------- ------- ------------------------ ----------------- --------------------- ------------ -----------------
Trent B. Troyer, 2002 $82,000 $25,000 - 2,000 - $14,759
President 2001 $67,500 $10,000 - - - $11,323
Robert R. Gerber, 2001 $77,000 $ 6,000 - - - $17,499
President 2000 $89,000 $ 6,500 - - - $32,362
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Troyer and Mr. Gerber, the cost of which was less than
10% of their compensation.
(2) Consists of the value of allocations to Mr. Troyer and Mr. Gerber's
respective ESOP accounts.
STOCK OPTION PLAN
The shareholders of FFD adopted the Stock Option Plan in 1996, and
145,475 shares have been reserved for issuance upon exercise of options, of
which 138,329 shares have been awarded. Directors, officers and employees of FFD
and First Federal are eligible to receive options under the Stock Option Plan.
-6-
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Troyer at June 30, 2002:
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/02 Option/SAR Values
------------------------------------------------------------------------------------
Number of securities underlying Value of unexercised
Shares unexercised options/SARs at "in the money" options/
acquired on Value 6/30/02(#) SARs at 6/30/02($)(1)
Name exercise(#) realized($) exercisable/unexercisable exercisable/unexercisable
- ---- ------------- ----------- -------------------------- -------------------------
Trent B. Troyer -0- N/A 2,952 / 2,000 $7,616 / $3,500
_________________
(1) For purposes of this table, the value of the option was determined by
multiplying the number of shares subject to unexercised options by the
difference between the exercise price of the option and the fair market
value of FFD's common shares, which was $13.75 per share on June 30,
2002, based on the closing bid price reported by Nasdaq. The exercise
price of 2,952 of Mr. Troyer's options is $11.17 per share and the
exercise price for 2,000 of Mr. Troyer's options is $12.00 per share.
The following table sets forth information regarding all stock option
grants to Mr. Troyer during the year ended June 30, 2002:
Option/SAR Grants in Last Fiscal Year
------------------------------------------------------------------------------------------
Number of Percent of total
securities options/SARs
underlying granted
options/SARs to employees Exercise or base
Name granted (#) in fiscal year price ($/sh) Expiration date
- ----- ----------- ------------- ----------- ----------------
Trent B. Troyer 2,000 100 12.00 1/11/12
______________________________
RECOGNITION AND RETENTION PLAN
The RRP has purchased 50,245 common shares of FFD, 37,924 of which have
been awarded and not forfeited. One-fifth of such shares become earned and
non-forfeitable on each of the first five anniversaries of the date of the
award.
EMPLOYEE STOCK OWNERSHIP PLAN
FFD has established the ESOP for the benefit of employees of FFD and
its subsidiaries, including First Federal, who are age 21 or older and who have
completed at least one year of service with FFD and its subsidiaries. The ESOP
provides an ownership interest in the Company to all eligible full-time
employees of the Company. The ESOP trust borrowed funds from the Company with
which it acquired 116,380 common shares in the Conversion.
Contributions to the ESOP and shares released from the suspense account
are allocated among participants on the basis of compensation. Except for
participants who retire, become disabled or die during a plan year, all other
participants must have completed at least 1,000 hours of service in order to
receive an allocation. Benefits become fully vested after five years of service.
-7-
DIRECTOR COMPENSATION
Each director who is not an executive officer of FFD receives a fee of
$300 per regular meeting attended and $50 per special meeting attended. Each
director who is not an executive officer of First Federal receives a fee of $700
per regular meeting attended and $50 per special meeting attended. In addition,
directors who are not executive officers of either FFD or First Federal receive
a fee of $25 per committee meeting attended.
In addition to the fees mentioned above, Mr. Loader received $20,000
for his service as Chairman of the Board of Directors.
CERTAIN TRANSACTIONS
First Federal makes loans to executive officers and directors in the
ordinary course of business. All amounts owed by directors or executive officers
in excess of $60,000 during the last two fiscal years were owed pursuant to
loans made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons, did not involve more than the normal
risk of collectibility or present other unfavorable features and are current in
their payments.
In January 2002, Benchmark Construction, Inc. was awarded a contract in
the amount of $207,500 to renovate First Federal's new branch office at 902
Boulevard, Dover, Ohio 44622. Mr. Gundy, a nominee for election as director of
FFD, is the President and a shareholder of Benchmark.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, FFD's directors and executive
officers and persons holding more than 10% of the common shares of FFD are
required to report their ownership of common shares and any changes in such
ownership to the Securities and Exchange Commission (the "SEC") and FFD. To the
Company's knowledge, based solely upon a review of such reports and written
representations that no other reports were required during the fiscal year ended
June 30, 2002, Mr. Finnell filed after the applicable due date a Form 3
regarding his share ownership at the time he became an officer of the Company
and a Form 5 regarding the granting of an award of RRP shares. No other
directors, officers or 10% holders failed to timely file any such reports.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP as the auditors
of FFD for the current fiscal year. Management expects that a representative of
Grant Thornton 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.
-8-
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of FFD is comprised of
six directors, all of whom are considered "independent" under Rule 4200(a)(14)
of the National Association of Securities Dealers' listing standards. The Audit
Committee is responsible for overseeing the Company's accounting functions and
controls, as well as recommending to the Board of Directors an accounting firm
to audit FFD's financial statements. The Audit Committee has adopted a charter
to set forth its responsibilities (the "Charter").
As required by the Charter, the Audit Committee received and reviewed
the report of Grant Thornton regarding the results of their audit, as well as
the written disclosures and the letter from Grant Thornton required by
Independence Standards Board Standard No. 1. The Audit Committee reviewed the
audited financial statements with the management of FFD. A representative of
Grant Thornton also discussed with the Audit Committee the independence of Grant
Thornton from FFD, as well as the matters required to be discussed by Statement
of Auditing Standards 61. Discussions between the Audit Committee and the
representative of Grant Thornton included the following:
- Grant Thornton's 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 Grant Thornton's retention
- Whether Grant Thornton encountered any difficulties in
performing the audit
- Grant Thornton's judgments about the quality of FFD's
accounting principles
- Grant Thornton's 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 Grant Thornton, the Audit Committee
did not become aware of any material misstatements or omissions in the financial
statements. Accordingly, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended June 30, 2002, to be filed with the SEC.
Stephen G. Clinton
J. Richard Gray
Richard J. Herzig
Enos L. Loader
Roy O. Mitchell, Jr.
Robert D. Sensel
-9-
AUDIT FEES
During the fiscal year ended June 30, 2002, Grant Thornton billed FFD
$42,575 in fees for professional services in connection with the audit of FFD's
annual financial statements and the review of financial statements included in
FFD's Forms 10-QSB.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the last fiscal year, FFD did not occur fees for professional
accounting services to design, implement or manage, hardware or software that
collects or generates information significant to FFD's financial statements.
ALL OTHER FEES
During the fiscal year ended June 30, 2002, Grant Thornton billed FFD
$7,650 in fees for services rendered by Grant Thornton for all accounting
services other than the services discussed under the headings AUDIT FEES and
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES above.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
If a qualified shareholder of FFD intends to submit a proposal to be
considered for inclusion in FFD's form of Proxy and in FFD's Proxy Statement
(the "Proxy Materials") for the 2003 Annual Meeting of Shareholders (the "2003
Annual Meeting"), such proposal must be received by the Company no later than
May 15, 2003. If a shareholder intends to present a proposal at the 2003 Annual
Meeting and the proposal was not included in the Proxy Materials, then the
proxies designated by the Board of Directors of FFD for the 2003 Annual Meeting
of Shareholders of FFD will still be entitled to vote in their discretion on
such proposal despite the exclusion of any discussion of the matter in the Proxy
Materials if the proposal is not received by FFD before July 30, 2003.
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 SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Dover, Ohio Trent B. Troyer, President
September 9, 2002
-10-
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FFD FINANCIAL CORPORATION
FFD FINANCIAL CORPORATION 2002 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 15, 2002
The undersigned shareholder of FFD Financial Corporation ("FFD") hereby
constitutes and appoints J. Richard Gray and Robert D. Sensel, or either one of
them, as the Proxy or Proxies of the undersigned with full power of substitution
and resubstitution, to vote at the 2002 Annual Meeting of Shareholders of FFD to
be held at the Monarch Center, 831 Boulevard, Dover, Ohio 44622, at 1:00 p.m.
local time (the "Annual Meeting"), all of the shares of FFD 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 three directors:
[ ] FOR all nominees [ ] WITHHOLD authority to
Listed below vote for all nominees
(except as marked to the listed below:
contrary below):
Stephen G. Clinton
Leonard L. Gundy
Enos L. Loader
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -----------------------------------------------------------------------
2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
The Board of Directors recommends a vote "FOR" the nominees listed
above.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposal 1.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 2002 Annual Meeting of Shareholders of FFD 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: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.