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
First Franklin Corporation
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(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:
2) Aggregate number of securities to which transaction applies:
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:
4) Proposed maximum aggregate value of transaction:
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.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 25, 2005
The Annual Meeting of Stockholders (the "Meeting") of First Franklin
Corporation (the "Company"), the holding company for The Franklin Savings and
Loan Company, will be held at the corporate office of the Company located at
4750 Ashwood Drive, Cincinnati, Ohio 45241 on April 25, 2005, at 3:00 p.m. local
time.
The Meeting is for the following purposes, all of which are described in
the accompanying Proxy Statement:
1. The reelection of one director of the Company;
2. The ratification of the selection of Clark, Schaefer, Hackett
& Co. as the independent auditors of the Company for the
current fiscal year; and
3. Such other matters as may properly come before the Meeting or
any adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting. Action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which the Meeting may be
adjourned.
Stockholders of record at the close of business on March 9, 2005, are
entitled to vote at the Meeting and any adjournments thereof. A proxy card and a
proxy statement for the Meeting are enclosed. Please complete and sign the
enclosed proxy card and return it promptly in the enclosed envelope. The proxy
will not be used if you submit a written revocation or a later-dated proxy to
the Company before the commencement of voting at the Meeting or if you attend
the Meeting and vote in person.
Cincinnati, Ohio By Order of the Board of Directors
March 25, 2005
Thomas H. Siemers
President and Chief Executive Officer
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2005
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of First Franklin Corporation (the "Company") of proxies
to be used at the 2005 Annual Meeting of Stockholders of the Company (the
"Meeting") and all adjournments thereof. The Meeting will be held at the
corporate office of the Company located at 4750 Ashwood Drive, Cincinnati, Ohio
45241, on April 25, 2005, at 3:00 p.m. local time. The Notice of Annual Meeting
of Stockholders and this Proxy Statement are first being mailed to stockholders
on or about March 25, 2005.
The shares represented by proxies will be voted at the Meeting and at all
adjournments thereof. Stockholders who submit proxies may revoke them at any
time before the commencement of voting at the Meeting by either (i) submitting a
written revocation or a later-dated proxy to the Secretary of the Company, or
(ii) attending the Meeting and voting in person before the proxy is exercised.
Attending the Meeting will not, by itself, revoke a proxy. Each properly
executed proxy received by the Board of Directors of the Company and not revoked
will be voted as directed by the stockholder or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of John L. Nolting as a director of the Company for a
term expiring in 2008; and
FOR the ratification of the selection of Clark, Schaefer, Hackett & Co.
("Clark Schaefer") as the independent auditors of the Company for
the current fiscal year.
Proxies may be solicited by the directors, officers and other employees of
the Company and/or The Franklin Savings and Loan Company ("Franklin") in person
or by telephone, telegraph, mail, facsimile or electronic mail for use only at
the Meeting. The Company will bear the costs of preparing, assembling, printing
and mailing this Proxy Statement and the enclosed proxy and will pay all other
costs incurred in the solicitation of proxies by the Board of Directors.
Only stockholders of record as of the close of business on March 9, 2005,
are entitled to notice of, and to vote at, the Meeting, and each such
stockholder is entitled to one vote for each share held on such date. As of that
date, the Company had 1,654,706 shares of common stock issued and outstanding.
REQUIRED VOTES
A majority of the shares of the Company's issued and outstanding common
stock, present in person or represented by proxy at the Meeting, will constitute
a quorum for the Meeting. Abstentions and broker "non-votes" (described below)
are counted for purposes of determining a quorum.
Under Delaware law and the Company's Bylaws, the following proposals must
receive the corresponding vote to be adopted:
Proposal Required vote
-------- -------------
1) Election of directors The nominee receiving the greatest number of
votes will be elected to the Board of Directors.
2) Ratification of the selection of The affirmative vote of a majority of the shares
Clark Schaefer as the independent represented in person or by proxy at the Meeting is
auditors of the Company for the necessary to ratify the selection of Clark Schaefer as
current fiscal year auditors of the Company.
Stockholders holding shares in "street name" should review the information
provided to them by the brokerage firm, bank or other record holder of the
shares. This information will describe the procedures to follow to instruct the
nominee how to vote the street name shares and to revoke previously given
instructions.
If your shares are held in street name and you do not return a proxy card,
brokerage firms have the authority, under applicable rules of The Nasdaq Stock
Market and other self-regulatory organizations of which they are members, to
vote your shares in their discretion on certain routine matters. The election of
directors and the ratification of auditors are considered routine. Consequently,
if you do not provide a proxy to vote your shares, your brokerage firm may elect
to vote or not vote your shares for you. Proxies signed and submitted by
brokerage firms which have not been voted are referred to as "non-votes." Broker
non-votes, abstentions and proxies as to which the authority to vote is withheld
are counted toward the establishment of a quorum, but are not counted toward the
election of directors. A non-vote or an abstention on the ratification of the
selection of auditors has the same effect as a vote against ratification.
If you sign and date a proxy but do not specify how you wish it to be
voted, it will be voted FOR the reelection of the nominee for director and FOR
the ratification of the selection of Clark Schaefer as the independent auditors
of the Company for the current fiscal year.
2
OWNERSHIP OF COMPANY STOCK
The following table contains share ownership information as of March 9,
2005, for (i) each director of the Company, (ii) each individual named in the
Summary Compensation Table under the heading "Executive Compensation," (iii) and
all directors and officers of the Company and its most significant subsidiary,
Franklin, as a group.
Shares beneficially Percent of
Name and address (1) owned (2) class (3)
- ---------------------------------------------- ------------------- ----------
Richard H. Finan 83,924(4) 5.05
Donald E. Newberry, Sr. 3,875(5) 0.23
John L. Nolting 6,500(6) 0.39
Gretchen J. Schmidt 81,117(7) 4.85
Thomas H. Siemers 369,041(8) 21.79
Mary W. Sullivan 5,375(9) 0.32
Daniel T. Voelpel 64,130(10) 3.83
All directors and executive officers of the
Company and Franklin as a group (11 persons) 583,442(11) 33.25
- ----------
(1) Each of the persons listed in this table may be contacted at the address
of the Company, 4750 Ashwood Drive, Cincinnati, Ohio 45241.
(2) Unless otherwise indicated by footnote, the individual has sole voting and
investment power for all shares reported as beneficially owned.
(3) Based on 1,654,706 shares outstanding plus the number of vested stock
options held by the person or group.
(4) Includes 6,500 shares that may be acquired upon the exercise of stock
options and 37,500 shares as to which Mr. Finan shares voting and
investment power.
(5) Includes 2,625 shares that may be acquired upon the exercise of stock
options.
(6) Includes 4,750 shares that may be acquired upon the exercise of stock
options.
(7) Includes 19,500 shares that may be acquired upon the exercise of stock
options, 15,696 shares allocated to Ms. Schmidt's Franklin Savings and
Loan Company Employee Stock Ownership Plan (the "ESOP") account and 1,350
shares as to which Ms. Schmidt shares voting and investment power.
(8) Includes 39,000 shares that may be acquired upon the exercise of stock
options, 47,799 shares allocated to Mr. Siemers' ESOP account as to which
he has sole voting and investment power, 33,356 shares as to which Mr.
Siemers has shared voting and investment power, 130,400 shares owned by
the ESOP and allocated to the accounts of other participants and 2,420
unallocated ESOP shares as to which Mr. Siemers has shared investment
power as the ESOP Trustee.
(9) Includes 2,625 shares that may be acquired upon the exercise of stock
options and 1,500 shares as to which Ms. Sullivan shares voting and
investment power.
(10) Includes 18,200 shares that may be acquired upon the exercise of stock
options, 25,552 shares allocated to Mr. Voelpel's ESOP account and 16,000
shares as to which Mr. Voelpel shares voting and investment power.
(Footnotes continued on next page)
3
(11) Includes shares held directly, shares allocated to executive officers'
accounts in the ESOP, shares that may be acquired upon the exercise of
stock options and shares held by certain family members over which the
specified persons effectively exercise sole or shared voting and
investment power. Also includes the shares that may be deemed to be
beneficially owned by Mr. Siemers as Trustee of the ESOP. Shares owned by
the ESOP are counted only once in calculating the total number of shares
held by Mr. Siemers and the other directors and executive officers as a
group.
The following table contains share ownership information as of March 9,
2005, regarding those persons or entities who were known by the Company to
beneficially own more than five percent of the Company's outstanding shares:
Shares beneficially Percent of
Name and address owned class
---------------- ------------------- ----------
Thomas H. Siemers (1)
First Franklin Corporation
4750 Ashwood Drive
Cincinnati, Ohio 45241 369,041 21.79
Franklin Savings & Loan Company
Employee Stock Ownership Plan (2)
4750 Ashwood Drive
Cincinnati, Ohio 45241 180,619 10.92
Jeffrey L. Gendell (3)
55 Railroad Ave.
3rd Floor
Greenwich, Connecticut 06830 100,353 6.06
Tontine Financial Partners, L.P. (3)
Tontine Management, L.L.C. (3)
55 Railroad Ave.
3rd Floor
Greenwich, Connecticut 06830 91,353 5.52
Richard H. Finan (4)
First Franklin Corporation
4750 Ashwood Drive
Cincinnati, Ohio 45241 83,924 5.05
- ----------
(1) See footnote (8) in the preceding table.
(2) All shares held by the ESOP are also included as shares beneficially owned
by Mr. Siemers as Trustee of the ESOP.
(3) Based upon information contained in a Schedule 13D filed August 21, 2003,
with the Securities and Exchange Commission (the "SEC") by Tontine
Financial Partners, L.P., Tontine Management, L.L.C. and Mr. Jeffrey L.
Gendell. According to the Schedule 13D filing, each of the foregoing
reported shared voting power and shared dispositive power over 91,353
shares and Mr. Gendell reported sole voting power and sole investment
power over 9,000 shares.
(4) See footnote (4) in the preceding table.
4
ELECTION OF DIRECTORS AND BOARD INFORMATION
The Company's Board of Directors takes a critical role in guiding the
Company's strategic direction and overseeing the Company's management. There are
five members of the Company's Board of Directors, a majority of whom the Board
has determined are "independent directors" under applicable Nasdaq rules.
Directors are elected to serve for three-year terms and until their respective
successors are duly elected and qualified. Approximately one-third of the Board
of Directors is elected annually.
NOMINATIONS PROCESS AND CANDIDATE SELECTION
The Company's Nominating Committee oversees the nominations process and
recommends to the Board a slate of nominees for election as directors. The
members of the Nominating Committee are Mr. Finan, Rev. Newberry and Ms.
Sullivan, each of whom is independent under applicable Nasdaq rules. The
Nominating Committee operates pursuant to a charter that sets forth its
responsibilities regarding the nominations process. The charter is not currently
available on the Company's website, however, a copy of the Nominating Committee
Charter was attached as Exhibit A to the Proxy Statement for the 2004 Annual
Meeting of Stockholders.
The Nominating Committee has not established a formal process for
identifying and evaluating nominees due to the committee's desire to approach
the nominations process according to the composition of the Board at the time.
However, the process for identifying and evaluating nominees is generally as
follows: In the case of incumbent directors whose terms of office are set to
expire, the Nominating Committee reviews such directors' overall service to the
Company during their term, including the number of meetings attended, level of
participation and quality of performance. When searching for a new candidate,
the committee may look first to the board of Franklin for any potential
candidates who are currently serving on Franklin's board but not on the
Company's board. The Nominating Committee will then either nominate incumbent
directors for reelection, will nominate current directors of Franklin to serve
on the Company's board or, if the committee feels a new director is necessary or
desirable, will use its network of contacts to compile a list of potential
candidates. The committee then meets to discuss and consider each candidate's
qualifications and chooses the nominees by majority vote.
The Nominating Committee does not have any specific criteria that it
believes nominees for election as directors of the Company must meet. However,
the committee generally looks for candidates who will be most effective in
meeting the long term interests of the Company and its stockholders, who possess
high personal values, integrity and judgment and who have an understanding of
the environment in which the Company does business. Factors such as community
involvement, financial and business development expertise and business
experience are all considered when evaluating potential nominees. In the case of
new director candidates, the committee determines whether the nominee is
"independent" and whether the new director must be independent for the Company
to remain in compliance with Nasdaq listing requirements.
5
The Nominating Committee will consider director candidates recommended by
stockholders. The Nominating Committee Charter provides that the committee will
receive and evaluate candidates for director proposed by stockholders equally,
and using the same criteria, as recommendations from the Board, the committee,
management or other sources. Other than as set forth in the charter, the
Nominating Committee does not have any other policies regarding the
consideration of such recommendations. The lack of policies regarding
stockholder recommendations is primarily due to the Company's lack of experience
with such recommendations and the need to evaluate such recommendations on a
case-by-case basis.
A stockholder who wishes to make a recommendation for a director candidate
should contact the Board of Directors in the manner described in this Proxy
Statement under the heading "Stockholder Communications with Directors." Any
stockholder wishing to make a formal nomination for a director candidate must
follow the procedures set forth in Article III, Section 13 of the Company's
Bylaws.
NOMINEE AND INCUMBENT DIRECTORS
Pursuant to the Nominating Committee's recommendation, the Board of
Directors proposes the election of the following nominee to serve as a director
of the Company until the annual meeting of stockholders in 2008 and until his
successor is duly elected and qualified:
Positions held with Year first
the Company elected director of Term to
Name Age (1) and Franklin the Company/Franklin expire
- ---- ------- ------------------- -------------------- -------
John L. Nolting 72 Director 1987/1981 2008
- ----------
(1) As of March 9, 2005.
John L. Nolting has been the President and Chief Executive Officer of
DataTech Services, Inc., a computer service company located in Cincinnati, since
1974. He also is a Vice President of N-Soft of North America, a developer of
software tools for the telecommunications industry, serves as the President and
Chief Executive Officer of Synoprise Solutions, Inc., a software developer
located in Cincinnati, and is a director and the President of DirectTeller
Systems, Inc.
If Mr. Nolting is unable to serve, the shares represented by all valid
proxies will be voted for the election of the substitute nominee, if any,
recommended by the Board of Directors. At this time, the Board knows of no
reason why Mr. Nolting might be unable to serve if elected. There are no
arrangements or understandings between Mr. Nolting and any other person pursuant
to which he was selected.
Your Board of Directors recommends that you vote FOR the reelection of Mr.
Nolting.
6
The following directors will continue to serve after the Meeting for the
terms set forth opposite their names:
Positions held with Year first
the Company elected director of Term to
Name Age (1) and Franklin the Company/Franklin expire
- ---- ------- -------------------------- -------------------- -------
Richard H. Finan 70 Director 1987/1968 2006
Mary W. Sullivan 48 Director 2003/1996 2006
Donald E. Newberry, Sr. 77 Director 2003/1996 2007
Thomas H. Siemers 71 President, Chief Executive 1987/1953 2007
Officer and Director
- ----------
(1) As of March 9, 2005
Richard H. Finan is an attorney and has had a private legal practice since
1959. He was a member of the Ohio General Assembly from 1973 until 2002, and
served as President of the Ohio Senate from 1997 until 2002. Mr. Finan is also a
director of Union Central Life Insurance Company.
Mary W. Sullivan has been an attorney with the Cincinnati, Ohio law firm
of Peck, Shaffer & Williams LLP since 1980. Ms. Sullivan also serves as a
director of Summit Mutual Funds, Inc. and is a former member of the Ohio
Elections Commission.
Donald E. Newberry, Sr. has served as pastor of the Lee Chapel AME Church
for over 40 years. Rev. Newberry has been involved in numerous civic and
charitable organizations, including the Dan Beard Council of Boy Scouts, the
Cincinnati Board of Health, Victory Neighborhood Services of Greater Cincinnati
and the Board of Directors of the Payne Theological Seminary.
Thomas H. Siemers has been employed by Franklin since 1949, has been a
director of Franklin since 1953, and has served as President and Chief Executive
Officer since 1968. Mr. Siemers served as a director of the Federal Home Loan
Bank of Cincinnati from 1978 to 1983, as the Chairman of the Ohio Savings and
Loan League in 1981 and 1982 and served on the Executive Committee of the U.S.
League of Savings Institutions from 1982 to 1985. Mr. Siemers also serves a
director of Intrieve, Incorporated. Mr. Siemers is the father of Ms. Schmidt,
the Secretary and Treasurer of the Company.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE COMPANY
Regular meetings of the Company's Board of Directors are held quarterly.
During the year ended December 31, 2004, the Company's Board of Directors held a
total of seven regular and special meetings. With the exception of Rev.
Newberry, all of the directors of the Company attended at least 75% of the total
meetings of the Company's Board of Directors and meetings held by all committees
of the Company's Board of Directors on which such director served during the
year. The Company has no standing compensation committee and currently pays no
7
compensation to any of its employees, which are comprised solely of its
executive officers. In the event the Company pays any compensation in the
future, in accordance with Nasdaq rules, decisions regarding executive officer
compensation would be made by the independent directors. The Company's
Nominating and Audit Committees are discussed below.
Nominating Committee. The Nominating Committee is comprised of Mr. Finan,
Rev. Newberry and Ms. Sullivan, each of whom is independent under applicable
Nasdaq rules. The Nominating Committee met once during 2004. More information on
the Nominating Committee can be found above under the heading "Nominations
Process and Candidate Selection."
Audit Committee. The Company's Audit Committee is also comprised of Mr.
Finan, Rev. Newberry and Ms. Sullivan. The Audit Committee met four times during
2004. For a description of the duties of the Audit Committee, see "AUDIT
COMMITTEE REPORT" below.
The SEC has adopted rules requiring companies to disclose whether or not
at least one member of the Audit Committee is a "financial expert" as defined in
such rules, and, if not, why. The Board of Directors has determined that none of
the members of the Audit Committee meets the criteria necessary to be a
"financial expert," which is basically limited to those who have prepared or
audited public company financial statements. While it might be possible to
recruit a person who meets these qualifications, the Board has determined that
in order to fulfill all of the functions of the Board and the Audit Committee,
it is not in the best interests of the Company to nominate someone as a director
solely because he or she would qualify as a "financial expert." The Audit
Committee consists of three non-employee directors, each of whom is independent
and meets all of the Nasdaq requirements for audit committee membership, and one
of whom, Mr. Finan, has "financial sophistication" under Nasdaq rules. They have
been selected for the Audit Committee by the Board based upon the Board's
determination that they are fully qualified to monitor the performance of
management, the public disclosures by the Company of its financial condition and
performance, our internal accounting operations and our independent auditors. In
addition, the Audit Committee has the ability to retain its own independent
accountants, counsel or other consultants whenever it deems appropriate.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE OF FRANKLIN
The Board of Directors of Franklin, the principal subsidiary of the
Company, includes the five directors of the Company, as well as Gretchen J.
Schmidt and John J. Kuntz. Franklin's Board of Directors holds regular monthly
meetings. Franklin's Board held a total of 12 regular and special meetings
during 2004. All directors attended at least 75% of the total meetings of
Franklin's Board of Directors and meetings held by all committees of Franklin's
Board of Directors on which such director served. The Board of Directors of
Franklin has standing Executive and Compensation Committees.
Executive Committee. Franklin's Executive Committee consists of the
President and three other members of Franklin's Board of Directors. Each Board
member, other than the President, serves for a total of six months during the
year on a rotating basis. This committee met three times during 2004 and will
meet as necessary during 2005. The committee exercises
8
the power of Franklin's Board of Directors between regular Board meetings. All
of its actions are reviewed and ratified by Franklin's full Board of Directors.
Compensation Committee. Franklin's Compensation Committee reviews and
makes recommendations to Franklin's Board of Directors regarding compensation
of, and benefit programs involving, Franklin's employees, including its
executive officers. The Compensation Committee is comprised of Messrs. Siemers,
Finan and Nolting, but Mr. Siemers does not participate in decisions regarding
his own compensation. This committee met twice during 2004.
COMPENSATION OF THE BOARD OF DIRECTORS
During 2004, each director who served during the year received director's
fees of $7,500 from the Company and $19,500 from Franklin. Neither the Company
nor Franklin pays fees for committee membership.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
A stockholder may communicate with the Board of Directors by mailing a
written communication to the Secretary of the Company, addressed to the whole
Board of Directors, to an individual director or to a group of directors at the
Company's address at 4750 Ashwood Drive, Cincinnati, Ohio 45241. All such
communications will be reviewed by the Secretary and, except for communications
clearly of a marketing nature, will then be forwarded to the full Board or to
the specified director or directors.
DIRECTOR ATTENDANCE AT THE ANNUAL MEETING
Absent exigent circumstances, the Company expects all directors and
nominees for election as a director to attend the Company's annual meeting of
stockholders. Directors and nominees who cannot attend an annual meeting in
person are expected to, if possible, attend telephonically or through other
means of communication. Any director or nominee who cannot attend an annual
meeting is expected to notify the Secretary of the Company of his or her
inability to attend as far in advance of the annual meeting as possible. All
five directors attended the 2004 annual meeting of stockholders
EXECUTIVE OFFICERS
The following information describes the business experience during the
past five years of the executive officers of the Company and Franklin, other
than Mr. Siemers whose experience is described above under the heading "ELECTION
OF DIRECTORS AND BOARD INFORMATION." Each officer is elected annually to serve
until his or her successor is elected and qualified, or until he or she resigns
or is removed by the Board. There are no arrangements or understandings between
the persons named below and any other person pursuant to which such officers
were elected.
9
Gregory W. Meyers, age 47, is a Vice President and the Chief Lending
Officer of Franklin. Prior to joining Franklin in August 2004, Mr. Meyers served
as First Vice President, Manager of Mortgage Lending of First Financial Bank in
Hamilton, Ohio. From 1993 to 1997, Mr. Meyers was Vice President of Commercial
Real Estate and Mortgage Lending with The Huntington National Bank.
John P. Owens, age 47, is the Vice President of Special Projects of
Franklin. Prior to joining Franklin in September 2004, Mr. Owens was a Vice
President and Commercial Real Estate Officer with Oak Hill Bank. From 1998 until
2003, Mr. Owens was a Vice President and Chief Lending Officer with Ameriana
Bank and Trust.
Gretchen J. Schmidt, age 48, has been the Secretary and Treasurer of the
Company since 1988. She also serves as Vice President of Operations, Secretary
and a director of Franklin and is Vice President, Secretary and a director of
Madison Service Corporation, Franklin's wholly owned subsidiary, and is the
Secretary of DirectTeller Systems, Inc. Ms. Schmidt held a variety of part-time
positions with Franklin between 1971 and 1978 and has held various full-time
positions since 1978. Currently, she is responsible for branch operations and
general corporate administration. Ms. Schmidt is the daughter of Mr. Siemers,
the President of the Company.
Lawrence J. Spitzmueller, age 47, joined Franklin in 1992 as Chief
Compliance and Security Officer, became Vice President for Residential Lending
in April 2002 and was named Vice President of Compliance and Internal Audit in
2003. Prior to joining Franklin, he was an enforcement attorney with the Office
of Thrift Supervision.
Daniel T. Voelpel, age 56, has been Vice President and Chief Financial
Officer of the Company since 1988. He also serves as Vice President and Chief
Financial Officer of Franklin, Treasurer of DirectTeller Systems, Inc. and
Treasurer and a director of Madison Service Corporation. He has been with
Franklin since 1983.
EXECUTIVE COMPENSATION
The following table provides certain compensation information for Mr.
Siemers, the President and Chief Executive Officer of the Company and Franklin,
Mr. Voelpel, the Vice President and Chief Financial Officer of the Company and
Franklin and Ms. Schmidt, the Secretary and Treasurer of the Company and Vice
President of Operations and Secretary of Franklin. No other executive officer of
the Company or Franklin received an annual salary and bonus exceeding $100,000
in the past three years. The table includes compensation paid in all forms by
Franklin for all services rendered during the periods shown. The Company
currently does not pay any compensation to its executive officers.
10
Summary Compensation Table
Annual compensation (1) Long-term compensation
----------------------- ----------------------------------------------------------
Awards Payouts
----------------------------------- ---------------------
Restricted Securities underlying LTIP All other
Salary Bonus stock awards options/SARs payouts compensation
Name and principal position Year ($) ($) ($) (#)(2) (#) (3)(4)(5)
- --------------------------- ------ ----------- ---------- ------------ --------------------- ------- ------------
THOMAS H. SIEMERS 2004 $ 227,445 -- -- 4,875 -- $ 36,756
President, Chief Executive 2003 $ 225,195 -- -- 9,750 -- $ 32,873
Officer and Director of the 2002 $ 224,195 -- -- 9,750 -- $ 33,794
Company and Franklin
DANIEL T. VOELPEL 2004 $ 128,363 -- -- 2,250 -- $ 22,297
Vice President and Chief 2003 $ 125,000 -- -- 4,500 -- $ 20,205
Financial Officer of the 2002 $ 120,000 -- -- 4,500 -- $ 20,324
Company and Franklin
GRETCHEN J. SCHMIDT 2004 $ 110,565 -- -- 2,250 -- $ 18,469
Secretary and Treasurer of 2003 $ 101,540 -- -- 4,500 -- $ 16,234
the Company, Vice President 2002 $ 83,040 -- -- 4,500 -- $ 14,244
of Operations, Secretary and
Director of Franklin
- ----------
(1) Does not include amounts attributable to other misc ellaneous benefits
received by Messrs. Siemers and Voelpel and Ms. Schmidt, the cost of which
was less than 10% of their compensation.
(2) Represents the number of shares of common stock underlying options granted
to Messrs. Siemers and Voelpel and Ms. Schmidt.
(3) For Mr. Siemers, consists of contributions to the Company's defined
contribution plan of $20,500, $20,000 and $20,000 for 2004, 2003 and 2002,
respectively, the $11,699, $10,335 and $12,229 value of the allocations to
his ESOP account for 2004, 2003 and 2002, respectively, and life insurance
premiums paid by Franklin of $4,557, $2,538 and $1,565 for 2004, 2003 and
2002, respectively.
(4) For Mr. Voelpel, consists of contributions to the Company's defined
contribution plan of $13,563 $13,066 and $12,493 for 2004, 2003 and 2002,
respectively, the $7,740, $6,752 and $7,638 value of the allocations to
his ESOP account for 2004, 2003 and 2002, respectively, and life insurance
premiums paid by Franklin of $994, $387 and $193 for 2004, 2003 and 2002,
respectively.
(5) For Ms. Schmidt, consists of contributions to the Company's defined
contribution plan of $11,563, $10,649 and $8,802 for 2004, 2003 and 2002,
respectively, the $6,599, $5,503 and $5,382 value of the allocations to
her ESOP account for 2004, 2003 and 2002, respectively, and life insurance
premiums paid by Franklin of $307, $82 and $60 for 2004, 2003 and 2002,
respectively.
11
STOCK OPTION INFORMATION
The following table contains information regarding all grants of options
to purchase shares of the Company's common stock made to Mr. Siemers, Mr.
Voelpel and Ms. Schmidt during 2004:
Individual Grants
--------------------------------------------------------------------------------------------
Number of securities % of total options/
underlying SARs granted to Exercise or Expiration
Name options/SARs granted (#)(1) employees in fiscal year base price ($/share) date
- ---- --------------------------- ------------------------ -------------------- ----------
Thomas H. Siemers 4,875 13.65 $ 22.42 3/01/10
Daniel T. Voelpel 2,250 6.30 $ 20.38 3/01/15
Gretchen J. Schmidt 2,250 6.30 $ 20.38 3/01/15
- ----------------
(1) Each option was granted on December 17, 2004, and is first exercisable for
one-third of the shares subject to the option on each of January 20, 2006,
2007 and 2008, provided that both the option recipient and the Company
achieve specified performance goals in 2005. If the recipient achieves his
or her 2005 performance goals and the Company fails to achieve its 2005
performance goals, the recipient may exercise only 50% of his or her
allocated options. If the recipient fails to achieve his or her 2005
performance goals, no options will be exercisable. The options are
intended to qualify as incentive stock options.
The following table contains information regarding the number and value of
unexercised options held by Mr. Siemers, Mr. Voelpel and Ms. Schmidt at December
31, 2004:
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Value
----------------------------------------------------------------------------------------------
Number of securities underlying Value of unexercised
Shares unexercised options/SARs at in-the-money options/SARs at
acquired on Value 12/31/04 12/31/04 ($)(2)
Name exercise realized ($)(1) exercisable/unexercisable exercisable/unexercisable
- ------------------- ----------- --------------- ------------------------------- ----------------------------
Thomas H. Siemers - - 30,875/19,500 $ 139,328/$58,955
Daniel T. Voelpel 900 $ 10,518 14,450/9,000 $ 85,955/$36,818
Gretchen J. Schmidt - - 15,750/9,000 $ 101,490/$36,818
- ----------------
(1) Value realized was calculated by multiplying the number of options
exercised by the difference between the per share option exercise price of
$7.75 and the closing price of the Company's shares on the date of
exercise. The difference between the exercise price and the closing price
on the date of exercise was $10.66 per share for 300 of the options
exercised, $11.10 for 200 of the options exercised, $13.00 for 200 of the
options exercised and $12.50 for 200 of the options exercised.
(2) An option is "in-the-money" if the fair market value of the underlying
stock exceeds the exercise price of the option. The value presented is
determined by multiplying the number of shares subject to unexercised
options by the difference between the exercise price of the option and the
$19.70 per share fair market value of the Company's stock on December 31,
2004.
EMPLOYMENT CONTRACTS
Thomas H. Siemers. In October 2000, the Board of Directors of Franklin
approved a three-year employment agreement with Mr. Siemers. The agreement
provides for a salary and performance review by the Board of Directors at least
annually. After such review and prior to
12
the expiration of each year of the agreement, the Board of Directors may extend
the agreement for periods of one year each. The current expiration date of the
agreement is October 23, 2007. The agreement also provides for inclusion of Mr.
Siemers 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.
The agreement may be terminated by Franklin at any time. In the event of
termination by Franklin for "just cause," as defined in the agreement, Mr.
Siemers has no right to receive any compensation or other benefits for any
period following such termination. In the event of a termination other than for
"just cause" and not in connection with a "change of control," as defined in the
agreement, Mr. Siemers will be entitled to payment of an amount equal to his
annual salary in monthly payments for a period of 36 months, plus benefits. The
agreement further provides that in the event of a termination without just cause
in connection with or within one year of a "change of control," Mr. Siemers will
be entitled to payment of an amount equal to three times his annual salary. The
amount which would be payable to Mr. Siemers in the event of a "change of
control," based upon his salary as of December 31, 2004, is $682,335.
Daniel T. Voelpel and Gretchen J. Schmidt. In February 2003, the Board of
Directors of Franklin approved employment agreements for Mr. Voelpel and Ms.
Schmidt. These agreements each provide for annual performance reviews by
Franklin's Board of Directors or Mr. Siemers, the Chief Executive Officer. Upon
completion of the review, the agreements may be extended in one year increments
by Franklin's Board and have been extended through February 2007. The agreements
also provide for vacation and sick leave, as well as participation by Mr.
Voelpel and Ms. Schmidt in all formally established employee benefit, bonus and
retirement plans maintained by Franklin.
Franklin may terminate either agreement at any time. If Franklin
terminates an agreement for "just cause," as defined in the agreement, Mr.
Voelpel or Ms. Schmidt, as applicable, would have no right to receive any
compensation or benefits under the agreement after the date of termination. If
the termination is without "just cause" and not in connection with a "change of
control," as defined in the agreement, he or she will be entitled to receive
payment of his or her annual salary for a period of 12 months after termination,
plus benefits. If the termination is in connection with a "change of control,"
Mr. Voelpel or Ms. Schmidt, as applicable, would be entitled to a payment of
three times his or her annual salary. The amounts payable to Mr. Voelpel and Ms.
Schmidt in the event of a "change of control," based upon their salaries as of
December 31, 2004, would be $385,089 and $331,695, respectively.
TRANSACTIONS WITH AND INDEBTEDNESS OF DIRECTORS AND MANAGEMENT
Franklin, like many financial institutions, has followed a policy of
making loans to its officers, directors and employees for the financing and
improvement of their personal residences and consumer loans for other purposes.
Except as set forth below, such loans are made in the ordinary course of
business on substantially the same terms and collateral as those available to
the general public, and do not involve more than the normal risk of
collectibility or present other unfavorable features. Currently, for loans to
the employees, directors and officers of the Company or Franklin and their
family members, interest rates are generally set at 1% over
13
Franklin's cost of funds, subject to adjustment to market rates in the event
that employment is terminated. If the employment relationship is terminated, the
rate reverts to the contract rate. Loan fees on mortgage loans to employees are
generally waived, except to the extent of direct loan origination expenses
incurred by Franklin. Other loans are reviewed on an individual basis and any
preferential treatment given is based on the employee's length of service, work
performance and past credit history.
Set forth below is certain information at December 31, 2004, regarding all
loans made by Franklin to each of its or the Company's current directors or
executive officers which were granted at less than market rates and which, for
any individual, resulted in an aggregate indebtedness to Franklin exceeding
$60,000 at any time since January 1, 2003:
Market interest
Largest amount Balance as of Current rate at the time of
Date of Nature of outstanding since December 31, interest origination /
Name loan indebtedness January 1, 2003 2004 rate modification
- ------------------------ -------- ---------------- ----------------- ------------- -------- -------------------
John J. Kuntz 8/28/03 First mortgage - $ 268,000 $ 262,565 4.500% 6.500%
personal
residence
John L. Nolting 04/15/98 First mortgage 110,809 106,495 5.375 6.375
-personal
residence
12/22/00 Line of credit 11,429 1,067 6.000 6.000
(1)
Gretchen J. Schmidt 09/01/98 First mortgage - 217,659 0 4.250 6.250
prior residence
06/01/00 Consumer loan 5,474 0 7.250 9.250
11/07/03 Line of credit 124,643 100,184 4.000 4.000
(2)
11/10/03 First mortgage - 510,000 501,196 4.000 6.250
personal
residence (3)
Lawrence J. Spitzmueller 04/10/02 First mortgage - 155,493 148,387 4.000 5.875
personal
residence
08/13/02 Consumer loan 3,650 0 10.250 12.250
Daniel T. Voelpel 10/05/93 First mortgage 115,635 105,828 4.000 5.750
-personal
residence (4)
03/27/00 Line of credit 22,119 8,423 4.500 4.500
(5)
- ----------
(1) The market interest rate at the time of origination was prime rate and Mr.
Nolting received the rate of prime rate minus 2%. Both the market rate and
Mr. Nolting's rate have a 6% floor.
(2) This loan was originated at the market rate of 5.25% and carried this rate
from the time of origination through December 31, 2004. This loan was
modified in 2005 to its current rate.
(Footnotes continued on next page)
14
(3) This loan was modified in 2004 to its current rate.
(4) This loan was modified in 2004 to its current rate.
(5) The market interest rate at the time of origination was prime rate minus
1/2% and Mr. Voelpel received the rate of prime rate minus 2 1/2%. This
loan was modified in 2004 to a market interest rate of prime rate minus
1/2%. Both the market rate and Mr. Voelpel's rate have a 3.50% floor.
In addition to the loans described above, set forth below is certain
information at December 31, 2004, regarding all loans made by Franklin to
members of the immediate family of its or the Company's current directors or
executive officers which were granted at less than market rates and which, for
any individual, resulted in an aggregate indebtedness to Franklin exceeding
$60,000 at any time since January 1, 2003:
Market interest
Largest amount Balance as of Current rate at the time
Date of Nature of outstanding since December 31, interest origination /
Name loan indebtedness January 1, 2003 2004 rate modification
- ------------------------ --------- ---------------- ------------------- ------------- -------- ----------------
Michael J. Finan (1) 12/28/01 First mortgage - $ 158,121 $ 153,346 5.375 6.250
personal
residence (2)
Julie L. Gorsuch (1) 12/01/97 First mortgage - 229,508 220,355 5.375 6.250
personal
residence (2)
Stephanie S. Bloemer (3) 12/01/93 First mortgage - 114,272 107,896 4.000 5.375
personal
residence (2)
Heidi J. Walsh (3) 03/23/04 Consumer loan 18,024 16,178 5.490 7.490
08/28/02 First mortgage - 170,819 165,120 4.125 6.125
personal
residence (2)
04/01/02 Consumer loan 21,801 14,417 5.990 7.990
Daniel J. Nolting (4) 06/12/97 First mortgage - 242,704 232,684 5.375 6.250
personal
residence (2)
Christian A. Voelpel (5) 08/27/03 First mortgage - 175,400 172,294 4.500 5.500
personal
residence
Christina M. Freese (6) 04/10/02 First mortgage - 106,848 100,690 4.000 5.875
personal
residence (7)
- ----------
(1) Mr. Finan's child.
(2) This loan was modified in 2002 to its current rate.
(Footnotes continued on next page)
15
(3) Mr. Siemers' daughter
(4) Mr. Nolting's son.
(5) Mr. Voelpel's son.
(6) Mr. Spitzmueller's stepdaughter.
(7) This loan was modified in 2004 to its current rate.
The Company owns a 51% interest in DirectTeller Systems, Inc.
("DirectTeller"), an Ohio corporation that markets computer software developed
by DataTech Services, Inc. ("DataTech") to financial institutions. Mr. Nolting
is the President and Chief Executive Officer of DataTech, which owns the
remaining 49% interest in DirectTeller. When the Board of Directors of the
Company approved this venture in 1989, Mr. Nolting abstained from voting on the
matter. The Company initially contributed $50,000 and DataTech contributed the
software that it developed to the initial capitalization of DirectTeller. The
Company is responsible for maintaining the financial records of DirectTeller and
DataTech is obligated to manage its day to day operations, including software
maintenance and marketing. DataTech does not receive a management fee for
performing these services. The Company's investment in Direct Teller was $50,000
at December 31, 2004.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's stock, to file reports of
ownership and changes of ownership in the Company's stock with the SEC. These
persons are required by regulation to furnish the Company with copies of all
Section 16 reports that they file. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and written
representations that no other reports were required, all Section 16 reports
required during the year ended December 31, 2004, were timely filed.
SELECTION OF INDEPENDENT AUDITORS
Clark Schaefer conducted the independent audit of the Company for the year
ended December 31, 2004, and the Audit Committee has selected Clark Schaefer as
the independent auditors of the Company for the current fiscal year. Although
the Company is not required by its governing documents or Delaware law to seek
stockholder ratification of its auditors, the Board and the Audit Committee
believe it is desirable to do so. If the selection of Clark Schaefer as the
Company's auditors is not ratified, the Audit Committee will reconsider its
selection.
The Audit Committee and the Board of Directors request and recommend that
the stockholders of the Company ratify the selection of Clark Schaefer as the
independent auditors of the Company for the current fiscal year. Management of
the Company expects that a representative of Clark Schaefer will be present at
the Meeting, and that such representative will be available to respond to
appropriate questions and will have an opportunity, if desired, to make a
statement.
16
Your Board of Directors and the Audit Committee recommend that you vote
FOR the ratification of the selection of Clark Schaefer as independent auditors
of the Company for the current fiscal year.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company is comprised
of three directors, all of whom the Board has determined are "independent" under
Rule 4200(a)(15) 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 engaging an accounting firm to
audit the Company's financial statements. The Board of Directors and Audit
Committee have adopted a charter to set forth the committee's responsibilities.
A copy of the Company's Amended and Restated Audit Committee Charter was
attached as Exhibit B to the Proxy Statement for the Company's 2004 Annual
Meeting of Stockholders.
The Audit Committee received and reviewed the report of Clark Schaefer
regarding the results of their audit, as well as the written disclosures and the
letter from Clark Schaefer required by Independence Standards Board Standard No.
1. The Audit Committee reviewed the audited financial statements with the
management of the Company. A representative of Clark Schaefer also discussed
with the Audit Committee the independence of Clark Schaefer from the Company, as
well as the matters required to be discussed by Statement of Auditing Standards
61, as amended. Discussions between the Audit Committee and the representative
of Clark Schaefer included the following:
- Clark Schaefer'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 Clark Schaefer's retention
- Whether Clark Schaefer encountered any difficulties in performing
the audit
- Clark Schaefer's judgments about the quality of the Company's
accounting principles
- Clark Schaefer's responsibilities for information prepared by
management that is included in documents containing audited
financial statements
17
Based on its review of the financial statements and its discussions with
management and the representative of Clark Schaefer, 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 Company's
Annual Report on Form 10-KSB for the year ended December 31, 2004, to be filed
with the SEC.
Audit Committee
Richard H. Finan
Donald E. Newberry, Sr.
Mary W. Sullivan
AUDIT AND NON-AUDIT FEES
The following table presents fees paid by the Company to Clark Schaefer
for the audit of the Company's annual financial statements for the years ended
December 31, 2004 and 2003, and fees billed for other services rendered by Clark
Schaefer during those periods.
Year ended Year ended
Type of fees December 31, 2004 December 31, 2003
------------ ----------------- -----------------
Audit fees (1) $ 79,160 $ 66,811
Audit related fees (2) 990 260
Tax fees (3) 9,369 4,900
All other fees (4) 3,000 -
----------------- -----------------
Clark Schaefer total fees $ 92,519 $ 71,971
================= =================
- ----------
(1) These are fees for professional services performed by Clark Schaefer for
the audit of the Company's annual financial statements and review of
financial statements included in the Company's Forms 10-QSB, and services
that are normally provided in connection with statutory or regulatory
filings or engagements.
(2) These are fees for assurance and related services that are reasonably
related to the performance of the audit or review of the Company's
financial statements, such as addressing regulatory issues and internal
audit questions.
(3) These are fees for professional services performed by Clark Schaefer with
respect to tax compliance, tax advice and tax planning, such as the
preparation of federal, state and local tax returns.
(4) These are fees for any other work that is not included in any of the above
categories, such as the review of the Company's business plan and
strategies.
The Company's Audit Committee pre-approves all services to be performed by
its independent auditor, and during 2004, all services provided by Clark
Schaefer for the Company were approved in advance by the Audit Committee.
18
STOCKHOLDER PROPOSALS
Stockholder Proposals Pursuant to Rule 14a-8. In order to be considered
for inclusion in the proxy materials distributed to the Company's stockholders
for the 2006 Annual Meeting of Stockholders, a stockholder proposal pursuant to
SEC Rule 14a-8 must be received by the Company no later than November 25, 2005.
Written requests for inclusion should be addressed to First Franklin
Corporation, Attn: Secretary, 4750 Ashwood Drive, Cincinnati, Ohio 45241. Any
such proposal will be subject to the requirements of the proxy rules adopted
under the Exchange Act.
Other Stockholder Proposals. With respect to any other stockholder
proposal, the proxy card for the 2006 Annual Meeting will grant the named
proxies the authority to vote in their discretion on any matters raised at the
2006 Annual Meeting, without mention of the matter in the proxy materials for
the meeting, unless (i) the Company is notified of such proposal not later than
February 8, 2006, and (ii) the proponent complies with the other requirements
set forth in SEC Rule 14a-4.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described in this Proxy Statement. However, if
any other matter properly comes before the Meeting, the holders of the proxies
will act upon such matter in their best judgment.
The Company's 2004 Annual Report to Stockholders, including financial
statements, is enclosed with this Proxy Statement. Any stockholder who has not
received a copy of the 2004 Annual Report may obtain a copy by writing to the
Company. The 2004 Annual Report is not part of the proxy solicitation materials
and is not incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
Cincinnati, Ohio Thomas H. Siemers
March 25, 2005 President and Chief Executive Officer
19
REVOCABLE PROXY
FIRST FRANKLIN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Richard H. Finan, Donald E. Newberry, Sr.,
Thomas H. Siemers and Mary W. Sullivan, or any of them, with full powers of
substitution and resubstitution, to act as proxy or proxies for the undersigned
to vote all shares of Common Stock of First Franklin Corporation (the "Company")
that the undersigned is entitled to vote at the Annual Meeting of Stockholders
(the "Meeting") to be held on April 25, 2005, at the corporate office of the
Company located at 4750 Ashwood Drive, Cincinnati, Ohio 45241, at 3:00 p.m.
local time and at any and all adjournments thereof, as indicated on the reverse.
The undersigned acknowledges receipt from the Company, prior to the execution of
this Proxy, of Notice of the Meeting, a Proxy Statement dated March 25, 2005,
and a copy of the 2004 Annual Report to Stockholders.
Dated:______________________, 2005 Dated:________________________, 2005
__________________________________ ____________________________________
Print name of stockholder Print name of stockholder
__________________________________ ____________________________________
Signature of stockholder Signature of stockholder
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEE AND FOR RATIFICATION OF THE SELECTION OF THE
AUDITORS. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL 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.
This proxy shall be deemed terminated and of no further force and effect if the
undersigned attends and votes in person at the Meeting or submits a later-dated
proxy or written revocation to the Company prior to the commencement of voting
at the Meeting.
The Board of Directors recommends a vote "FOR" the nominee listed and "FOR" the
ratification of the selection of the independent auditors.
1. The reelection of one director for a term expiring in 2008: John L.
Nolting
______ FOR the nominee listed ______ WITHHOLD authority to vote
above (except as otherwise for the nominee listed above
indicated)
FOR AGAINST ABSTAIN
2. The ratification of the selection of Clark,
Schaefer, Hackett & Co. as the Company's
independent auditors for the fiscal year
ended December 31, 2005. ____ ____ ____
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
(TO BE SIGNED ON THE REVERSE SIDE)