1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
LONDON FINANCIAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------
3) Filing Party:
---------------------------------------------
4) Date Filed:
---------------------------------------------
2
LONDON FINANCIAL CORPORATION
2 EAST HIGH STREET
LONDON, OHIO 43140
(740) 852-0787
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
London Financial Corporation ("LFC") will be held at the office of The Citizens
Bank of London, 2 East High Street, London, Ohio 43140, on January 27, 2000, at
10:00 a.m., Eastern Time (the "Annual Meeting"), for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement:
1. To re-elect four directors of LFC for terms expiring in 2002;
2. To ratify the selection of Grant Thornton LLP as the auditors
of LFC for the current fiscal year; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only shareholders of LFC of record at the close of business on December
10, 1999, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED AT THE ANNUAL MEETING. The giving of a proxy does not affect your
right to vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
London, Ohio John J. Bodle, President
December 17, 1999
3
LONDON FINANCIAL CORPORATION
2 EAST HIGH STREET
LONDON, OHIO 43140
(740) 852-0787
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of
London Financial Corporation, an Ohio corporation ("LFC"), for use at the 2000
Annual Meeting of Shareholders of LFC to be held at the office of The Citizens
Bank of London ("Citizens"), 2 East High Street, London, Ohio 43140, on January
27, 2000, at 10:00 a.m., Eastern Time, and at any adjournments thereof (the
"Annual Meeting"). Without affecting any vote previously taken, the Proxy may be
revoked by a shareholder by execution of a later dated proxy which is received
by LFC before the Proxy is exercised or by giving notice of revocation to LFC in
writing or in open meeting before the Proxy is exercised. Attendance at the
Annual Meeting will not, of itself, revoke a proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the re-election of John I. Andrix, Rodney A. Bell, John J.
Bodle and Shirley C. Hansgen as directors of LFC for terms
expiring in 2002; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of LFC for the current
fiscal year.
Proxies may be solicited by the directors, officers and other employees
of LFC and Citizens, in person or by telephone, telegraph or mail only for use
at the Annual Meeting. Such proxies will not be used for any other meeting. The
cost of soliciting proxies will be borne by LFC.
Only shareholders of record as of the close of business on December 10,
1999 (the "Voting Record Date"), are entitled to notice of and to vote at the
Annual Meeting. Each such shareholder will be entitled to cast one vote for each
share owned. LFC's records disclose that, as of the Voting Record Date, there
were 479,450 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of LFC on or
about December 17, 1999.
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and LFC's Code of Regulations (the "Regulations"), the
four nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld are not counted
toward the election of directors or toward the election of the individual
nominees specified in the enclosed Proxy. If the enclosed Proxy is signed and
dated by the shareholder, but no vote is specified thereon, the shares held by
such shareholder will be voted FOR the re-election of the four nominees.
Shareholders may not cumulate their votes in the election of directors.
-1-
4
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of the holders of a majority of the shares of LFC
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of LFC for the current fiscal
year. Generally, shares which are held by a nominee for a beneficial owner and
which are represented in person or by proxy at the Annual Meeting, but not voted
with respect to the ratification of the selection of Grant Thornton
("Non-votes"), will have the same effect as votes against the approval of such
ratification, as will abstentions. If, however, shares are represented at the
Annual Meeting by a shareholder who signed and dated the enclosed Proxy, but who
did not vote on the ratification of the selection of Grant Thornton by marking
the appropriate block on the Proxy, such shares will be voted FOR the
ratification of the selection of Grant Thornton and will not be considered
Non-votes.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to LFC to own beneficially more than five percent of the
outstanding common shares of LFC as of November 30, 1999:
Amount and nature of beneficial ownership
------------------------------------------
Sole voting and Shared voting and Percent of
Name and Address investment power investment power shares outstanding
- - ---------------- ---------------- ---------------- ------------------
First Bankers Trust, N.A.
1201 Broadway
Quincy, Illinois 62301 42,320 (1) 14,401 8.8%
John J. Bodle
76 Flax Drive
London, Ohio 43140 22,730 (2) 6,706 6.0
Edward D. Goodyear
1776 E. Choctaw Drive
London, Ohio 43140 12,466 (3) 12,482 5.2
Kennison A. Sims
1418 Old Xenia Road
London, Ohio 43140 36,096 (3)(4) 6,775 8.9
- - -----------------------
(1) Consists of unallocated shares with respect to which First Bankers
Trust, N.A. (the "ESOP Trustee") as the Trustee for the London
Financial Corporation Employee Stock Ownership Plan (the "ESOP") has
sole voting power.
-2-
5
(2) Includes 7,935 shares that may be acquired upon the exercise of an
option awarded pursuant to the London Financial Corporation 1997 Stock
Option and Incentive Plan (the "Stock Option Plan") and 1,058 shares
that are expected to be earned in the next 60 days pursuant to The
Citizens Loan & Savings Company Management Recognition and Retention
Plan and Trust (the "MRP").
(3) Includes 1,587 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan and 212 shares that
are expected to be earned in the next 60 days pursuant to the MRP.
(4) Includes 14,572 shares held by the MRP, with respect to which Mr. Sims
has sole voting power as Trustee.
The following table sets forth certain information with respect to the
number of common shares of LFC beneficially owned by each director of LFC and by
all directors and executive officers of LFC as a group as of November 30, 1999:
Amount and nature of beneficial ownership
------------------------------------------
Sole voting and Shared voting and Percent of
Name and Address (1) investment power investment power shares outstanding
- - -------------------- ---------------- ---------------- ------------------
John I. Andrix 22,823 (2) - 4.7%
Rodney A. Bell 1,799 (2) 20,224 4.6
John J. Bodle 22,730 (3) 6,706 6.0
Donovan D. Forrest 3,482, (4) - 0.7
Edward D. Goodyear 12,466 (2) 12,482 5.2
Shirley C. Hansgen 4,417 (2) 460 1.0
Kennison A. Sims 36,096 (2)(5) 6,775 8.9
All directors and executive officers
as a group (10 persons) 107,669 (6) 49,534 31.6
- - ------------------------
(1) Each of the persons listed on this table may be contacted at the
address of LFC.
(2) Includes 1,587 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan and 212 shares that
are expected to be earned in the next 60 days pursuant to the MRP.
(3) Includes 7,935 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan and 1,058 shares that
are expected to be earned in the next 60 days pursuant to the MRP.
(4) Includes 1,058 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan.
(5) Includes 14,572 shares held by the MRP, with respect to which Mr. Sims
has sole voting power as Trustee.
(6) Includes 18,728 shares that may be acquired upon the exercise of
options awarded pursuant to the Stock Option Plan and 2,518 shares
which are expected to be earned in the next 60 days pursuant to the
MRP.
-3-
6
ELECTION OF DIRECTORS
The Regulations provide for a Board of Directors consisting of seven
persons divided into two classes. In accordance with Section 2.02 of the
Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of LFC by the later of the
December 1st immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of common shares
of LFC owned either beneficially or of record by each such nominee and the
length of time such shares have been so owned.
The Board of Directors proposes the re-election of the following
persons to serve until the Annual Meeting of Shareholders in 2002 and until
their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
Director of
Name Age (1) Positions Held LFC Since (2)
- - ---- ------- -------------- -------------
John I. Andrix 52 Director 1995
Rodney A. Bell 80 Director 1995
John J. Bodle 52 Director and President 1995
Shirley C. Hansgen 48 Director 1997
- - ---------------------
(1) As of December 10, 1999.
(2) With the exception of Ms. Hansgen, each director became a director in
1995 at the time of the formation of LFC in connection with the
Conversion. Ms. Hansgen was appointed by the Board of Directors in 1997
to fill a vacancy created by the death of George O. Matthewson.
If any nominee is unable to stand for election, any proxies granting authority
to vote for such nominee will be voted for such substitute as the Board of
Directors recommends.
-4-
7
The following directors will continue to serve as directors of LFC
after the Annual Meeting for the terms indicated:
Director of
Name Age (1) Position(s) Held LFC since (2) Term Expires
- - ---- ------- ---------------- ------------- ------------
Donovan D. Forrest 50 Director 1997 2001
Edward D. Goodyear 52 Director 1995 2001
Kennison A. Sims 47 Director 1996 2001
- - ---------------------
(1) As of December 10, 1999.
(2) Mr. Forrest was appointed in September 1997 by the Board of Directors
to fill a vacancy created in 1997 by the resignation of Donald E.
Forrest. Mr. Goodyear became a director in 1995, at the time of the
formation of LFC in connection with the conversion of Citizens from
mutual to stock form (the "Conversion"). Mr. Sims was appointed in May
1996 by the Board of Directors to fill a vacancy on the Board of
Directors created in 1996 by the resignation of Mary Goodyear.
MR. JOHN I. ANDRIX. Mr. Andrix has been the President and owner of
Andrix & Company, a general insurance agency located in Madison County, Ohio,
since 1974.
MR. RODNEY A. BELL. From 1958 to 1986, Mr. Bell owned and operated
Rod-Bell Ford, an automobile dealership in London, Ohio, which was sold to
Buckeye Ford in 1986. Since 1986, Mr. Bell has been a salesman at Buckeye Ford.
MR. JOHN J. BODLE. Mr. Bodle has been the President of LFC since 1995
and the President of Citizens since 1991. Mr. Bodle has been an employee of
Citizens since 1986.
MS. SHIRLEY C. HANSGEN. Ms. Hansgen is an attorney at law and has been
practicing in Madison County, Ohio for the past 19 years.
MR. DONOVAN D. FORREST. For the past 19 years, Mr. Forrest has been the
President of Forrest Trucking Company, West Jefferson and London, Ohio.
MR. EDWARD D. GOODYEAR. Mr. Goodyear is the Treasurer of The Dispatch
Printing Company, publisher of The Columbus Dispatch newspaper.
MR. KENNISON A. SIMS. Mr. Sims has been the owner-operator of The Sims
Construction Company, London, Ohio, since 1976.
MEETINGS OF DIRECTORS
The Board of Directors of LFC met seven times for regularly scheduled
and special meetings during the fiscal year ended September 30, 1999. Each
director of LFC is also a director of Citizens. The Board of Directors of
Citizens met 12 times for regularly scheduled and special meetings during the
fiscal year ended September 30, 1999.
-5-
8
COMMITTEES OF DIRECTORS
The Board of Directors of LFC has an MRP Committee and a Stock Option
Plan Committee, but no separate nominating or compensation committees.
The members of the MRP Committee are Messrs. Andrix, Goodyear and Sims.
The MRP Committee administers the MRP and determines the number of shares to be
awarded to officers and employees of LFC and Citizens pursuant to the MRP. The
MRP Committee met once during the fiscal year ended September 30, 1999.
The members of the Stock Option Plan Committee are Messrs. Andrix,
Goodyear and Sims. The Stock Option Plan Committee administers the Stock Option
Plan and determines the number of shares to be covered by options granted to the
officers and employees of LFC and Citizens pursuant to the Stock Option Plan.
The Stock Option Plan Committee met once during the fiscal year ended September
30, 1999.
The Board of Directors of Citizens has an Audit Committee, an Executive
Committee and a Classification and Fixed Asset Committee, but no separate
nominating or compensation committees.
The members of the Audit Committee are Messrs. Bell, Goodyear and Sims
and Ms. Hansgen. The Audit Committee is responsible for auditing teller boxes,
reviewing and reporting to the full Board of Directors on the independent audit
of LFC and reviewing loan files for regulatory compliance and adherence to the
lending policies of Citizens. The Audit Committee met six times during the
fiscal year ended September 30, 1999.
The members of the Executive Committee are Messrs. Andrix, Goodyear and
Sims. The Executive Committee has the authority to approve individual loans in
amounts less than $150,000, sets compensation for the executive officers of
Citizens, subject to approval by the full Board of Directors, and is authorized
to act on behalf of the Board of Directors between regular meetings of the Board
of Directors. The Executive Committee met 12 times during the fiscal year ended
September 30, 1999.
The members of the Classification and Fixed Asset Committee are Messrs.
Andrix, Bell, Bodle and Forrest. The function of the Classification and Fixed
Asset Committee is to review delinquent loans, non-performing assets and real
estate acquired through foreclosure proceedings and to report and recommend
action to the full Board of Directors with regard thereto. The Classification
and Fixed Asset Committee met four times during the fiscal year ended September
30, 1999.
-6-
9
EXECUTIVE OFFICERS
In addition to Mr. Bodle, the President of both LFC and Citizens, the
following persons are executive officers of LFC or Citizens and hold the
designated positions:
Name Age (1) Position(s) Held
- - ---- ------- ----------------
Steven C. Adams 42 Executive Vice President of Citizens
Joyce E. Bauerle 47 Vice President and Treasurer of
Citizens and Treasurer of LFC
Rebecca A. Lohr 42 Secretary of LFC and Citizens
- - --------------------
(1) As of December 10, 1999.
MR. STEVEN C. ADAMS was appointed Executive Vice President of Citizens
in May 1998. Prior to joining Citizens, Mr. Adams was a Vice President and the
City Manager of Huntington National Bank ("Huntington") in London, Ohio from
1995 to 1998, and an Assistant Vice President and commercial lender at
Huntington from 1987 to 1995.
MS. JOYCE E. BAUERLE. Ms. Bauerle has served as a Vice President of
Citizens since January 1996, as the Treasurer of Citizens since 1981 and as
Treasurer of LFC since the incorporation of LFC in October 1995.
MS. REBECCA A. LOHR. Ms. Lohr has served as the Secretary of Citizens
for the past eight years and as the Secretary of LFC since October 1995.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
No executive officer of LFC or Citizens received compensation in excess
of $100,000 during the fiscal year ended September 30, 1999. The following table
sets forth the compensation paid to John J. Bodle, the President of LFC and
Citizens, for the fiscal years ended September 30, 1999, 1998 and 1997:
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------
Annual compensation Long term compensation All other
compensation (1)
- - ----------------------------------------------------------------------------------------------------------------------
Awards
- - ----------------------------------------------------------------------------------------------------------------------
Name and principal Fiscal Restricted Securities underlying
position Year Salary ($) Bonus ($) stock awards ($) options/SARs (#)
- - ----------------------------------------------------------------------------------------------------------------------
John J. Bodle 1999 $75,000 $ - $ - - $ 8,050
President 1998 68,250 - - - 7,300
1997 59,500 11,500 79,350 (2) 13,225 (3) 14,414 (4)
- - ----------------------------------------------------------------------------------------------------------------------
(1) Does not include amounts attributable to miscellaneous benefits
received by Mr. Bodle, the cost of which was less than 10% of his
annual salary and bonus.
-7-
10
(2) On January 30, 1997, Mr. Bodle was awarded 5,290 common shares pursuant
to the MRP. Mr. Bodle paid no consideration for such shares. Such
shares will become earned and nonforfeitable at the rate of one-fifth
per year on the anniversary of the date of the award, beginning on
January 30, 1997, assuming continued employment with or service on the
Board of Directors of Citizens. The market price of LFC's shares on
January 30, 1997, determined by reference to the closing bid for LFC's
shares on the Nasdaq SmallCap Market on such date, was $15.00 per
share. The aggregate market value of the shares awarded to Mr. Bodle
under the MRP, as of such date, was $79,350. As of September 30, 1999,
the shares which have been awarded to Mr. Bodle under the MRP had an
aggregate market value of approximately $58,851 based on the $11.125
closing price for LFC shares on the OTC Bulletin Board. Dividends and
other distributions paid on such shares and earnings on such dividends
and distributions will be distributed to Mr. Bodle according to the
vesting schedule.
(3) Represents the number of common shares of LFC underlying options
granted to Mr. Bodle pursuant to the Stock Option Plan.
(4) Includes $7,514 allocated to Mr. Bodle under Citizens' Simplified
Employee Pension Plan, which was suspended in 1997.
STOCK OPTION PLAN
The shareholders of LFC adopted the Stock Option Plan at the 1997
Annual Meeting of Shareholders. Pursuant to the Stock Option Plan, 52,900 shares
were reserved for issuance by LFC upon exercise of options to be granted to
certain directors, officers and employees of LFC and Citizens from time to time
under the Stock Option Plan. Options to purchase 38,095 common shares of LFC
have been granted pursuant to the Stock Option Plan.
The Stock Option Committee may grant options under the Stock Option
Plan at such times as it deems most beneficial to LFC and Citizens on the basis
of the individual participant's responsibility, tenure and future potential to
LFC and Citizens and in accordance with the regulations of the Office of Thrift
Supervision.
Options granted to officers and employees under the Stock Option Plan
may be "incentive stock options" ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"). Options granted
under the Stock Option Plan to directors who are not employees of LFC or
Citizens will not qualify under the Code and thus will not be incentive stock
options.
LFC will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, LFC will receive
payment of cash or, if acceptable to the Stock Option Committee, common shares
of LFC or outstanding awarded stock options.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Bodle at September 30, 1999:
-8-
11
Aggregated Option/SAR Exercises in Last Fiscal Year and 9/30/98 Option/SAR Values
----------------------------------------------------------------------------------------------
Number of Securities Value of Unexercisable
Underlying Unexercised "In The Money" Options/
Shares Acquired Value Options/SARs at 9/30/98(#) SARs at 9/30/98(#)(1)
Name on Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- - ---- -------------- ----------- ------------------------- -------------------------
John J. Bodle -0- N/A 5,290/7,935 N/A
- - -------------------
(1) On September 30, 1999, the fair market value of the unexercised options
granted pursuant to the Stock Option Plan did not exceed the $15.00
exercise price of the option.
MANAGEMENT RECOGNITION PLAN AND TRUST
The shareholders of LFC adopted the MRP at the 1997 Annual Meeting of
Shareholders. With funds contributed by Citizens, the MRP purchased 21,160
shares of LFC's common stock, 17,640 of which have been awarded.
The MRP is administered by the MRP Committee. Subject to express
provisions of the MRP, the MRP Committee determines which directors, executive
officers and employees of Citizens and LFC will be awarded shares and the number
of shares to be awarded.
Unless the MRP Committee specifies a longer period of time, one-fifth
of the MRP shares awarded to a recipient will become earned and nonforfeitable
on each of the first five anniversaries of the date of the awards. Until shares
awarded are earned by the participant, such shares will be forfeited in the
event that the participant ceases to be either a director, an officer or an
employee of LFC or Citizens. In the event of the death or disability of a
participant, however, the participant's shares will be deemed to be earned and
nonforfeitable upon such date.
Shares awarded pursuant to the MRP, along with any dividends, and other
distributions paid on such shares and earnings thereon, are distributed to
recipients as soon as practicable after such shares become earned. Recipients
are not permitted to transfer or direct the voting of shares awarded under the
RRP until they become earned.
EMPLOYEE STOCK OWNERSHIP PLAN
LFC has established the ESOP for the benefit of employees of LFC and
its subsidiaries, including Citizens, who are age 21 or older and who have
completed at least one year of service with LFC and its subsidiaries. The ESOP
provides an ownership interest in LFC to all eligible full-time employees of
LFC. The ESOP trust borrowed funds from the Company with which it acquired
42,320 of the common shares sold in the Conversion.
Contributions to the ESOP and shares released from the suspense account
are allocated among participants on the basis of compensation. Except for
participants who retire, become disabled or die during a plan year, all other
participants must have completed at least 1,000 hours of service in order to
receive an allocation. Benefits become fully vested after five years of service.
-9-
12
DIRECTOR COMPENSATION
LFC pays no director's fees. Each director of Citizens currently
receives a fee of $600 for each meeting of the Board of Directors attended. In
addition, each member of Citizens' Executive Committee, Audit Committee and
Classification and Fixed Asset Committee receives, respectively, $300, $300 and
$200 for each committee meeting attended.
EMPLOYMENT AGREEMENT
In April 1999, Citizens entered into an employment agreement with Mr.
Bodle (the "Employment Agreement"). Citizens has not entered into an employment
agreement with any other officer.
The Employment Agreement provides for a term of three years, a salary
of not less than $75,000 and performance review by the Board of Directors not
less often than annually. The Employment Agreement also provides for the
inclusion of Mr. Bodle in any formally established employee benefit, bonus,
pension and profit-sharing plans for which senior management personnel are
eligible.
The Employment Agreement is terminable by Citizens at any time. In the
event of termination by Citizens for "just cause," as defined in the Employment
Agreement, Mr. Bodle will have no right to receive any compensation or other
benefits for any period after such termination. In the event of termination by
Citizens other than for just cause, at the end of the term of the Employment
Agreement or in connection with a "change of control," as defined in the
Employment Agreement, Mr. Bodle will be entitled to a continuation of salary
payments for a period of time equal to the term of the Employment Agreement and
a continuation of benefits substantially equal to those being provided at the
date of termination of employment until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Bodle becomes employed
full-time by another employer.
The Employment Agreement also contains provisions with respect to the
occurrence of the following within one year of a "change of control": (1) the
termination of employment of Mr. Bodle for any reason other than just cause,
retirement or termination at the end of the term of the Employment Agreement and
(2) a constructive termination resulting from a change in the capacity or
circumstances in which Mr. Bodle is employed or from a material reduction in his
responsibilities, authority, compensation or other benefits provided under the
Employment Agreement without Mr. Bodle's written consent. In the event of any
such occurrence, Mr. Bodle will be entitled to receive an amount equal to three
times his average annual compensation for the three taxable years immediately
preceding the termination of employment, subject to certain limits. In addition,
Mr. Bodle will be entitled to continued coverage under all benefit plans until
the earliest of the end of the term of the Employment Agreement or the date on
which he is included in another employer's benefit plans as a full-time
employee. The maximum which Mr. Bodle may receive under such provisions,
however, is limited to an amount which will not result in the imposition of a
penalty tax pursuant to Section 280G(b)(3) of the Code. "Control," as defined in
the Employment Agreement, generally refers to the acquisition by any person or
entity of the ownership or power to vote 10% or more of the voting stock of
Citizens or LFC, the control of the election of a majority of the directors of
Citizens or LFC or the exercise of a controlling influence over the management
or policies of Citizens or LFC.
CERTAIN TRANSACTIONS
Citizens has followed a policy of granting consumer loans and loans
secured by the borrower's personal residence to officers, directors and
employees. All such loans to executive officers and directors are made in the
ordinary course of business, on the same terms and conditions as those of
comparable transactions prevailing at the time and in accordance with Citizens'
underwriting guidelines and do not involve more than the normal risk of
collectibility or present other unfavorable features.
-10-
13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1933 requires LFC's directors and
executive officers, and persons who own more than 10% of a registered class of
LFC's equity securities, to file with the Securities and Exchange Commission
(the "SEC") reports of ownership and reports of changes in ownership of common
stock and other equity securities of LFC. Officers, directors and greater than
10% shareholders are required by SEC regulation to furnish LFC with copies of
all Section 16(a) forms they file. Based upon a review of such reports, LFC must
disclose any failure to file such reports timely in proxy statements used in
connection with annual meetings of shareholders.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton as the auditors of
LFC for the current fiscal year and recommends that the shareholders ratify such
selection. Management expects that a representative of Grant Thornton will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in LFC's proxy
statement for the 2000 Annual Meeting of Shareholders should be sent to LFC by
certified mail and must be received by LFC not later than August 19, 2000. In
addition, if a shareholder intends to present a proposal at the 2000 Annual
Meeting without including the proposal in the proxy materials related to that
meeting, and if the proposal is not received by November 2, 2000, then the
proxies designated by the Board of Directors of LFC for the 2000 Annual Meeting
of Shareholders of LFC may vote in their discretion on any such proposal any
shares for which they have been appointed proxies without mention of such matter
in the proxy statement or on the proxy card for such meeting.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
London, Ohio John J. Bodle, President
December 17, 1999
-11-
14
REVOCABLE PROXY
LONDON FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF LONDON FINANCIAL CORPORATION
The undersigned shareholder of London Financial Corporation ("LFC")
hereby constitutes and appoints Donovan D. Forest and Edward D. Goodyear, or
either one of them, the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of LFC to be held at the office of The Citizens Bank of London, located at 2
East High Street, London, Ohio, on January 27, 2000, at 10:00 a.m., Eastern Time
(the "Annual Meeting"), all of the shares of LFC which the undersigned is
entitled to vote at the Annual Meeting, or at any adjournment thereof, on each
of the following proposals, all of which are described in the accompanying Proxy
Statement:
1. The election of four directors for terms expiring in 2002:
FOR all nominees listed [ ] WITHHOLD authority to [ ]
below (except as marked vote for all nominees
to the contrary below) listed below
John I. Andrix
Rodney A. Bell
John J. Bodle
Shirley C. Hansgen
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- - --------------------------------------------------------------------------------
2. The ratification of the selection of Grant Thornton LLP as the
auditors of London Financial Corporation for the current
fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, upon such other business as may properly
come before the Annual Meeting or any adjournments thereof.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
-1-
15
This Revocable Proxy will be voted as directed by the undersigned
member. IF NO DIRECTION IS GIVEN, THIS REVOCABLE PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of Annual Meeting of Shareholders of LFC and of the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy. Joint accounts
require only one signature. If you are signing this Proxy as an attorney,
administrator, agent, corporation, officer, executor, trustee or guardian, etc.,
please add your full title to your signature.
- - ------------------------------------ ----------------------------------------
Signature Signature
- - ------------------------------------ ----------------------------------------
Print or Type Name Print or Type Name
- - ------------------------------------ ----------------------------------------
Date Date
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF LFC. PLEASE DATE,
SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR
MAILING IN THE U.S.A.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN ALL CARDS
IN THE ACCOMPANYING ENVELOPE.
-2-