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Exhibit 99.1
BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(614) 635-0764
NOTICE OF SPECIAL MEETING OF MEMBERS
Notice is hereby given that a Special Meeting of Members of Bridgeport
Savings and Loan Association (the "Association") will be held at
_____________________________________, on ____________, 1997, at ____ _.m.,
local time (the "Special Meeting"), for the following purposes, all of which are
more completely set forth in the accompanying Summary Proxy Statement:
1. To consider and act upon a resolution to approve the Plan of
Conversion (the "Plan"), a copy of which is attached to the Summary
Proxy Statement as Exhibit A, pursuant to which the Association would
convert from a mutual savings and loan association incorporated under
the laws of the State of Ohio to a permanent capital stock savings and
loan association incorporated under the laws of the State of Ohio (the
"Conversion") and become a wholly-owned subsidiary of Ohio State
Financial Services, Inc., an Ohio corporation organized for the purpose
of acquiring all of the capital stock to be issued by the Association in
the Conversion;
2. To consider and act upon a resolution to adopt the Amended
Articles of Incorporation of the Association, a copy of which is
attached to the Plan as Exhibit I;
3. To consider and act upon a resolution to adopt the Amended
Constitution of the Association, a copy of which is attached to the Plan
as Exhibit II; and
4. To transact such other business as may properly come before
the Special Meeting and any adjournments thereof.
Only those members of the Association who have a savings deposit at the
Association at the close of business on _______________, 1997, are members of
the Association entitled to notice of and to vote at the Special Meeting and any
adjournments thereof. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING,
WE URGE YOU TO CONSIDER THE ACCOMPANYING SUMMARY PROXY STATEMENT CAREFULLY, TO
COMPLETE THE ENCLOSED PROXY CARD(S) AND TO RETURN THE COMPLETED PROXY CARD(S) TO
THE ASSOCIATION IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE AS SOON AS POSSIBLE
TO ASSURE THAT YOUR VOTE(S) WILL BE COUNTED.
Bridgeport, Ohio By Order of the Board of Directors
_________, 1997
Jon W. Letzkus,
President
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BRIDGEPORT SAVINGS AND LOAN ASSOCIATION
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(614) 635-0764
SUMMARY PROXY STATEMENT
INTRODUCTION
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Bridgeport Savings and Loan Association (the "Association") for use
at a Special Meeting of Members of the Association to be held at
__________________________________________________________, Ohio, on
____________, 1997, at ____ __.m., local time, and at any adjournments thereof
(the "Special Meeting"). The Special Meeting is being held for the following
purposes:
1. To consider and act upon a resolution to approve the Plan of
Conversion (the "Plan"), a copy of which is attached hereto as Exhibit
A, pursuant to which the Association would convert from a mutual savings
and loan association incorporated under the laws of the State of Ohio to
a permanent capital stock savings and loan association incorporated
under the laws of the State of Ohio (the "Conversion") and become a
wholly-owned subsidiary of Ohio State Financial Services, Inc. (the
"Holding Company"), an Ohio corporation organized for the purpose of
acquiring all of the capital stock to be issued by the Association in
the Conversion;
2. To consider and act upon a resolution to adopt the Amended
Articles of Incorporation of the Association (the "Amended Articles"), a
copy of which is attached to the Plan as Exhibit I;
3. To consider and act upon a resolution to adopt the Amended
Constitution of the Association (the "Amended Constitution"), a copy of
which is attached to the Plan as Exhibit II; and
4. To transact such other business as may properly come before
the Special Meeting.
The Board of Directors of the Association has unanimously adopted the
Plan. The Plan has also been approved by the Office of Thrift Supervision (the
"OTS") and the Ohio Department of Commerce, Division of Financial Institutions
(the "Division"), subject to the approval of the Plan by the members of the
Association at the Special Meeting and the satisfaction of certain other
conditions.
The approval of the Plan will have the effect of (i) terminating the
voting rights of the present members of the Association and (ii) modifying, and
eventually eliminating, their right to receive any surplus in the event of a
complete liquidation of the Association. Except for certain rights in the
special liquidation account established by the Plan (the "Liquidation Account"),
such voting and liquidation rights after the Conversion will vest exclusively in
the holders of the common shares of the Holding Company. See "THE CONVERSION -
Principal Effects of the Conversion."
During and upon the completion of the Conversion, the Association will
continue to provide services to depositors and borrowers pursuant to its current
policies, at its existing offices. In addition, the Association will continue to
be a member of the Federal Home Loan Bank (the "FHLB") of Cincinnati and savings
accounts at the Association will continue to be insured up to applicable limits
by the Federal Deposit Insurance Corporation (the "FDIC").
This Summary Proxy Statement is dated ____________, 1997, and is first
being mailed to members of the Association, together with the Prospectus of the
Holding Company dated _____________, 1997 (the "Prospectus"), in respect of the
common shares of the Holding Company to be issued in connection with the
Conversion (the "Common Shares"), on or about _________, 1997.
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VOTING RIGHTS AND VOTE REQUIRED FOR APPROVAL
All depositors, including beneficiaries of Individual Retirement
Accounts ("IRAs") at the Association, having a savings account of record with
the Association on _________, 1997 (the "Voting Record Date"), are members of
the Association eligible to vote at the Special Meeting and at any adjournments
thereof ("Voting Members"). Voting Members who are depositors will be entitled
to cast one vote for each $100, and a proportionate fractional vote for an
amount of less than $100, of the withdrawable value of their savings accounts on
the Voting Record Date. No Voting Member may cast more than 1,000 votes.
A savings account in which one or more persons has an interest shall be
deemed to be held by only one Voting Member for the purpose of voting at the
Special Meeting. Any questions as to the eligibility of a member to vote, the
number of votes allocated to each Voting Member or any other matter relating to
voting will be resolved at the time of the Special Meeting by reference to the
records of the Association.
The Association records disclose that, as of the Voting Record Date,
there were __________ votes entitled to be cast at the Special Meeting, a
majority of which are required to approve the Plan. A vote of three-fifths of
the votes cast in person or by proxy at the Special Meeting is required to adopt
the Amended Articles and the Amended Constitution of the Association.
PROXIES
Voting Members may vote in person or by proxy at the Special Meeting.
For Voting Members wishing to vote in person, ballots will be distributed at the
Special Meeting. For Voting Members wishing to vote by proxy at the Special
Meeting, the enclosed Proxy may be completed and given in accordance with this
Summary Proxy Statement. Any other proxy held by the Association will not be
used by the Association for the Special Meeting.
A Proxy will be voted in the manner indicated thereon or, in the absence
of specific instructions, will be voted FOR the approval of the Plan, FOR the
adoption of the Amended Articles and FOR the adoption of the Amended
Constitution. Without affecting any vote previously taken, a Voting Member may
revoke a Proxy at any time before such proxy is exercised by executing and
delivering a later dated proxy or by giving the Association notice of revocation
in writing or in open meeting at the Special Meeting. Attendance at the Special
Meeting will not, of itself, revoke a Proxy.
Proxies may be solicited by the directors, officers and employees of the
Association in person or by telephone, telegraph or mail, for use only at the
Special Meeting and any adjournments thereof and will not be used for any other
meeting. The cost of soliciting Proxies will be borne by the Association.
MANAGEMENT'S RECOMMENDATIONS AND REASONS FOR CONVERSION
THE BOARD OF DIRECTORS RECOMMENDS THAT MEMBERS VOTE FOR THE APPROVAL OF
THE PLAN AND THE ADOPTION OF THE AMENDED ARTICLES AND THE AMENDED CONSTITUTION
OF THE ASSOCIATION.
The principal factors considered by the Association's Board of
Directors in reaching the decision to pursue a mutual-to-stock conversion were
the uncertain future of the mutual form of ownership generally and the numerous
competitive disadvantages which the Association faces if it maintains its mutual
form. These disadvantages relate to a variety of factors, including growth
opportunities, employee retention and regulatory uncertainty.
If the Association is to continue to grow and prosper, the mutual form
of organization is the least desirable form from a competitive standpoint. The
opportunities for a mutual savings and loan association to expand through
mutual-to-mutual mergers or acquisitions are limited because cash is the only
form of consideration a mutual institution can offer to another institution.
Although the Association does not have any specific acquisitions planned at this
time, the Conversion will position the Association to take advantage of any
acquisition opportunities which may present themselves. Because a conversion to
stock form is a time-consuming and complex process, the Association cannot wait
until a prospective acquisition arises to embark on the conversion process.
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As an increasing number of the Association's competitors convert to
stock form and acquire the ability to use stock-based compensation programs, the
Association, in mutual form, would be at a disadvantage when it comes to
attracting and retaining qualified management. The Association believes that the
employee stock ownership plan (the "ESOP"), the stock option plan (the "Stock
Option Plan") and the recognition and retention plan (the "RRP") are important
tools in achieving such goals, even though the Association will be required to
wait until at least six months after the Conversion to implement the Stock
Option Plan and the RRP. See "MANAGEMENT - Stock Benefit Plans" in the
Prospectus.
Another benefit of the Conversion will be an increase in capital. The
importance of higher levels of capital cannot be ignored in the current interest
rate environment. As has been amply demonstrated in the past, changing
accounting principles, interest rate shifts and changing regulations can
threaten even well-capitalized institutions. As a mutual institution, the
Association can only increase capital through retained earnings or the issuance
of subordinated debentures, which do not count as tier 1 capital for regulatory
capital purposes. Capital that may seem unnecessary now may help the Association
withstand future threats to its capital. See "REGULATION - Office of Thrift
Supervision -- Regulatory Capital Requirements" in the Prospectus.
THE BUSINESS OF THE HOLDING COMPANY
The Holding Company was incorporated under Ohio law in March 1997 for
the purpose of purchasing all of the capital stock of the Association to be
issued in connection with the Conversion. The Holding Company has not conducted
and will not conduct any business before the completion of the Conversion, other
than business related to the Conversion. Upon the consummation of the
Conversion, the Holding Company will be a unitary savings and loan holding
company, the principal assets of which initially will be the capital stock of
the Association, the investments made with the net proceeds retained from the
sale of Common Shares in connection with the Conversion and a loan to be made by
the Holding Company to the ESOP to facilitate the ESOP's purchase of Common
Shares in the Conversion. See "USE OF PROCEEDS."
The office of the Holding Company is located at 435 Main Street,
Bridgeport, Ohio 43912, and its telephone number is (614) 635-0764.
THE BUSINESS OF THE ASSOCIATION
The Association is a mutual savings and loan association organized
under Ohio law in 1893. As an Ohio savings and loan association, the Association
is subject to supervision and regulation by the OTS and the Division. The
Association is a member of the FHLB of Cincinnati, and the deposit accounts of
the Association are insured up to applicable limits by the FDIC in the Savings
Association Insurance Fund (the "SAIF"). See "REGULATION" in the Prospectus.
The Association conducts business from its main office located in
Bridgeport, Ohio, and one full-service branch office located in Shadyside, Ohio.
The principal business of the Association is the origination of permanent
mortgage loans secured by first mortgages on one- to four-family residential
real estate located in the Association's primary market area which consists of
Belmont County, Ohio, and Ohio and Marshall Counties, West Virginia. The
Association also originates a limited number of loans for the construction of
one- to four-family residences and permanent mortgage loans secured by
nonresidential real estate in its market area. In addition to real estate
lending, the Association originates secured and unsecured consumer loans. See
"THE BUSINESS OF THE ASSOCIATION - Lending Activities" in the Prospectus. For
liquidity and interest rate risk management purposes, the Association invests in
interest-bearing deposits in other financial institutions, U.S. Government and
agency obligations and mortgage-backed securities. See "THE BUSINESS OF THE
ASSOCIATION - Investment Activities" in the Prospectus. Funds for lending and
other investment activities are obtained primarily from savings deposits, which
are insured up to applicable limits by the FDIC, and principal repayments on
loans and maturities of investment securities. See "THE BUSINESS OF THE
ASSOCIATION - Deposits and Borrowings" in the Prospectus.
The main office of the Association is located at 435 Main Street,
Bridgeport, Ohio 43912, and its telephone number is (614) 635-0764.
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THE CONVERSION
THE OTS AND THE DIVISION HAVE APPROVED THE PLAN, SUBJECT TO THE
APPROVAL OF THE PLAN BY THE MEMBERS OF THE ASSOCIATION ENTITLED TO VOTE ON THE
PLAN AND SUBJECT TO THE SATISFACTION OF CERTAIN OTHER CONDITIONS IMPOSED BY THE
OTS AND THE DIVISION. OTS AND DIVISION APPROVAL DOES NOT CONSTITUTE A
RECOMMENDATION OR ENDORSEMENT OF THE PLAN.
GENERAL
The Board of Directors of the Association has unanimously adopted the
Plan and recommends that the Voting Members of the Association approve the Plan
at the Special Meeting. During and upon completion of the Conversion, the
Association will continue to provide the services presently offered to
depositors and borrowers, will maintain its existing office and will retain its
existing management and employees.
Based on an independent appraisal of the pro forma market value of the
Association, as converted, as of ________, 1997, the aggregate purchase price of
the Common Shares to be offered in a subscription offering (the "Subscription
Offering") and a community offering (the "Community Offering") ranges from a
minimum of $5,737,500 to a maximum of $7,762,500 (the "Valuation Range"),
resulting in a range of 573,750 to 776,250 Common Shares at $10 per share. The
actual number of shares sold in connection with the Conversion will be
determined upon completion of the Subscription Offering and the Community
Offering (collectively, the "Offering") and will be based on the final valuation
of the Association, as converted. See "Pricing and Number of Common Shares to be
Sold."
In accordance with the Plan, nontransferable subscription rights to
purchase Common Shares at a price of $10 per share are being offered in the
Subscription Offering, subject to the rights and restrictions established by the
Plan, to (a) eligible depositors of the Association as of December 31, 1995 (the
"Eligibility Record Date") who had deposit accounts with balances, in the
aggregate, of $50 or more (a "Qualifying Deposit"), (b) the ESOP, (c) eligible
depositors of the Association as of _______, 1997 (the "Supplemental Eligibility
Record Date") who had Qualifying Deposits ("Supplemental Eligible Account
Holders") and (d) members of the Association eligible to vote at the Special
Meeting ("Other Eligible Members"). To the extent that all of the Common Shares
are not subscribed for in the Subscription Offering, the remaining Common Shares
may be offered to the general public in the Community Offering, in which
preference will be given to natural persons residing in Belmont County, Ohio.
See "Community Offering."
The minimum number of Common Shares any person may purchase in the
Offering is 25. Except for the ESOP, which may purchase up to 10% of the total
Common Shares sold in the Offering, no person, together with his or her
Associates (hereinafter defined) and other persons Acting in Concert
(hereinafter defined) with him or her, may purchase more than 14,000 Common
Shares. In connection with the exercise of subscription rights arising from a
deposit account in which two or more persons have an interest, the aggregate
maximum number of Common Shares which the persons having an interest in such
account may purchase is 14,000 Common Shares. Subject to OTS regulations, the
maximum purchase limitation may be increased or decreased after the commencement
of the Offering in the sole discretion of the Boards of Directors of the Holding
Company and the Association. If the maximum purchase limitation is increased to
more than 14,000 Common Shares, persons who have subscribed for 14,000 Common
Shares will be given the opportunity to increase their subscriptions. See
"Limitations on Purchase of Common Shares."
OTS and Ohio regulations require the completion of the Conversion
within 24 months after the date of the approval of the Plan by the Voting
Members of the Association. The commencement and completion of the Conversion
will be subject to market conditions and other factors beyond the Association's
control. Due to changing economic and market conditions, no assurance can be
given as to the length of time that will be required to complete the sale of the
Common Shares. If delays are experienced, significant changes may occur in the
estimated pro forma market value of the Association. In such circumstances, the
Association may also incur substantial additional printing, legal and accounting
expenses in completing the Conversion. In the event the Conversion is not
successfully completed, the Association will be required to charge all
Conversion expenses against current earnings.
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PRINCIPAL EFFECTS OF THE CONVERSION
VOTING RIGHTS. Savings account holders who are members of the
Association in its mutual form will have no voting rights in the Association as
converted and will not participate, therefore, in the election of directors or
otherwise control the Association's affairs. Voting rights in the Holding
Company will be held exclusively by its shareholders and voting rights in the
Association will be held exclusively by the Holding Company. Each holder of the
Holding Company's common shares will be entitled to one vote for each share
owned on any matter to be considered by the Holding Company's shareholders. See
"DESCRIPTION OF AUTHORIZED SHARES."
SAVINGS ACCOUNTS AND LOANS. Savings accounts in the Association, as
converted, will be equivalent in amount, interest rate and other terms to the
present savings accounts in the Association, and the existing FDIC insurance on
such deposits will not be affected by the Conversion. The Conversion will not
affect the terms of loan accounts or the rights and obligations of borrowers
under their individual contractual arrangements with the Association.
TAX CONSEQUENCES. The consummation of the Conversion is expressly
conditioned on receipt by the Association of a private letter ruling from the
Internal Revenue Service or an opinion of counsel to the effect that the
Conversion will constitute a tax-free reorganization as defined in Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The
Association intends to proceed with the Conversion based upon an opinion
rendered by its special counsel, Vorys, Sater, Seymour and Pease, to the
following effect:
(1) The Conversion constitutes a reorganization within the
meaning of Section 368(a)(1)(F) of the Code, and no gain or loss will
be recognized by the Association in its mutual form or in its stock
form as a result of the Conversion. The Association in its mutual form
and the Association in its stock form will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) No gain or loss will be recognized by the Association upon
the receipt of money from the Holding Company in exchange for the
capital stock of the Association, as converted;
(3) The assets of the Association will have the same basis in
its hands immediately after the Conversion as they had in its hands
immediately prior to the Conversion and the holding period of the
assets of the Association after the Conversion will include the period
during which the assets were held by the Association before the
Conversion;
(4) No gain or loss will be recognized by the deposit account
holders of the Association upon the issuance to them, in exchange for
their respective withdrawable deposit accounts in the Association
immediately prior to the Conversion, of withdrawable deposit accounts
in the Association immediately after the Conversion, in the same dollar
amount as their withdrawable deposit accounts in the Association
immediately prior to the Conversion, plus, in the case of eligible
depositors of the Association as of the Eligibility Record Date who had
Qualifying Deposits ("Eligible Account Holders") and Supplemental
Eligible Account Holders, the interests in the Liquidation Account of
the Association, as described below;
(5) The basis of the withdrawable deposit accounts in the
Association held by its deposit account holders immediately after the
Conversion will be the same as the basis of their deposit accounts in
the Association immediately prior to the Conversion. The basis of the
interests in the Liquidation Account received by the Eligible Account
Holders and Supplemental Eligible Account Holders will be zero. The
basis of the nontransferable subscription rights received by Eligible
Account Holders, Supplemental Eligible Account Holders and Other
Eligible Members will be zero (assuming that at distribution such
rights have no ascertainable fair market value);
(6) No gain or loss will be recognized by Eligible Account
Holders, Supplemental Eligible Account Holders or Other Eligible
Members upon the distribution to them of nontransferable subscription
rights to purchase Common Shares (assuming that at distribution such
rights have no ascertainable fair market value), and no taxable income
will be realized by such Eligible Account Holders, Supplemental
Eligible Account Holders or Other Eligible Members as a result of their
exercise of such nontransferable subscription rights;
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(7) The basis of the Common Shares purchased by members of the
Association pursuant to the exercise of subscription rights will be the
purchase price thereof (assuming that such rights have no ascertainable
fair market value and that the purchase price is not less than the fair
market value of the shares on the date of such exercise), and the
holding period of such shares will commence on the date of such
exercise. The basis of the Common Shares purchased other than by the
exercise of subscription rights will be the purchase price thereof
(assuming in the case of the other subscribers that the opportunity to
buy in the Subscription Offering has no ascertainable fair market
value) and the holding period of such shares will commence on the day
after the date of the purchase;
(8) For purposes of Section 381 of the Code, the Association
will be treated as if there had been no reorganization. The taxable
year of the Association will not end on the effective date of the
Conversion. Immediately after the Conversion, the Association in its
stock form will succeed to and take into account the tax attributes of
the Association in its mutual form immediately prior to the Conversion,
including the Association's earnings and profits or deficit in earnings
and profits;
(9) The bad debt reserves of the Association in its mutual
form immediately prior to the Conversion will not be required to be
restored to the gross income of the Association in its stock form as a
result of the Conversion and immediately after the Conversion such bad
debt reserves will have the same character in the hands of the
Association in its stock form as they would have had if there had been
no Conversion. The Association in its stock form will succeed to and
take into account the dollar amounts of those accounts of the
Association in its mutual form which represent bad debt reserves in
respect of which the Association in its mutual form has taken a bad
debt deduction for taxable years ending on or before the Conversion;
and
(10) Regardless of book entries made for the creation of the
Liquidation Account, the Conversion will not diminish the accumulated
earnings and profits of the Association available for the subsequent
distribution of dividends within the meaning of Section 316 of the
Code. The creation of the Liquidation Account on the records of the
Association will have no effect on its taxable income, deductions for
additions to reserves for bad debts under Section 593 of the Code or
distributions to stockholders under Section 593(e) of the Code.
For Ohio tax purposes, the tax consequences of the Conversion will be
as follows:
(1) The Association is a "financial institution" for State of
Ohio tax purposes, and the Conversion will not change such status;
(2) The Association is subject to the Ohio corporate franchise
tax on "financial institutions," which is imposed annually at a rate of
1.5% of the Association's equity capital determined in accordance with
generally accepted accounting principles ("GAAP"), and the Conversion
will not change such status;
(3) As a "financial institution," the Association is not
subject to any tax based upon net income or net profit imposed by the
State of Ohio, and the Conversion will not change such status;
(4) The Conversion will not be a taxable transaction to the
Association in its mutual or stock form for purposes of the Ohio
corporate franchise tax. As a consequence of the Conversion, however,
the annual Ohio corporate franchise tax liability of the Association
will increase if the taxable net worth of the Association (i.e., book
net worth computed in accordance with GAAP at the close of the
Association's taxable year for federal income tax purposes) increases
thereby; and
(5) The Conversion will not be a taxable transaction to any
deposit account holder member of the Association in its mutual or stock
form for purposes of the Ohio corporate franchise tax and the Ohio
personal income tax.
The Association has received an opinion from RP Financial, LC. ("RP
Financial"), a firm which evaluates and appraises financial institutions, to the
effect that the subscription rights have no ascertainable fair market value
because the rights are
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received by specified persons at no cost, may not be transferred and are of
short duration. The IRS could challenge the assumption that the subscription
rights have no ascertainable fair market value.
LIQUIDATION ACCOUNT. In the unlikely event of a complete liquidation of
the Association in its present mutual form, each depositor in the Association
would receive a pro rata share of any assets of the Association remaining after
payment of the claims of all creditors, including the claims of all depositors
to the withdrawable value of their savings accounts. A depositor's pro rata
share of such remaining assets would be the same proportion of such assets as
the value of such depositor's savings deposits bears to the total aggregate
value of all savings deposits in the Association at the time of liquidation.
In the event of a complete liquidation of the Association in its stock
form after the Conversion, each savings depositor as of the Eligibility Record
Date and the Supplemental Eligibility Record Date would have a claim of the same
general priority as the claims of all other general creditors of the
Association. Except as described below, each depositor's claim would be solely
in the amount of the balance in such depositor's savings account plus accrued
interest. The depositor would have no interest in the assets of the Association
above that amount. Such assets would be distributed to the shareholders of the
Association.
For the purpose of granting a limited priority claim to the assets of
the Association in the event of a complete liquidation thereof to Eligible
Account Holders and Supplemental Eligible Account Holders who continue to
maintain savings accounts at the Association after the Conversion, the
Association will, at the time of the Conversion, establish the Liquidation
Account in an amount equal to the retained earnings of the Association as of
March 31, 1997. The Liquidation Account will not operate to restrict the use or
application of any of the regulatory capital of the Association.
Each Eligible Account Holder and Supplemental Eligible Account Holder
will have a separate inchoate interest (the "Subaccount") in a portion of the
Liquidation Account for Qualifying Deposits held on the Eligibility Record Date
or the Supplemental Eligibility Record Date, as the case may be.
The balance of each initial Subaccount shall be an amount determined by
multiplying the amount in the Liquidation Account by a fraction, the numerator
of which is the closing balance in the account holder's account as of the close
of business on the Eligibility Record Date or the Supplemental Eligibility
Record Date, as the case may be, and the denominator of which is the total
amount of all Qualifying Deposits of Eligible Account Holders and Supplemental
Eligible Account Holders on the corresponding record date. The balance of each
Subaccount may be decreased but will never be increased. If, at the close of
business on the last day of any fiscal year subsequent to the respective record
dates, the balance in the savings account to which a Subaccount relates is less
than the lesser of (i) the deposit balance in such savings account at the close
of business on any other annual closing date subsequent to the Eligibility
Record Date or Supplemental Eligibility Record Date, or (ii) the amount of the
Qualifying Deposit as of the Eligibility Record Date or Supplemental Eligibility
Record Date, the balance of the Subaccount for such savings account shall be
adjusted proportionately to the reduction in such savings account balance. In
the event of any such downward adjustment, such Subaccount balance shall not be
subsequently increased notwithstanding any increase in the deposit balance of
the related savings account. If any savings account is closed, its related
Subaccount shall be reduced to zero upon such closing.
In the event of a complete liquidation of the converted Association
(and only in such event), each Eligible Account Holder and Supplemental Eligible
Account Holder shall receive from the Liquidation Account a distribution equal
to the current balance in each of such account holder's Subaccounts before any
liquidation distribution may be made to the shareholders of the Association. Any
assets remaining after satisfaction of such liquidation rights and the claims of
the Association's creditors would be distributed to the shareholders of the
Association. No merger, consolidation, purchase of bulk assets or similar
combination or transaction with another financial institution, the deposits of
which are insured by the FDIC, will be deemed to be a complete liquidation for
this purpose and, in any such transaction, the Liquidation Account shall be
assumed by the surviving institution.
COMMON SHARES. SHARES ISSUED UNDER THE PLAN CANNOT AND WILL NOT BE
INSURED BY THE FDIC. For a description of the characteristics of the Common
Shares, see "DESCRIPTION OF AUTHORIZED SHARES."
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INTERPRETATION AND AMENDMENT OF THE PLAN
To the extent permitted by law, all interpretations of the Plan by the
Boards of Directors of the Holding Company and the Association will be final.
The Plan may be amended by the Boards of Directors of the Holding Company and
the Association at any time with the concurrence of the OTS and the Division. If
the Association determines, upon advice of counsel and after consultation with
the OTS and the Division, that any such amendment is material, subscribers will
be notified of the amendment and will be provided the opportunity to increase,
decrease or cancel their subscriptions. Any person who does not affirmatively
elect to continue his subscription or elects to rescind his subscription before
the date specified in the notice will have all of his funds promptly refunded
with interest. Any person who elects to decrease his subscription will have the
appropriate portion of his funds promptly refunded with interest.
CONDITIONS AND TERMINATION
The completion of the Conversion requires the approval of the Plan by
the Voting Members of the Association at the Special Meeting and the completion
of the sale of the Common Shares within 24 months following the date of such
approval. If these conditions are not satisfied, the Plan will automatically
terminate and the Association will continue its business in the mutual form of
organization. The Plan may be voluntarily terminated by the Board of Directors
at any time before the Special Meeting and at any time thereafter with the
approval of the OTS and the Division.
SUBSCRIPTION OFFERING
THE SUBSCRIPTION OFFERING WILL EXPIRE AT NOON, BRIDGEPORT, OHIO TIME,
ON ____________, 1997. SUBSCRIPTION RIGHTS NOT EXERCISED BEFORE NOON,
BRIDGEPORT, OHIO TIME, ON ____________, 1997, WILL BE VOID, WHETHER OR NOT THE
ASSOCIATION HAS BEEN ABLE TO LOCATE THE PERSONS ENTITLED TO SUCH SUBSCRIPTION
RIGHTS.
Nontransferable subscription rights to purchase Common Shares are being
issued at no cost to all eligible persons and entities in accordance with the
preference categories established by the Plan, as described below. Each
subscription right may be exercised only by the person to whom it is issued and
only for his or her own account. EACH PERSON SUBSCRIBING FOR COMMON SHARES MUST
REPRESENT TO THE ASSOCIATION THAT HE OR SHE IS PURCHASING THE COMMON SHARES FOR
HIS OR HER OWN ACCOUNT AND THAT HE OR SHE HAS NO AGREEMENT OR UNDERSTANDING WITH
ANY OTHER PERSON FOR THE SALE OR TRANSFER OF THE COMMON SHARES. ANY PERSON WHO
ATTEMPTS TO TRANSFER HIS OR HER SUBSCRIPTION RIGHTS MAY BE SUBJECT TO PENALTIES
AND SANCTIONS, INCLUDING LOSS OF THE SUBSCRIPTION RIGHTS.
The number of Common Shares which a person who has subscription rights
may purchase will be determined, in part, by the total number of Common Shares
to be issued and the availability of Common Shares for purchase under the
preference categories set forth in the Plan and certain other limitations. See
"Limitations on Purchases of Common Shares." The sale of any Common Shares
pursuant to subscriptions received is contingent upon approval of the Plan by
the Voting Members of the Association at the Special Meeting.
The preference categories and preliminary purchase limitations which
have been established by the Plan, in accordance with applicable regulations,
for the allocation of Common Shares are as follows:
(a) Each Eligible Account Holder shall receive, without
payment therefor, a nontransferable right to purchase in the
Subscription Offering up to the greater of (i) the amount permitted to
be purchased in the Community Offering (currently 14,000 Common
Shares), (ii) .10% of the total number of Common Shares sold in
connection with the Conversion, or (iii) 15 times the product (rounded
down to the next whole number) obtained by multiplying the number of
Common Shares to be sold in connection with the Conversion by a
fraction, the numerator of which is the amount of the Eligible Account
Holder's Qualifying Deposit and the denominator of which is the total
amount of Qualifying Deposits of all Eligible Account Holders, in each
case on the Eligibility Record Date, subject to the overall purchase
limitations set forth in Section 10 of the Plan and subject to
adjustment by the Board of Directors of the Holding Company and the
Association as set forth in Section 10 of the Plan. If the exercise of
subscription rights by Eligible Account Holders results in an
over-subscription, Common Shares will be allocated among subscribing
Eligible Account Holders in a manner which will, to the extent
possible, make the total allocation of each subscriber equal 100 shares
or the amount subscribed for, whichever is less. Any Common
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Shares remaining after such allocation has been made will be allocated
among the subscribing Eligible Account Holders whose subscriptions
remain unfilled in the proportion which the amount of their respective
Qualifying Deposits on the Eligibility Record Date bears to the total
Qualifying Deposits of all Eligible Account Holders on such date.
Notwithstanding the foregoing, Common Shares in excess of 776,250, the
maximum of the Valuation Range, may be sold to the ESOP before fully
satisfying the subscriptions of Eligible Account Holders. No fractional
shares will be issued. For purposes of this paragraph (a), increases in
the Qualifying Deposits of directors and executive officers of the
Association during the twelve months preceding the Eligibility Record
Date shall not be considered.
(b) The ESOP shall receive, without payment therefor, a
nontransferable right to purchase in the Subscription Offering an
aggregate amount of up to 10% of the Common Shares sold in the
Conversion, provided that shares remain available after satisfying the
subscription rights of Eligible Account Holders up to the maximum of
the Valuation Range pursuant to paragraph (a) above. Although the Plan
and OTS regulations permit the ESOP to purchase up to 10% of the Common
Shares, the Holding Company anticipates that the ESOP will purchase 8%
of the Common Shares. If the ESOP is unable to purchase all or part of
the Common Shares for which it subscribes, the ESOP may purchase Common
Shares on the open market or may purchase authorized but unissued
Common Shares. If the ESOP purchases authorized but unissued Common
Shares, such purchases could have a dilutive effect on the interests of
the Holding Company's shareholders. See "RISK FACTORS - Potential
Impact of Benefit Plans on Net Earnings and Shareholders' Equity" in
the Prospectus.
(c) Provided that shares remain available after satisfying the
subscription rights of Eligible Account Holders and the ESOP pursuant
to paragraphs (a) and (b) above, each Supplemental Eligible Account
Holder will receive, without payment therefor, a nontransferable right
to purchase up to the greater of (i) the amount permitted to be
purchased in the Community Offering (currently 14,000 Common Shares),
(ii) .10% of the total number of Common Shares sold in connection with
the Conversion, or (iii) 15 times the product (rounded down to the next
whole number) obtained by multiplying the number of Common Shares to be
sold in connection with the Conversion by a fraction, the numerator of
which is the amount of the Supplemental Eligible Account Holder's
Qualifying Deposit and the denominator of which is the total amount of
Qualifying Deposits of all Supplemental Eligible Account Holders, in
each case on the Supplemental Eligibility Record Date, subject to the
overall purchase limitations set forth in Section 10 of the Plan and
subject to adjustment by the Board of Directors of the Holding Company
and the Association as set forth in Section 10 of the Plan. If the
exercise of subscription rights by Supplemental Eligible Account
Holders results in an oversubscription, Common Shares will be allocated
among subscribing Supplemental Eligible Account Holders in a manner
which will, to the extent possible, make the total allocation of each
subscriber equal 100 shares or the amount subscribed for, whichever is
less. Any Common Shares remaining after such allocation has been made
will be allocated among the subscribing Supplemental Eligible Account
Holders whose subscriptions remain unfilled in the proportion which the
amount of their respective Qualifying Deposits on the Supplemental
Eligibility Record Date bears to the total Qualifying Deposits of all
Supplemental Eligible Account Holders on such date. No fractional
shares will be issued.
(d) Provided that shares remain available after satisfying the
subscription rights of Eligible Account Holders, the ESOP and
Supplemental Eligible Account Holders pursuant to paragraphs (a), (b)
and (c) above, each Other Eligible Member, other than an Eligible
Account Holder or Supplemental Eligible Account Holder, shall receive,
without payment therefor, a nontransferable right to purchase a number
of Common Shares up to the greater of the amount permitted to be
purchased in the Community Offering (currently 14,000 Common Shares) or
.10% of the total number of Common Shares sold in connection with the
Conversion, subject to adjustment by the Boards of Directors of the
Association and the Holding Company. In the event of an
oversubscription by Other Eligible Members, the available Common Shares
will be allocated among subscribing Other Eligible Members in the same
proportion that their subscriptions bear to the total amount of
subscriptions by all Other Eligible Members; provided, however, that,
to the extent sufficient Common Shares are available, each subscribing
Other Eligible Member shall receive 25 Common Shares before the
remaining available Common Shares are allocated.
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The Board of Directors may reject any one or more subscriptions if,
based upon the Board of Directors' interpretation of applicable regulations,
such subscriber is not entitled to the shares for which he or she has subscribed
or if the sale of shares subscribed for would be in violation of any applicable
statutes, regulations, or rules.
The Association will make reasonable efforts to comply with the
securities laws of all states in the United States in which persons having
subscription rights reside. However, no such person will be offered or receive
any Common Shares under the Plan who resides in a foreign country or in a state
of the United States with respect to which each of the following apply: (i) a
small number of persons otherwise eligible to subscribe for shares under the
Plan resides in such country or state; (ii) under the securities laws of such
country or state, the granting of subscription rights or the offer or sale of
Common Shares to such persons would require the Holding Company or its officers
or directors to register as a broker or dealer or to register or otherwise
qualify its securities for sale in such country or state; and (iii) such
registration or qualification would be impracticable for reasons of cost or
otherwise.
The term "resident," as used herein with respect to the Subscription
Offering, means any person who, on the date of submission of the stock order and
certification form accompanying the Prospectus (the "Stock Order Form"),
maintained a bona fide residence within a jurisdiction in which the Common
Shares are being offered for sale. If a person is a business entity, the
person's residence shall be the location of the principal place of business. If
the person is a personal benefit plan, the residence of the beneficiary shall be
the residence of the plan. In the case of all other benefit plans, the residence
of the trustee shall be the residence of the plan. In all cases, the
determination of a subscriber's residency shall be in the sole discretion of the
Association and the Holding Company.
COMMUNITY OFFERING
To the extent Common Shares remain available after the satisfaction of
all subscriptions received in the Subscription Offering, the Association is
hereby offering Common Shares in the Community Offering subject to the
limitations set forth below. If subscriptions are received in the Subscription
Offering for up to 892,688 Common Shares, Common Shares may not be available in
the Community Offering. All sales of the Common Shares in the Community Offering
will be at the same price per share as in the Subscription Offering.
THE COMMUNITY OFFERING WILL BE TERMINATED ON OR BEFORE ______, 1997,
UNLESS EXTENDED BY THE ASSOCIATION AND THE HOLDING COMPANY WITH THE APPROVAL OF
THE OTS AND THE DIVISION, IF NECESSARY. IN ACCORDANCE WITH THE PLAN, THE
OFFERING MAY NOT BE EXTENDED BEYOND _________, 1999.
In the event shares are available for the Community Offering, each
person, together with any Associate or groups Acting in Concert, may purchase in
the Community Offering up to 14,000 Common Shares. If an insufficient number of
Common Shares is available to fill all of the orders received in the Community
Offering, the available Common Shares will be allocated in a manner to be
determined by the Boards of Directors of the Holding Company and the
Association, subject to the following:
(i) Preference will be given to natural persons who are
residents of Belmont County, Ohio, the county in which the offices of
the Association are located;
(ii) Orders received in the Community Offering will first be
filled up to 2% of the total number of Common Shares offered, with any
remaining shares allocated on an equal number of shares per order basis
until all orders have been filled; and
(iii) The right of any person to purchase Common Shares in the
Community Offering is subject to the right of the Holding Company and
the Association to accept or reject such purchases in whole or in part.
The term "resident," as used herein with respect to the Community
Offering, means any natural person who, on the date of submission of a Stock
Order Form, maintains a bona fide residence within, as appropriate, Belmont
County, Ohio, or a jurisdiction in which the Common Shares are being offered for
sale.
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LIMITATIONS ON PURCHASES OF COMMON SHARES
The Plan provides for certain additional limitations to be placed upon
the purchase of Common Shares. To the extent Common Shares are available, the
minimum number of Common Shares that may be purchased by any party is 25, or
$250. No fractional shares will be issued. Purchases in the Offering are further
subject to the limitation that no person, together with his or her Associates
and other persons Acting in Concert with him or her, may purchase more than
14,000 Common Shares in the Offering. In connection with the exercise of
subscription rights arising from a deposit account in which two or more persons
have an interest, the aggregate maximum number of Common Shares which the
persons having an interest in such account may purchase is 14,000 Common Shares
in the Offering. Such limitations do not apply to the ESOP. Subject to
applicable regulations, the purchase limitation may be increased or decreased
after the commencement of the Offering by the Boards of Directors.
"Acting in Concert" is defined as "knowing participation in a joint
activity or independent conscious parallel action towards a common goal" or "a
combination or pooling of voting or other interests in the securities of an
issuer for a common purpose." Persons shall be presumed to be Acting in Concert
with each other if: (i) both are purchasing Common Shares in the Conversion and
are (a) executive officers, directors, trustees, or any one who performs, or
whose nominee or representative performs, a similar policy making function at a
company (other than the Association or the Holding Company) or principal
business units or subsidiaries of a company, or (b) any person who directly or
indirectly owns or controls 10% or more of the stock of a company (other than
the Association or the Holding Company); or (ii) one person provides credit to
the other for the purchase of Common Shares or is instrumental in obtaining that
credit. In addition, if a person is presumed to be Acting in Concert with
another person, then the person is presumed to Act in Concert with anyone else
who is, or is presumed to be, acting in concert with that other person.
For purposes of the Plan, (i) the directors of the Association are not
deemed to be Acting in Concert solely by reason of their membership on the Board
of Directors of the Association, and (ii) an associate of a person (an
"Associate") is: (a) any corporation or organization (other than the
Association) of which such person is an officer, partner or, directly or
indirectly, the beneficial owner of 10% or more of any class of equity
securities; (b) any trust or other estate in which such person has a substantial
beneficial interest or as to which such person serves as trustee or in a similar
fiduciary capacity; and (c) any relative or spouse of such person, or relative
of such spouse, who either has the same home as such person or who is a director
or officer of the Association. Executive officers and directors of the
Association and their Associates may not purchase, in the aggregate, more than
35% of the total number of Common Shares sold in the Conversion. Shares acquired
by the ESOP will not, pursuant to regulations governing the Conversion, be
aggregated with the shares purchased by the directors, officers and employees of
the Association.
Purchases of Common Shares in the Offering are also subject to the
change in control regulations which restrict direct and indirect purchases of
10% or more of the stock of any savings association by any person or group of
persons acting in concert, under certain circumstances. See "RESTRICTIONS ON
ACQUISITION OF THE HOLDING COMPANY AND THE ASSOCIATION AND RELATED ANTI-TAKEOVER
PROVISIONS - Federal Law and Regulation" in the Prospectus.
After the Conversion, Common Shares, except for Common Shares purchased
by affiliates of the Holding Company and the Association, will be freely
transferable, subject to OTS and Division regulations.
PLAN OF DISTRIBUTION
The offering of the Common Shares is made only pursuant to the
Prospectus, which is available at the office of the Association. See "ADDITIONAL
INFORMATION AND STOCK ORDER FORMS." Officers and directors of the Association
will be available to answer questions about the Conversion and may also hold
informational meetings for interested persons. Such officers and directors will
not be permitted to make statements about the Holding Company or the Association
unless such information is also set forth in the Prospectus, nor will they
render investment advice. The Holding Company will rely on Rule 3a4-1 under the
Securities Exchange Act of 1934 (the "Exchange Act"), and sales of Common Shares
will be conducted within the requirements of Rule 3a4-1, which will permit
officers, directors and employees of the Holding Company and the Association to
participate in the sale of Common Shares. No officer, director or employee of
the
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Holding Company or the Association will be compensated in connection with his
participation by the payment of commissions or other remuneration based either
directly or indirectly on the transactions in the Common Shares.
To assist the Holding Company and the Association in marketing the
Common Shares, the Holding Company and the Association have retained Charles
Webb & Company, a division of Keefe, Bruyette & Woods, Inc. ("Webb"), a
broker-dealer registered with the Securities and Exchange Commission (the "SEC")
and member of the National Association of Securities Dealers, Inc. (the "NASD").
Webb will assist the Association in (i) training and educating the Association's
employees regarding the mechanics and regulatory requirements of the conversion
process; (ii) conducting information meetings for subscribers and other
potential purchasers; and (iii) keeping records of all stock subscriptions. For
providing these services, the Association has agreed to pay Webb (a) a
management fee of $25,000, all of which has been paid, and (b) a marketing fee
of 1.5% of the aggregate dollar amount of Common Shares sold in the Subscription
Offering and the Community Offering, excluding shares sold by Selected Brokers,
if any, and shares purchased by the ESOP and directors, officers, and employees
of the Association and members of their immediate families.
The Association has also agreed to reimburse Webb for its reasonable
legal fees and disbursements. The Association and the Holding Company have also
agreed to indemnify Webb, under certain circumstances, against liabilities and
expenses (including legal fees) arising out of or based upon untrue statements
or omissions contained in the materials used in the Offering or in various
documents submitted to regulatory authorities in respect of the Conversion,
including liabilities under the Securities Act of 1933, as amended (the "Act"),
unless such untrue statement or omission, or alleged untrue statement or
omission, was made in reliance upon certain information furnished to the
Association by Webb expressly for use in the summary proxy statement or
prospectus used in connection with the Offering.
SELECTED BROKERS
If Common Shares remain available after the satisfaction of all
subscriptions received in the Subscription Offering, Webb may enter into an
agreement with other NASD member firms ("Selected Brokers") to assist in the
sale of Common Shares in the Community Offering. If Selected Brokers are used,
Webb will receive commissions of no more than 5.5% of the aggregate purchase
price of the Common Shares sold in the Community Offering by the Selected
Brokers, and Webb will pay to the Selected Brokers a portion of the 5.5%
commission pursuant to selected dealer agreements. During the Community
Offering, Selected Brokers may only solicit indications of interest from their
customers to place orders with the Association as of a certain date (the "Order
Date") for the purchase of Common Shares. When and if the Association believes
that enough indications of interest and orders have been received in the
Community Offering to consummate the Conversion, Webb will request, as of the
Order Date, Selected Brokers to submit orders to purchase shares for which they
have previously received indications of interest from the customers. Selected
Brokers will send confirmations of the orders to such customers on the next
business day after the Order Date. Selected Brokers will debit the accounts of
their customers on the date which will be three business days from the Order
Date (the "Settlement Date"). On the Settlement Date, funds received by Selected
Brokers will be remitted to the Association. It is anticipated that the
Conversion will be consummated on the Settlement Date. However, if consummation
is delayed after payment has been received by the Association from Selected
Brokers, funds will earn interest at the passbook rate, currently an annual
percentage yield of ____%, until the completion of the offering. Funds will be
returned promptly in the event the Conversion is not consummated.
EFFECT OF EXTENSION OF COMMUNITY OFFERING
If the Community Offering is conducted and extends beyond
______________, 1997, persons who have subscribed for Common Shares in the
Subscription Offering or in the Community Offering will receive a written notice
that until a date specified in the notice, they have the right to affirm,
increase, decrease or rescind their subscriptions for Common Shares. Persons who
do not affirmatively elect to continue their subscription or who elect to
rescind their subscriptions during any such extension will have all of their
funds promptly refunded with interest. Persons who elect to decrease their
subscriptions will have the appropriate portion of their funds promptly refunded
with interest.
USE OF STOCK ORDER FORMS
Subscriptions for Common Shares in the Subscription Offering and in the
Community Offering may be made only by completing and submitting a Stock Order
Form. Any person who desires to subscribe for Common Shares in the
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Subscription Offering must do so by delivering to the Association by mail or in
person, prior to noon Bridgeport, Ohio Time, on __________, 1997, a properly
executed and completed Stock Order Form, together with full payment of the
subscription price of $10 for each Common Share for which subscription is made.
ANY STOCK ORDER FORM WHICH IS NOT RECEIVED BY THE ASSOCIATION PRIOR TO NOON,
BRIDGEPORT, OHIO TIME, ON _________, 1997, OR FOR WHICH FULL PAYMENT HAS NOT
BEEN RECEIVED BY THE ASSOCIATION PRIOR TO SUCH TIME, WILL NOT BE ACCEPTED.
PHOTOCOPIES, TELECOPIES OR OTHER REPRODUCTIONS OF STOCK ORDER FORMS WILL NOT BE
ACCEPTED. See "ADDITIONAL INFORMATION." THE FAILURE TO DELIVER A PROPERLY
EXECUTED ORIGINAL STOCK ORDER FORM AND FULL PAYMENT IN A MANNER BY WHICH THEY
ARE ACTUALLY RECEIVED BY THE HOLDING COMPANY NO LATER THAN NOON, BRIDGEPORT,
OHIO TIME ON THE SUBSCRIPTION EXPIRATION DATE WILL PRECLUDE THE PURCHASE OF
COMMON SHARES IN THE OFFERING.
AN EXECUTED STOCK ORDER FORM, ONCE RECEIVED BY THE HOLDING COMPANY, MAY
NOT BE MODIFIED, AMENDED OR RESCINDED WITHOUT THE CONSENT OF THE HOLDING
COMPANY, UNLESS (I) THE COMMUNITY OFFERING IS NOT COMPLETED BY ___________,
1997, OR (II) THE FINAL VALUATION OF THE ASSOCIATION, AS CONVERTED, IS LESS THAN
$5,737,500 OR MORE THAN $8,926,875. IF EITHER OF THOSE EVENTS OCCUR, PERSONS WHO
HAVE SUBSCRIBED FOR COMMON SHARES IN THE SUBSCRIPTION OFFERING OR ORDERED COMMON
SHARES IN THE COMMUNITY OFFERING WILL RECEIVE WRITTEN NOTICE THAT, UNTIL A DATE
SPECIFIED IN THE NOTICE, THEY HAVE A RIGHT TO AFFIRM, INCREASE, DECREASE OR
RESCIND THEIR SUBSCRIPTIONS OR ORDERS. ANY PERSON WHO DOES NOT AFFIRMATIVELY
ELECT TO CONTINUE HIS SUBSCRIPTION OR ELECTS TO RESCIND HIS SUBSCRIPTION DURING
ANY SUCH EXTENSION WILL HAVE ALL OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST.
ANY PERSON WHO ELECTS TO DECREASE HIS SUBSCRIPTION DURING ANY SUCH EXTENSION
WILL HAVE THE APPROPRIATE PORTION OF HIS FUNDS PROMPTLY REFUNDED WITH INTEREST.
IN ADDITION, IF THE MAXIMUM PURCHASE LIMITATION IS INCREASED TO MORE THAN 14,000
COMMON SHARES, PERSONS WHO HAVE SUBSCRIBED FOR 14,000 COMMON SHARES WILL BE
GIVEN THE OPPORTUNITY TO INCREASE THEIR SUBSCRIPTIONS.
PAYMENT FOR COMMON SHARES
Payment of the subscription price for all Common Shares for which
subscription is made must accompany a completed Stock Order Form in order for
subscriptions or orders to be valid. Payment for Common Shares may be made (i)
in cash, if delivered in person; (ii) by check, bank draft, or money order made
payable to the Association; or (iii) by authorization of withdrawal from deposit
accounts in the Association (other than non-self-directed IRAs). The Association
cannot lend money or otherwise extend credit to any person to purchase Common
Shares.
Payments made in cash or by check, bank draft, or money order will be
placed in a segregated savings account insured by the FDIC up to applicable
limits until the Conversion is completed or terminated. Interest will be paid by
the Association on such account at the then current passbook savings account
rate, which is currently __% with an annual percentage yield of ___%, from the
date payment is received until the Conversion is completed or terminated.
Payments made by check will not be deemed to have been received until such check
has cleared for payment.
Instructions for authorizing withdrawals from deposit accounts,
including certificates of deposit, are provided in the Stock Order Form. Once a
withdrawal has been authorized, none of the designated withdrawal amount may be
used by a subscriber for any purpose other than to purchase Common Shares,
unless the Conversion is terminated. All sums authorized for withdrawal will
continue to earn interest at the contract rate for such account or certificate
until the completion or termination of the Conversion. Interest penalties for
early withdrawal applicable to certificate accounts will be waived in the case
of withdrawals authorized for the purchase of Common Shares. If a partial
withdrawal from a certificate account results in a balance less than the
applicable minimum balance requirement, the certificate will be canceled and the
remaining balance will earn interest at the Association's passbook rate
subsequent to the withdrawal.
In order to utilize funds in an IRA maintained at the Association, the
funds must be transferred to a self-directed IRA that permits the funds to be
invested in stock. There will be no early withdrawal or IRS penalties for such
transfer. The beneficial owner of the IRA must direct the trustee of the account
to use funds from such account to purchase Common Shares in connection with the
Conversion. THIS CANNOT BE DONE THROUGH THE MAIL. Persons who are interested in
utilizing IRAs at the Association to subscribe for Common Shares should contact
the Conversion Information Center at (614) ___-____ for instructions and
assistance.
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Subscriptions will not be filled by the Association until subscriptions
have been received in the Offering for up to 573,750 Common Shares, the minimum
point of the Valuation Range. If the Conversion is terminated, all funds
delivered to the Association for the purchase of Common Shares will be returned
with interest, and all charges to deposit accounts will be rescinded. If
subscriptions are received for at least 573,750 Common Shares, subscribers and
other purchasers will be notified by mail, promptly upon completion of the sale
of the Common Shares, of the number of shares for which their subscriptions have
been accepted. The funds on deposit with the Association for the purchase of
Common Shares will be withdrawn and paid to the Holding Company in exchange for
the Common Shares. Certificates representing Common Shares will be delivered
promptly thereafter. The Common Shares will not be insured by the FDIC.
If the ESOP subscribes for Common Shares in the Subscription Offering,
the ESOP will not be required to pay for the shares subscribed for at the time
it subscribes but may pay for such Common Shares upon consummation of the
Conversion.
SHARES TO BE PURCHASED BY MANAGEMENT PURSUANT TO SUBSCRIPTION RIGHTS
The following table sets forth certain information regarding the
subscription rights intended to be exercised by the directors and executive
officers of the Association and the Holding Company and their Associates and
persons with whom they may be deemed to be Acting in Concert:
Name Total shares (2) Percent of total offering (1) Aggregate purchase price (2)
- ---- ------------ ------------------------- ------------------------
John O. Costine
Anton M. Godez
Jon W. Letzkus
Manuel C. Thomas
William E. Reline
All directors and executive
officers as a group (9 persons)
- -----------------------------
<FN>
(1) Assumes that 675,000 Common Shares, the mid-point of the Valuation
Range, will be sold in connection with the Conversion at $10 per share
and that a sufficient number of Common Shares will be available to
satisfy the intended purchases by directors and executive officers. See
"Pricing and Number of Common Shares to be Sold."
(2) Includes intended purchases by Associates of directors and executive
officers to the extent known.
All purchases by executive officers and directors of the Association
are being made for investment purposes only and with no present intent to
resell.
PRICING AND NUMBER OF COMMON SHARES TO BE SOLD
The aggregate offering price of the Common Shares will be based on the
pro forma market value of the shares as determined by an independent appraisal
of the Association. RP Financial, a firm which evaluates and appraises financial
institutions, was retained by the Association to prepare an appraisal of the
estimated pro forma market value of the Association as converted. RP Financial
will receive a fee of $12,500 for its appraisal and one update. Such amount does
not include out-of-pocket expenses of up to $1,250.
RP Financial was selected by the Board of Directors of the Association
because RP Financial has extensive experience in the valuation of thrift
institutions, particularly in the mutual-to-stock conversion context. The Board
of Directors interviewed RP Financial's principal, reviewed the credentials of
RP Financial's appraisal personnel, and obtained references and recommendations
from other companies which have engaged RP Financial. RP Financial is certified
by the OTS as a mutual-to-stock conversion appraiser. The Association and RP
Financial have no relationships which would affect RP Financial's independence.
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The appraisal was prepared by RP Financial in reliance upon the
information contained herein. RP Financial also considered the following
factors, among others: the present and projected operating results and financial
condition of the Association and the economic and demographic conditions in the
Association's existing market area; the quality and depth of the Association's
management and personnel; certain historical financial and other information
relating to the Association; a comparative evaluation of the operating and
financial statistics of the Association with those of other thrift institutions;
the aggregate size of the Offering; the impact of the Conversion on the
Association's regulatory capital and earnings potential; the trading market for
stock of comparable thrift institutions and thrift holding companies; and
general conditions in the markets for such stocks.
The Pro Forma Value of the Association, as converted, determined by RP
Financial, is $6,750,000 as of ______, 1997. The Valuation Range established in
accordance with the Plan is $5,737,500 to $7,762,500, which, based upon a per
share offering price of $10, will result in the sale of between 573,750 and
776,250 Common Shares. The total number of Common Shares sold in the Conversion
will be based on the Valuation Range. Pro forma shareholders' equity per share
and pro forma earnings per share decrease moving from the low end to the high
end of the Valuation Range. See "PRO FORMA DATA" in the Prospectus.
In the event that RP Financial determines at the close of the
Conversion that the aggregate pro forma value of the Association is higher or
lower than the Pro Forma Value, but is nevertheless within the Valuation Range,
the Holding Company will make an appropriate adjustment by raising or lowering
the total number of Common Shares sold in the Conversion consistent with the
final Valuation Range. If, due to changing market conditions, the final
valuation is less than $5,737,500 or more than $8,926,875, subscribers will be
given the right to affirm, increase, decrease or rescind their subscriptions.
Any person who does not affirmatively elect to continue his subscription or
elects to rescind his subscription before the date specified in the notice will
have all of his funds promptly refunded with interest. Any person who elects to
decrease his subscription will have the appropriate portion of his funds
promptly refunded with interest.
THE APPRAISAL BY RP FINANCIAL IS NOT INTENDED, AND MUST NOT BE
CONSTRUED, AS A RECOMMENDATION OF ANY KIND AS TO THE ADVISABILITY OF PURCHASING
COMMON SHARES OR VOTING TO APPROVE THE CONVERSION. IN PREPARING THE VALUATION,
RP FINANCIAL HAS RELIED UPON AND ASSUMED THE ACCURACY AND COMPLETENESS OF THE
AUDITED FINANCIAL STATEMENTS AND STATISTICAL INFORMATION PROVIDED BY THE
ASSOCIATION. RP FINANCIAL DID NOT INDEPENDENTLY VERIFY THE FINANCIAL STATEMENTS
AND OTHER INFORMATION PROVIDED BY THE ASSOCIATION, NOR DID RP FINANCIAL VALUE
INDEPENDENTLY THE ASSETS OR LIABILITIES OF THE ASSOCIATION OR THE HOLDING
COMPANY. THE VALUATION CONSIDERS THE ASSOCIATION ONLY AS A GOING CONCERN AND
SHOULD NOT BE CONSIDERED AS AN INDICATION OF THE LIQUIDATION VALUE OF THE
ASSOCIATION. MOREOVER, BECAUSE SUCH VALUATION IS NECESSARILY BASED UPON
ESTIMATES AND PROJECTIONS OF A NUMBER OF MATTERS, ALL OF WHICH ARE SUBJECT TO
CHANGE FROM TIME TO TIME, NO ASSURANCE CAN BE GIVEN THAT PERSONS PURCHASING
COMMON SHARES WILL THEREAFTER BE ABLE TO SELL SUCH SHARES AT THE CONVERSION
PURCHASE PRICE.
A copy of the complete appraisal is on file and open for inspection at
the offices of the OTS, 1700 G Street, N.W., Washington, D.C. 20552; at the
Central Regional Office of the OTS, 200 West Madison Street, Suite 1300,
Chicago, Illinois 60606; at the offices of the Division, 77 S. High Street,
Columbus, Ohio 43215; and at the offices of the Association.
RESTRICTIONS ON REPURCHASE OF COMMON SHARES
OTS regulations generally prohibit the Holding Company from
repurchasing any of its capital stock for three years following the date of
completion of the Conversion, except as part of an open-market stock repurchase
program during the second and third years following the Conversion involving no
more than 5% of the outstanding capital stock during a twelve-month period. In
addition, after such a repurchase, the Association's regulatory capital must
equal or exceed all regulatory capital requirements. Before the commencement of
a repurchase program, the Holding Company must provide notice to the OTS, and
the OTS may disapprove the program if the OTS determines that it would adversely
affect the financial condition of the Association or if it determines that there
is no valid business purpose for such repurchase. Such repurchase restrictions
would not prohibit the ESOP or the RRP from purchasing Common Shares during the
first year following the Conversion.
Ohio regulations prohibit the Holding Company from repurchasing shares
during the first year after the Conversion if the effect thereof would cause the
Association not to meet its capital requirements.
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RESTRICTIONS ON TRANSFER OF COMMON SHARES BY DIRECTORS AND OFFICERS
Common Shares purchased by directors and executive officers of the
Holding Company will be subject to the restriction that such shares may not be
sold for a period of one year following completion of the Conversion, except in
the event of the death of the shareholder. The certificates evidencing Common
Shares issued by the Holding Company to directors and executive officers will
bear a legend giving appropriate notice of the restriction imposed upon them. In
addition, the Holding Company will give appropriate instructions to the transfer
agent (if any) for the Holding Company's common shares in respect of the
applicable restriction on transfer of any restricted shares. Any shares issued
as a stock dividend, stock split or otherwise in respect of restricted shares
will be subject to the same restrictions.
Subject to certain exceptions, for a period of three years following
the Conversion, no director or officer of the Holding Company or the
Association, or any of their Associates, may purchase any common shares of the
Holding Company without the prior written approval of the OTS, except through a
broker-dealer registered with the SEC. This restriction will not apply, however,
to negotiated transactions involving more than 1% of a class of outstanding
common shares of the Holding Company or shares acquired by any stock benefit
plan of the Holding Company or the Association.
The Common Shares, like the stock of most public companies, are subject
to the registration requirements of the Act. Accordingly, the Common Shares may
be offered and sold only in compliance with such registration requirements or
pursuant to an applicable exemption from registration. Common Shares received in
the Conversion by persons who are not "affiliates" of the Holding Company may be
resold without registration. Common Shares received by affiliates of the Holding
Company will be subject to resale restrictions. An "affiliate" of the Holding
Company, for purposes of Rule 144, is a person who directly, or indirectly
through one or more intermediaries, controls, or is controlled by or is under
common control with, the Holding Company. Rule 144 generally requires that there
be publicly available certain information concerning the Holding Company and
that sales subject to Rule 144 be made in routine brokerage transactions or
through a market maker. If the conditions of Rule 144 are satisfied, each
affiliate (or group of persons acting in concert with one or more affiliates) is
generally entitled to sell in the public market, without registration, in any
three-month period, a number of shares which does not exceed the greater of (i)
1% of the number of outstanding shares of the Holding Company or (ii) if the
shares are admitted to trading on a national securities exchange or reported
through the automated quotation system of a registered securities association,
such as Nasdaq SmallCap, the average weekly reported volume of trading during
the four weeks preceding the sale.
OTHER
THE PLAN IS ATTACHED TO THIS SUMMARY PROXY STATEMENT AS EXHIBIT A AND
SHOULD BE REVIEWED CAREFULLY. ALL STATEMENTS MADE IN THIS SUMMARY PROXY
STATEMENT AND THE PROSPECTUS ARE HEREBY QUALIFIED IN THEIR ENTIRETY BY REFERENCE
TO THE PLAN. THE ADOPTION OF THE PLAN BY THE VOTING MEMBERS AT THE SPECIAL
MEETING WILL AUTHORIZE THE BOARDS OF DIRECTORS OF THE HOLDING COMPANY AND THE
ASSOCIATION TO AMEND OR TERMINATE THE PLAN. IF THE BOARDS OF DIRECTORS OF THE
HOLDING COMPANY AND THE ASSOCIATION DETERMINE, UPON ADVICE OF COUNSEL AND AFTER
CONSULTATION WITH THE OTS AND THE DIVISION, THAT ANY SUCH AMENDMENT IS MATERIAL,
SUBSCRIBERS WILL BE NOTIFIED OF THE AMENDMENT AND WILL BE PROVIDED THE
OPPORTUNITY TO INCREASE, DECREASE OR CANCEL THEIR SUBSCRIPTIONS.
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USE OF PROCEEDS
The following table presents the estimated gross and net proceeds from
the sale of the Common Shares, based on the Valuation Range:
Minimum Mid-point Maximum Maximum, as adjusted
------- --------- ------- --------------------
Gross proceeds $5,737,500 $6,750,000 $7,762,500 $8,926,875
Less estimated expenses 352,930 366,900 380,870 396,940
---------- ---------- ---------- ----------
Total net proceeds $5,384,570 $6,383,100 $7,381,630 $8,529,930
========== ========== ========== ==========
The net proceeds from the sale of the Common Shares may vary depending
upon financial and market conditions at the time of the completion of the
Offering. See "THE CONVERSION - Pricing and Number of Common Shares to be Sold."
The expenses detailed above are estimated. Actual expenses may be more than or
less than estimated. See "THE CONVERSION Plan of Distribution."
The Holding Company will retain up to 50% of the net proceeds from the
sale of the Common Shares, or approximately $3.2 million at the mid-point of the
Valuation Range. Such proceeds will be used to lend up to $621,000, at the
mid-point of the Valuation Range to the ESOP to acquire Common Shares in the
Offering with the balance of the proceeds initially invested in short-term
investments or deposits with staggered maturities ranging up to three years.
Ultimately, the proceeds will be used for general corporate purposes, which may
include payments of dividends, repurchases of Common Shares and funding of the
RRP. See "THE CONVERSION - Restrictions on Repurchase of Common Shares." OTS
regulations generally prohibit stock repurchases in the first year following the
completion of the Conversion, without prior approval of the OTS.
The remainder of the net proceeds received from the sale of the Common
Shares, approximately $4.2 million at the maximum, as adjusted, of the Valuation
Range, will be invested by the Holding Company in the capital stock to be issued
by the Association to the Holding Company as a result of the Conversion and will
increase the regulatory capital of the Association and will permit the
Association to expand its lending and investment activities and to enhance
customer services. The Association anticipates that such net proceeds will
initially be invested in short-term investments with maturities of one year or
less and then utilized to originate loans, purchase loan participations within
Ohio.
MARKET FOR COMMON SHARES
There is currently no market for the Common Shares. No assurance can be
given that an active or liquid market for the Common Shares will develop after
the completion of the Conversion or, if such a market does develop, that it will
continue. Investors should consider, therefore, the potentially illiquid and
long-term nature of an investment in the Common Shares.
A public trading market for the stock of any issuer, including the
Holding Company, depends upon the presence of both willing buyers and willing
sellers at any given time. The Holding Company has received conditional approval
from the Nasdaq SmallCap to have the Common Shares quoted under the symbol
"OSFS" upon completion of the Conversion, subject to certain conditions which
the Association and the Holding Company believe will be satisfied, although no
assurance can be provided that the conditions will be met. One of the conditions
to the Nasdaq SmallCap listing is the commitment of at least two brokerage firms
to make a market in the Common Shares. Keefe, Bruyette & Woods, Inc. has
informed the Holding Company that it intends to make a market in the Common
Shares, but it has no obligation to do so.
If the Common Shares are not listed on the Nasdaq SmallCap, the Holding
Company expects that the common shares will be traded in the over-the-counter
market and will be quoted through brokers participating on the National Daily
Quotation Service.
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The appraisal of the pro forma market value of the Association, as
converted, is not a recommendation as to the advisability of purchasing Common
Shares, nor does it represent RP Financial's opinion as to the price at which
the Common Shares may trade. There can be no assurance that the Common Shares
may later be resold at the price at which they are purchased in connection with
the Conversion. See "RISK FACTORS - Limited Market for the Common Shares" in the
Prospectus.
DIVIDEND POLICY
The declaration and payment of dividends by the Holding Company will be
subject to the discretion of the Board of Directors of the Holding Company, to
the earnings and financial condition of the Holding Company and to general
economic conditions. If the Board of Directors of the Holding Company determines
in the exercise of its discretion that the net income, capital, and consolidated
financial condition of the Holding Company and the general economy justify the
declaration and payment of dividends by the Holding Company, the Board of
Directors of the Holding Company may authorize the payment of dividends on the
Common Shares, subject to the limitation under Ohio law that a corporation may
pay dividends only out of surplus. There can be no assurance that dividends will
be paid on the Common Shares or, if paid, that such dividends will continue to
be paid in the future. In addition, the Holding Company will not undertake an
extraordinary tax-free return of capital to its shareholders during the first
year following the completion of the Conversion.
Other than earnings on the investment of the proceeds retained by the
Holding Company and interest earned on the loan to the ESOP, the principal
source of income of the Holding Company will be dividends periodically declared
and paid by the Board of Directors of the Association on the common shares of
the Association held by the Holding Company. The declaration and payment of
dividends by the Association to the Holding Company will be subject to the
discretion of the Board of Directors of the Association, to the earnings and
financial condition of the Association, to general economic conditions and to
federal and state restrictions on the payment of dividends by thrift
institutions. Under regulations of the OTS applicable to converted associations,
the Association will not be permitted to pay a cash dividend on its capital
stock after the Conversion if its regulatory capital would, as a result of the
payment of such dividend, be reduced below the amount required for the
Liquidation Account or the applicable regulatory capital requirement prescribed
by the OTS. See "THE CONVERSION - Principal Effects of the Conversion --
Liquidation Account" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources" in the
Prospectus. The Association may not pay a dividend unless such dividend also
complies with an OTS regulation limiting capital distributions by savings and
loan associations. Capital distributions, for purposes of such regulation,
include, without limitation, payments of cash dividends, repurchases, and
certain other acquisitions by an association of its shares and payments to
stockholders of another association in an acquisition of such other association.
See "REGULATION - Office of Thrift Supervision -- Limitations on Capital
Distributions" in the Prospectus.
DESCRIPTION OF AUTHORIZED SHARES
GENERAL
The Articles of Incorporation of the Holding Company authorize the
issuance of 3,000,000 common shares, without par value. Upon receipt by the
Holding Company of the purchase price therefor and subsequent issuance thereof,
each Common Share issued in the Conversion will be fully paid and nonassessable.
Notwithstanding the foregoing, until payments are received by the Holding
Company from the ESOP in accordance with the terms of a loan agreement to be
entered into by and between the Holding Company and the ESOP, Common Shares
issued to the ESOP for which payment in money has not been received will not be
fully paid and non-assessable. The Common Shares will represent nonwithdrawable
capital and will not and cannot be insured by the FDIC. Each Common Share will
have the same relative rights and will be identical in all respects to every
other Common Share.
The following is a summary description of the rights of the common
shares of the Holding Company, including the material express terms of such
shares as set forth in the Holding Company's Articles of Incorporation.
LIQUIDATION RIGHTS
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In the event of the complete liquidation or dissolution of the Holding
Company, the holders of the Common Shares will be entitled to receive all assets
of the Holding Company available for distribution, in cash or in kind, after
payment or provision for payment of (i) all debts and liabilities of the Holding
Company, (ii) any accrued dividend claims, and (iii) any interests in the
Liquidation Account payable as a result of a liquidation of the Association. See
"THE CONVERSION - Principal Effects of the Conversion -- Liquidation Account."
VOTING RIGHTS
The holders of the Common Shares will possess exclusive voting rights
in the Holding Company. Each holder of Common Shares will be entitled to one
vote for each share held of record on all matters submitted to a vote of holders
of common shares. See "RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY AND
THE ASSOCIATION - Articles of Incorporation of the Holding Company --
Elimination of Cumulative Voting" in the Prospectus.
DIVIDENDS
The holders of the Common Shares will be entitled to the payment of
dividends when, as and if declared by the Board of Directors and paid out of
funds, if any, available under applicable laws and regulations for the payment
of dividends. The payment of dividends is subject to federal and state statutory
and regulatory restrictions. See "DIVIDEND POLICY," "REGULATION - Office of
Thrift Supervision -- Limitations on Capital Distributions" in the Prospectus
and "TAXATION - Federal Taxation" in the Prospectus for a description of
restrictions on the payment of cash dividends.
PREEMPTIVE RIGHTS
After the consummation of the Conversion, no shareholder of the Holding
Company will have, as a matter of right, the preemptive right to purchase or
subscribe for shares of any class, now or hereafter authorized, or to purchase
or subscribe for securities or other obligations convertible into or
exchangeable for such shares or which by warrants or otherwise entitle the
holders thereof to subscribe for or purchase any such share.
RESTRICTIONS ON ALIENABILITY
See "THE CONVERSION - Restrictions on Repurchase of Common Shares" for
a description of the limitations on the repurchase of stock by the Holding
Company; "THE CONVERSION - Restrictions on Transfer of Common Shares by
Directors and Officers" for a description of certain restrictions on the
transferability of Common Shares purchased by officers and directors; and
"RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY AND THE ASSOCIATION AND
RELATED ANTI-TAKEOVER PROVISIONS" in the Prospectus for information regarding
regulatory restrictions on acquiring Common Shares.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Each director of the Association currently receives a fee of $225 per
meeting of the full Board of Directors attended with three paid absences. During
the year ended December 31, 1996, the Association paid a total of $ 22,725 in
directors' fees.
During the fiscal year ended December 31, 1996, no executive officer of
the Association received annual compensation in an amount equal to or greater
than $100,000. The following table presents certain information regarding the
annual compensation received by Mr. Letzkus during such period:
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SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
---------------------------
Name and Principal Position Year Salary ($) Bonus
- --------------------------- ---- ------ -----
Jon W. Letzkus, President 1996 $70,000 $6,024
EXPERTS
RP Financial has consented to the publication herein of the summary of
its letter to the Association setting forth its opinion as to the estimated pro
forma market value of the Association as converted and to the use of its name
and statements with respect to it appearing herein.
The consolidated financial statements of the Association as of December
31, 1996, and for each of the three years in the period ended December 31, 1996,
have been included herein in reliance upon the report of S. R. Snodgrass, A.C.,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of such firm as experts in auditing and accounting.
LEGAL PROCEEDINGS
The Association is not presently involved in any material legal
proceedings. From time to time, the Association is a party to legal proceedings
incidental to its business to enforce its security interest in collateral
pledged to secure loans made by the Association.
ADDITIONAL INFORMATION AND STOCK ORDER FORMS
The Prospectus contains the following: audited financial statements of
the Association, including statements of income and retained earnings, for the
three fiscal years ended December 31, 1996, management's discussion and analysis
of financial condition and results of operations; selected financial information
of the Association for the five fiscal years ended December 31, 1996,
information concerning the capitalization of the Association; a description of
the Association's lending, savings and investment activities; and additional
information about the business and financial condition of the Association. A
copy of the Prospectus accompanies this Summary Proxy Statement. To obtain an
additional copy of the Prospectus, contact the Association's Conversion
Information Center at (614) 635-1632 or (614) 635-1633.
The Subscription Offering will commence on _________, 1997, and end at
noon, Bridgeport, Ohio Time, on ____________, 1997. Stock Order Forms for
purchases of Common Shares in the Subscription Offering must be received by the
Association on or before noon, Bridgeport, Ohio Time, ____________, 1997.