1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[Fee Required]
For the Fiscal Year Ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No fee required]
For the transition period from ___________________ to ________________
Commission file number 0-17894
FIRSTFEDERAL FINANCIAL SERVICES CORP
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(Exact name of registrant as specified in its charter)
OHIO 34-1622711
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
135 EAST LIBERTY STREET, WOOSTER, OHIO 44691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330-264-8001)
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Securities Registered Pursuant to Section 12(b) of the Exchange Act:
None
Securities Registered Pursuant to Section 12(g) of the Exchange Act:
Title of each class: Name of each exchange on which registered:
- -------------------- ------------------------------------------
Common Stock, par value $1.00 per share Nasdaq National Market
6 1/2% Cumulative Convertible Preferred
Stock, Series B, without par value Nasdaq National Market
Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant, computed by reference to the average of the bid and asked
prices of such stock on the Nasdaq Stock Market as of March 20, 1998, was
$183,633,366. (The exclusion from such amount of the market value of the shares
owned by any person shall not be deemed an admission by the registrant that such
person is an affiliate of the registrant.)
As of March 20, 1998, there were issued and outstanding 6,749,366
shares of the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV of Form 10-K - Portions of the Annual Report to
Shareholders for the fiscal year ended December 31, 1997.
Part III of Form 10-K - Portions of the Proxy Statement for 1998 Annual
Meeting of Shareholders.
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Note 1: In calculating the market value of securities held by non-affiliates of
Registrant as disclosed on the cover page of this Form 10-K, Registrant has
treated as securities held by affiliates as of December 31, 1997, voting stock
owned of record by its directors and principal executive officers and
shareholders owning greater than 10% of the voting stock.
FIRSTFEDERAL FINANCIAL SERVICES CORP
1997 FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS
PART III
Item 10. Directors and Executive Officers of the Registrant..........................................17
Item 11. Executive Compensation......................................................................17
Item 12. Security Ownership of Certain Beneficial Owners and Management..............................17
Item 13. Certain Relationships and Related Transactions..............................................17
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................18
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding the Board
of Directors of FirstFederal Financial Services Corp ("FirstFederal") as of
December 31, 1997.
DIRECTOR TERM TO
NAME AGE POSITIONS HELD IN FIRSTFEDERAL SINCE(1) EXPIRE
- -------------------------------- ------- ------------------------------- ------------ -----------
R. Victor Dix 63 Director 1971 1998(2)
Daniel H. Plumly 44 Director 1987 1998(2)
L. Dwight Douce 49 Director, Executive Vice President 1989 1998(2)
and Secretary
David J. Olderman 62 Director 1997 1998(2)
David C. Vernon 57 Director 1997 1998(2)
Joseph P. Ciolek 52 Director 1997 1998(2)
Gary G. Clark 48 Chairman of the Board and Chief 1983 1999
Executive Officer
Steven N. Stein 42 Director 1989 1999
Ronald A. James, Jr. 48 Director 1996 1999
Richard E. Herald 68 Director 1977 2000
Gust B. Geralis 41 Director 1988 2000
(1) Includes service as a director of Signal Bank, a wholly owned subsidiary of
FirstFederal, formerly known as First Federal Savings and Loan Association
of Wooster.
(2) Directors Dix, Plumly, Douce and Olderman will each be nominated for a
three-year term to expire in 2001 at First Federal's Annual Meeting of
Shareholders to be held in June 1998 (the "Annual Meeting"). In addition,
at the Annual meeting, Director Vernon will be nominated for a two-year
term to expire in 2000 and Director Ciolek will be nominated for a one year
term to expire in 1999.
The business experience of each of FirstFederal's directors for at least
the past five years is as follows:
R. Victor Dix. Mr. Dix is the President and Publisher of THE DAILY RECORD
and Chairman and Director of Dix Communications. Mr. Dix has served as a
Director of FirstFederal since its formation in 1989 and as a Director of Signal
Bank since 1971.
Daniel H. Plumly. Mr. Plumly has been engaged in the private practice of
law with the firm of Critchfield, Critchfield & Johnston, Ltd. since 1978 and
has been a principal in the firm since 1981. Mr. Plumly has served as a Director
of FirstFederal since its formation in 1989 and as a Director of Signal Bank
since 1987.
L. Dwight Douce. In April 1994, Mr. Douce was named Executive Vice
President of FirstFederal. Mr. Douce has served as a Director and Secretary of
FirstFederal since its formation in 1989 and served as Treasurer of FirstFederal
from 1989 to 1997. In June 1996, Mr. Douce was named President and Chief
Operating Officer of Signal Bank. Prior thereto, Mr. Douce served as Executive
Vice President of Signal Bank since August 1993, and Chief Financial Officer of
Signal Bank since 1983. A Director of Signal Bank since 1989, Mr. Douce has 14
years of experience with Signal Bank.
David J. Olderman. From 1988 to October 1997, Mr. Olderman served as
Chairman and Chief Executive Officer of Carret, an investment company which
manages approximately $1 billion in customer assets. Mr. Olderman is no longer
involved in the day-to-day affairs of Carret, but will continue to serve as
Chairman in an advisory capacity until
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October 1998 as part of Carret's transition to new management. Mr. Olderman is a
director of Grief Bros., Inc., a manufacturer of paper board products located in
Delaware, Ohio.
David C. Vernon. Mr. Vernon has served as Chairman, President and Chief
Executive Officer of Summit Bank since 1991. Summit Bank was acquired by
FirstFederal in July 1997.
Joseph P. Ciolek. Mr. Ciolek has served as President of Alliance Corporate
Resources, Inc. ("Alliance") since 1989. Alliance was acquired by Signal Bank in
July 1997.
Gary G. Clark. Mr. Clark succeeded Richard E. Herald as Chairman of the
Board of FirstFederal and Signal Bank in April 1994. On August 1, 1993, Mr.
Clark succeeded Richard E. Herald as Chief Executive Officer of FirstFederal and
Signal Bank. Mr. Clark has served as a Director of FirstFederal since its
formation in 1989 and President of FirstFederal from the time of its formation
through January 1998. He has also been a Director of Signal Bank since 1983 and
President and Chief Operating Officer of Signal Bank from 1989 until reaching
his current positions. Mr. Clark has 20 years of experience with Signal Bank.
Steven N. Stein. Mr. Stein has served as President of the Belvedere
Corporation, a real estate company, located in Cincinnati, Ohio, since April
1990 and, since August 1995, as Chairman of Financial Stocks, Inc., the general
partner of an investment partnership. Prior thereto he was an attorney with the
law firm of Taft, Stettinius & Hollister, also based in Cincinnati. Mr. Stein
has served as a Director of FirstFederal and Signal Bank since 1989.
Ronald A. James, Jr. Since 1980, Mr. James has served as President of MCi,
which was acquired by FirstFederal in April 1996.
Richard E. Herald. Mr. Herald served as Chairman of the Board of
FirstFederal and Signal Bank from 1989 until his retirement from such positions
in April 1994. Mr. Herald retired from his position as Chief Executive Officer
of FirstFederal and Signal Bank in 1993. From 1977 to February 1989, Mr. Herald
served as President and Chief Executive Officer of Signal Bank.
Gust B. Geralis. Mr. Geralis is a certified public accountant and the
President of Mighty Associates Inc., an automotive service company located in
Medina, Ohio. Mr. Geralis has served as a Director of FirstFederal since its
formation in 1989. Mr. Geralis has also served as a Director of Signal Bank
since 1988.
The business experience of the executive officers of FirstFederal who are
not also directors of FirstFederal is provided under Item 1 of Part I of this
Report and incorporated by reference herein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires FirstFederal's directors and
executive officers, and persons who own more than 10% of a registered class of
FirstFederal's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of FirstFederal Common Stock and
other equity securities of FirstFederal. Officers, directors and greater than
10% stockholders are required by SEC regulations to furnish FirstFederal with
copies of all Section 16(a) forms they file.
To FirstFederal's knowledge, based solely on a review of the copies of such
reports furnished to FirstFederal and written representations that no other
reports were required during the fiscal year ended December 31, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with, except for the
inadvertent failure to timely file a Form 3 by Director Olderman. A Form 3 was
subsequently filed by Mr. Olderman.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or granted to FirstFederal's Chief Executive Officer and to certain other
executive officers of FirstFederal whose salary and bonus for fiscal 1997
exceeded $100,000 (the "FirstFederal Named Executive Officers").
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SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
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AWARDS PAYOUTS
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RESTRICTED SECURITIES
STOCK UNDERLYING LTIP ALL OTHER
SALARY BONUS AWARD(S) OPTIONS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)(1) ($) ($)(2)
------------------------------------------------------------------------------------------------------------------------------
Gary G. Clark 1997 $208,000 $65,000 --- 10,000 --- 22,108
Chairman and Chief Executive 1996 195,000 80,000 --- 10,000 --- 5,802
Officer 1995 180,000 67,500 --- 11,000 --- 5,786
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L. Dwight Douce 1997 $158,000 $25,000 --- 8,000 --- 17,056
Executive Vice President and 1996 135,000 45,000 --- 7,500 --- 5,600
Secretary 1995 115,000 34,500 --- 6,600 --- 4,718
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James J. Little(3) 1997 $138,000 $67,500 --- 18,000 --- 12,053
President and Chief Operating 1996 103,500 100,500 --- 5,000 --- 2,942
Officer 1995 33,500 --- --- 2,750 --- 37
==============================================================================================================================
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(1) Options granted prior to 1997 have been adjusted for the 25% common stock
dividend paid on May 22, 1997 and the 10% common stock dividends paid on
May 22, 1996 and May 22, 1995 (the "Stock Dividends").
(2) Represents contributions under Signal Bank's 401(k) Savings and Investment
Plan (the "Signal Bank 401(k) Plan") and life insurance premiums paid by
Signal Bank on behalf of each of Messrs. Clark, Douce and Little, as
follows: 1997: 401(k) - $21,530, $16,695 and $11,941; life insurance
premiums - $578, $361 and $112; 1996: 401(k)- $4,500, $4,514 and $2,585;
life insurance premiums - $1,302, $1,086 and $359; and 1995: 401(k) -
$4,916, $3,848 and $0; life insurance premiums - $870, $870 and $37.
(3) Mr. Little became an officer of FirstFederal in July 1995. He became
President and Chief Operating Officer in January 1998 after serving as
Executive Vice President and Chief Financial Officer.
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The following table sets forth certain information concerning stock options
granted to the FirstFederal Named Executive Officers in 1997. No stock
appreciation rights were granted to the FirstFederal Named Executive Officers
during 1997.
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OPTION GRANTS IN LAST FISCAL YEAR
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POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
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NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#)(1) YEAR ($/SH) DATE 5% ($) 10% ($)
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Gary G. Clark 10,000 5.87% $37.50 06/17/07 $235,800 $ 597,700
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L. Dwight Douce 8,000 4.70 37.50 06/17/07 188,640 478,160
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James J. Little 18,000 10.57 37.50 06/17/07 424,440 1,075,860
=============================================================================================================================
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(1) Options become exercisable in full on June 17, 2000, except with respect to
the option granted to Mr. Little, which will become exercisable with
respect to 8,000 shares on June 17, 2000 and 10,000 shares on June 17,
2002.
The following table sets forth certain information concerning the number
and value of stock options at December 31, 1997 held by the FirstFederal Named
Executive Officers, with adjustments for those options awarded prior to the
Stock Dividends.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
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VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(2)
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SHARES ACQUIRED VALUE REALIZED
NAME ON EXERCISE (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------------------
Gary G. Clark 3,182 $107,329 41,146 36,250 $1,482,081 $734,962
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L. Dwight Douce --- --- 23,458 25,622 830,008 494,023
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James J. Little --- --- --- 27,687 --- 351,351
===========================================================================================================================
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(1) Represents the difference between the fair market value of the shares of
FirstFederal Common Stock acquired upon exercise (based upon the closing
price per share on the Nasdaq Stock Market on the date of exercise) and the
aggregate exercise price of each option.
(2) Represents the difference between the fair market of the shares of
FirstFederal Common Stock underlying the options on December 31, 1997
(based upon the closing price per share on the Nasdaq Stock Market on
December 31, 1997) and the aggregate exercise price of each option.
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EMPLOYMENT AGREEMENTS. Signal Bank has entered into employment agreements
with Messrs. Clark, Douce and Little. The employment agreements provide for an
annual base salary in an amount not less than each individual's respective
current salary and provide for a salary review by the Signal Bank Board not less
often than annually. The agreements also provide for termination upon the
employee's death, for cause or in certain other events specified in the
agreements. The employment agreements are also terminable by the employee upon
90 days written notice to Signal Bank.
The employment agreements provide for payment (in lieu of salary) to
Messrs. Clark, Douce and Little of an amount equal to 299% of their five year
average base compensation, respectively, in the event there is a "change in
control" of Signal Bank where employment terminates in connection with such
change in control or within 12 months thereafter. If the employment of Messrs.
Clark, Douce and Little had been terminated as of December 31, 1997 under
circumstances entitling them to severance pay as described above, they would
have been entitled to receive lump sum cash payments of approximately $682,000,
$440,000 and $612,000, respectively.
DIRECTOR COMPENSATION
Non-employee directors of FirstFederal receive a monthly retainer of $200,
except for Director David J. Olderman, who has declined to accept such
compensation; directors of FirstFederal who are also employees receive no
compensation for their service as directors of FirstFederal. On April 29, 1997,
each non-employee director of FirstFederal was granted an immediately
exercisable option to purchase 1,000 shares of FirstFederal Common Stock,
adjusted to 1,250 shares for the 25% stock dividend paid on May 22, 1997, at a
split-adjusted exercise price of $29.80 per share. Each non-employee director of
Signal Bank receives a monthly retainer of $850 and a fee of $500 for each
meeting of the Board of Directors of Signal Bank (the "Signal Bank Board")
attended. Directors Dix, Geralis, Herald, Plumly and Stein receive such
compensation for their services as members of the Signal Bank Board.
The FirstFederal Board has standing Mergers and Acquisitions, Stock Option
and Compensation and Benefits Committees. The Signal Bank Board also has a
Compensation and Benefits Committee, the members of which are the same as those
of the FirstFederal Board's Compensation and Benefits Committee and which
generally meets jointly with such committee, and an Audit and Compliance
Committee. These committees, and the compensation of their members, are
described below.
Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee
is responsible for advising the FirstFederal Board as to merger and acquisition
opportunities. The present members of this Committee are Directors Gary G.
Clark, Chairman, Daniel H. Plumly, Steven N. Stein, David C. Vernon and L.
Dwight Douce. Non-employee members are compensated at the rate of $300 for each
meeting attended. This Committee met five times in 1997.
Stock Option Committee. The Stock Option Committee is responsible for
administering the Company's 1997 Omnibus Incentive Plan and 1994 Non-Employee
Director Stock Option Plan. The members of this Committee are Directors Steven
N. Stein (Chairman) and Gust B. Geralis. Chairman Stein received $400 and Mr.
Geralis received $300 for each meeting attended during 1997. This Committee met
five times during 1997.
Compensation and Benefits Committees. The FirstFederal and Signal Bank
Boards' Compensation and Benefits Committees are charged with reviewing and
maintaining various items related to compensation, and other types of benefits
such as health and medical insurance, life insurance, long-term disability
insurance, and such other benefits that may from time to time be authorized by
the FirstFederal and Signal Bank Boards, respectively. Directors Steven N. Stein
(Chairman), Gust B. Geralis and Daniel H. Plumly, each an outside director, are
the present members of the Compensation and Benefits Committees of the
FirstFederal and Signal Bank Boards. Members are compensated at the rate of $300
for the Chairman and $400 for each other member for attendance at committee
meetings. The Compensation and Benefits Committee of the FirstFederal Board met
three times during fiscal 1997 and the Compensation and Benefits Committee of
the Signal Bank Board met four times during fiscal 1997.
Audit and Compliance Committee. The Audit and Compliance Committee of the
Signal Bank Board is responsible for monthly review of reports developed by the
internal audit department and compliance department and for follow-up
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to determine that adequate action is taken to ensure correction of any problems
that have been identified. Other responsibilities of this Committee are to
recommend annually to the FirstFederal Board the engagement of an independent
auditing firm, to review the scope and results of the audit with the independent
auditors and to meet with internal and independent auditors as appropriate.
Monthly reports are made to the full Signal Bank Board by this Committee.
Current Committee members are Directors Gust B. Geralis (Chairman), Richard E.
Herald, R. Victor Dix and Daniel H. Plumly. Committee members are compensated at
the rate of $300 per meeting attended, except for the Chairman, who receives
$400 per meeting attended. The Audit and Compliance Committee met ten times
during 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Director Daniel H. Plumly, a member of the FirstFederal and Signal Bank
Boards' Compensation and Benefits Committees is a principal in the law firm of
Critchfield, Critchfield & Johnston, Ltd., Wooster, Ohio ("Critchfield").
Critchfield has provided legal services to Signal Bank for many years and to
FirstFederal since its incorporation in 1989. During 1997, compensation paid to
Critchfield for legal services totaled $900,448, as follows: FirstFederal -
$92,345; Signal Bank - $183,457; Signal Securitization Corp. (a subsidiary of
FirstFederal) - $265,150; Summit Bank - $16,115; MCi - $179,717; Alliance, a
subsidiary of Signal Bank; - $64,429; Signal Finance Co., a subsidiary of Signal
Bank, $10,288; all other subsidiaries of Signal Bank - $565; borrowers of Signal
Bank and the sellers of real estate in connection with the closing of real
estate loans made by Signal Bank - $88,382.
Mr. Plumly is also a partner in Heartland Title Agency. During 1997,
Heartland Title Agency received $25,726 from borrowers of Signal Bank and the
sellers of real estate for escrow services, premiums for title insurance, title
search fees and other matters relating to closing real estate loans.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1997, there were 6,725,535 shares of FirstFederal Common
Stock issued and outstanding.
The following table sets forth, as of December 31, 1997, certain
information as to (i) those persons who were known by management to be
beneficial owners of more than 5% of the outstanding shares of FirstFederal
Common Stock and (ii) the shares of FirstFederal Common Stock beneficially owned
by the directors, nominees and executive officers of FirstFederal as a group.
SHARES PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------------------------------- ----------------------------- ---------------
The Belden Brick Company, Robert F. Belden, Richard
F. Belden, Sr. and Joseph G. Belden, Sr.
700 Tuscarawas Street
Canton, Ohio 44702.................................. 808,502(1)(5)(7) 11.84%
Carret and Company, Inc.
560 Lexington Avenue
New York, New York 10022............................. 562,100(2) 8.36
Steven N. Stein
2211 Grandin Road
Cincinnati, Ohio 45208............................... 421,577(4)(5)(7) 6.22
Ronald A. James, Jr.
3735 South Duck Creek Road
North Jackson, Ohio 44451............................. 387,357(3)(7) 5.76
Directors, and executive officers as a group (13
persons).............................................. 1,108,419(6) 16.03%
- ------------------
(1) As reported by The Belden Brick Company ("Belden Brick"), Robert F. Belden,
Richard F. Belden, Sr. and Joseph G. Belden, Sr. Belden Brick reported sole
voting and investment power as to 779,076 of the total of 808,502 shares
covered by the report and did not report shared voting or investment power
as to any shares. Robert F. Belden reported shared voting and investment
power as to 779,076 of such total number of shares and sole voting and
investment power as to 17,004 shares. Richard F. Belden, Sr. reported
shared voting and investment power as to 779,676 of such total number of
shares and sole voting and investment power as to 10,310 shares. Joseph G.
Belden, Sr. reported shared voting and investment power as to 779,076 of
such total number of shares and sole voting and investment power as to
2,112 shares. Of the total 808,502 shares, 100,872 represent shares of
FirstFederal Common Stock issuable upon conversion of shares of
FirstFederal's 6 1/2% Cumulative Convertible Preferred Stock, Series B (the
"Series B Preferred Stock"). Robert F., Richard F. and Joseph G. Belden
disclaimed beneficial ownership of the 779,076 shares of FirstFederal
Common Stock owned by Belden Brick. Richard F. Belden, Sr.
disclaimed beneficial ownership of the 10,310 shares owned by his wife.
(2) As reported by Carret and Company, Inc. ("Carret"). Carret reported sole
voting and investment power as to 82,292 and shared investment but no
voting power as to 179,808 of the total of 562,100 shares covered by
Carret's reports. Of such total, 56,985 represent shares of FirstFederal
Common Stock issuable upon conversion of 35,400 shares of FirstFederal's
Series B Preferred Stock. Carret disclaimed beneficial ownership as to
479,808 shares.
(3) As reported by Ronald A. James, Jr. Except as provided in footnote (7), Mr.
James reported sole voting and investment power as to all of such shares.
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(4) As reported by Steven N. Stein. Mr. Stein reported sole voting and
investment power as to 322,881 (except as provided in footnote (7)) and
shared voting and investment power as to 98,696 of the total of 322,881
shares covered by the report. Of such total, 39,810 represent shares of
FirstFederal Common Stock issuable upon conversion of shares of
FirstFederal's Series B Preferred Stock.
(5) Includes shares held directly, as well as 8,862 shares which are subject to
options currently exercisable.
(6) Includes shares held directly, as well as shares which are subject to
currently exercisable options, shares issuable upon conversion of shares of
Series B Preferred Stock, shares which are held in retirement accounts or
by certain members of the named individuals' families, and shares of
restricted stock over which shares the respective directors and officers
may be deemed to have sole or shared voting or investment power.
(7) Amounts for Messrs. James and Stein include 2,500 shares of restricted
stock awarded to each individual over which such individuals have sole
voting and no investment power.
The following table sets forth certain information regarding the beneficial
ownership of FirstFederal Common Stock by FirstFederal's directors and Named
Executive Officers. The following directors and officers beneficially owned more
than 1% of the shares of FirstFederal Common Stock outstanding as of December
31, 1997, as follows: Mr. Stein 6.22%, Mr. James 5.76%, Mr. Herald 1.0% and Mr.
Clark 1.0%. No other director or officer beneficially owned more than 1% of the
shares of FirstFederal Common Stock outstanding as of December 31, 1997.
SHARES OF
FIRSTFEDERAL
POSITIONS HELD IN FIRSTFEDERAL COMMON STOCK
NAME BENEFICIALLY OWNED(1)
- ----------------------------------------------------------------------------------------------------
R. Victor Dix Director 15,117(2)(3)
Daniel H. Plumly Director 18,811(2)(3)(4)
L. Dwight Douce Director, Executive Vice President 41,316(5)
and Secretary
David J. Olderman Director 17,016
David C. Vernon Director 46,710(6)
James J. Little President and Chief Operating 8,053(7)
Officer
Joseph P. Ciolek Director 1,241
Richard E. Herald Director 61,002(3)(8)
Gust B. Geralis Director 18,035(3)
Gary G. Clark Chairman of the Board and Chief 65,508(5)
Executive Officer
Steven N. Stein Director 421,577(2)(3)(9)
Ronald A. James, Jr. Director 387,357(9)
- -----------------------------
(1) Includes shares held directly, as well as shares which are held in
retirement accounts or by certain members of the named individuals'
families, over which shares the respective directors may be deemed to have
sole or shared voting or investment power, including shares of restricted
stock over which the respective directors have sole voting but no
investment power.
(2) Includes with respect to Messrs. Dix, Plumly and Stein, 168, 672 and 39,810
shares of FirstFederal Common Stock, respectively, issuable upon conversion
of shares of FirstFederal's Series B Preferred Stock.
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(3) Includes 8,862 shares of FirstFederal Common Stock each with respect to
Messrs. Dix, Plumly, Herald, Geralis and Stein, subject to presently
exercisable stock options and 2,500 shares of restricted stock awarded to
each of the aforementioned directors over which such directors have sole
voting but no investment power.
(4) Excludes 812 shares held in the Individual Retirement Account of Mr.
Plumly's wife, as to which Mr. Plumly disclaims beneficial ownership.
(5) Includes with respect to Messrs. Clark and Douce, 41,146 and 23,458 shares
of FirstFederal Common Stock, respectively, subject to presently
exercisable stock options and 10,000 and 7,500 shares of restricted stock,
respectively, over which Mr. Clark and Mr. Douce have sole voting but no
investment power.
(6) Includes 35,855 shares of FirstFederal Common Stock subject to currently
exercisable options. Excludes 292 shares held by Mr. Vernon's wife and 92
shares held in a UGMA account of which Mr. Vernon is custodian, of which
Mr. Vernon disclaims beneficial ownership.
(7) Includes 5,000 shares of restricted stock awarded to Mr. Little over which
Mr. Little has sole voting but no investment power.
(8) Does not include 7,027 shares of FirstFederal Common Stock beneficially
owned by Wayne Mutual Insurance Co., of which Mr. Herald is a director, as
to which shares Mr. Herald disclaims beneficial ownership.
(9) Includes 2,500 shares of restricted stock awarded to each of Messrs. Stein
and James, over which such directors have sole voting but no investment
power.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to FirstFederal's policies, all transactions with senior
policy-making officers and directors must be on terms and conditions comparable
to those for similar transactions with non-affiliates. In addition, all loans
and other transactions between FirstFederal and such officers and directors will
be subject to approval by a majority of the FirstFederal Board, including a
majority of its disinterested directors. Signal Bank and Summit Bank continue to
follow a policy of granting to employees loans for the financing and improvement
of their personal residences as well as consumer loans on substantially the same
terms and collateral, except for interest rates and waiver of certain fees, as
those of comparable transactions prevailing at the time.
On December 31, 1997, Director Ronald A. James, Jr., owner of Hudson Mobile
Insurance Agency and Indy Mobile Insurance Agency, entered into an agreement
with Signal Bank for the sale of such agencies for approximately $1.1 million in
cash.
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a)(1) Consolidated Financial Statements:
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The following information appears in the portions of the Corporation's Annual
Report to Shareholders for the year ended December 31, 1997, included as Exhibit
13 to this Report:
PAGES IN
EXHIBIT 13
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Independent Auditors' Report............................................................................................14
Consolidated Statements of Financial Condition
December 31, 1997 and 1996..........................................................................................2
Consolidated Statements of Operations
Years Ended December 31, 1997, 1996 and 1995........................................................................3
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1997, 1996 and 1995........................................................................4
Consolidated Statements of Cash Flows
Years Ended December 31, 1997, 1996 and 1995........................................................................5
Notes to Consolidated Financial Statements............................................................................6-14
(a)(2) Financial Statement Schedules:
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Financial statement schedules have been omitted because the required information
is contained in the consolidated financial statements and notes thereto, or
because such schedules are not required or applicable.
13
(a)(3) Exhibits
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REFERENCE TO
REGULATION PRIOR FILING OR
S-K EXHIBIT EXHIBIT NUMBER
NUMBER DOCUMENT ATTACHED HERETO
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2+ Plan of Acquisition, Reorganization, Arrangement,
Liquidation or Succession *
3(i)+ Articles of Incorporation **
3(ii)+ By-Laws ***
4+ Instruments defining the rights of security holders, See also Exhibit 3
including debentures ****
9+ Voting Trust Agreement None
10+ Material contracts
1987 Stock Option and Incentive Plan *****
Non-Employee Director Stock Option Plan *****
Management Incentive Compensation Plan ******
1997 Omnibus Incentive Plan ******
Summit Bancorp 1989 Stock Incentive Plan ******
1997 FirstFederal Employee Discount Stock Purchase Plan ******
Branch acquisition agreement with KeyBank, N.A.
dated as of May 16, 1997 *******
Employment agreement of G. Clark **
Employment agreement of L.D. Douce **
Employment agreement of J. Little **
Employment agreement of R. James **
Employment agreement of J. Park 10a
Employment agreement of D. Vernon 10b
11+ Statement regarding computation of per share earnings None
12+ Statement regarding computation of ratios Not required
13 Annual Report to Security Holders 13
16+ Letter regarding change in certifying accountants Not required
18+ Letter regarding change in accounting principles None
21+ Subsidiaries of the registrant 21
22+ Published report regarding matters submitted to vote of
security holders None
23+ Consents of Experts and Counsel 23.1 and 23.2
25+ Power of Attorney Not required
27+ Financial Data Schedule 27
99+ Additional Exhibits -- report of predecessor independent accountants 99
+ Previously Filed
14
*Filed as an exhibit to First Shenango Bancorp's Current Report on
Form 8-K filed with the Securities and Exchange Commission on February 23, 1998.
**Filed as exhibits to the Corporation's Annual report on Form
10-K for the fiscal year ended December 31, 1996, filed with the Securities and
Exchange Commission on March 25, 1997 (File No. 0-17594). Such previously filed
document is hereby incorporated herein by reference in accordance with Item 601
of Regulation S-K.
***Filed as exhibits to the Corporation's Registration Statement on
Form S-2 under the Securities Act of 1933, filed with the Securities and
Exchange Commission on September 28, 1992 (Registration No. 33- 50664). All of
such previously filed document is hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
****The Corporation agrees to file with the Securities and Exchange
Commission, if requested, a copy of the indenture relating to the Corporation's
$40,500,000 of 9.125% Subordinated Notes due March 15, 2004.
*****Filed as Exhibit 4 to the Corporation's Registration Statement
on Form S-8 under the Securities Act of 1933, filed with the Securities and
Exchange Commission on May 29, 1992 (Registration No. 33-48246). All of such
previously filed document is hereby incorporated herein by reference in
accordance with Item 601 of Regulation S-K.
******Filed on Form S-8 with the Securities and Exchange Commission
on October 6, 1997 (File No. 0-17894). All of such previously filed document is
hereby incorporated herein by reference in accordance with Item 601 of
Regulation S-K.
*******Filed as Exhibit 10 to the Corporation's quarterly report on
Form 10-Q for the nine-month period ended September 30, 1997 filed with the
Securities and Exchange Commission (File No. 0-17894). All of such previously
filed document is hereby incorporated herein by reference in accordance with
Item 601 of Regulation S-K.
EXHIBITS ARE AVAILABLE BY WRITTEN REQUEST TO:
FIRSTFEDERAL FINANCIAL SERVICES CORP
CONNIE S. STROCK
VICE PRESIDENT
P.O. BOX 385
WOOSTER, OH 44691
(b) Reports on Form 8-K:
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None
15
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FIRSTFEDERAL FINANCIAL SERVICES CORP
Date: April 30, 1998 By: /s/ Jon W. Park
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Jon W. Park
Chief Financial Officer