December 30, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Enterprise Federal Bancorp, Inc. which will be held at the Marriott Hotel,
11320 Chester Road, Sharonville, Ohio on Friday, January 30, 1998 at 10:00 a.m.,
Eastern Time. The matters to be considered by stockholders at the Annual Meeting
are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Enterprise Federal Bancorp, Inc.
are sincerely appreciated.
Sincerely,
Otto L. Keeton
Chairman of the Board, President and
Chief Executive Officer
ENTERPRISE FEDERAL BANCORP, INC.
7810 Tylersville Square Drive
West Chester, Ohio 45069
(513) 755-4600
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 30, 1998
-------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Enterprise Federal Bancorp, Inc. (the "Company") will be held at
the Marriott Hotel, 11320 Chester Road, Sharonville, Ohio on Friday, January 30,
1998 at 10:00 a.m., Eastern Time, for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
(1) To elect five directors for a one-year term and until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Grant
Thornton LLP as the Company's independent auditors for the fiscal year ending
September 30, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other
such business.
The Board of Directors has fixed December 9, 1997 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those stockholders of record
as of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
Otto L. Keeton
President and Chief Executive Officer
West Chester, Ohio
December 30, 1997
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- --------------------------------------------------------------------------------
ENTERPRISE FEDERAL BANCORP, INC.
-------------
PROXY STATEMENT
-------------
ANNUAL MEETING OF STOCKHOLDERS
January 30, 1998
This Proxy Statement is furnished to holders of common stock, $.01 par value
per share ("Common Stock"), of Enterprise Federal Bancorp, Inc. (the "Company"),
which acquired all of the stock of Enterprise Federal Savings Bank (the "Bank")
issued in connection with the Bank's conversion from mutual to stock form in
October 1994 (the "Conversion"). Proxies are being solicited on behalf of the
Board of Directors of the Company to be used at the Annual Meeting of
Stockholders ("Annual Meeting") to be held at the Marriott Hotel, 11320 Chester
Road, Sharonville, Ohio on Friday, January 30, 1998 at 10:00 a.m., Eastern Time,
and at any adjournment thereof for the purposes set forth in the Notice of
Annual Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about December 30, 1997.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein, for
ratification of the appointment of Grant Thornton LLP for fiscal 1998 and, upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(Edith P. Mayer, Secretary, Enterprise Federal Bancorp, Inc., 7810 Tylersville
Square Drive, West Chester, Ohio 45069); (ii) submitting a duly-executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on December 9, 1997
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 1,985,828 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting. Directors are elected by a plurality
of the votes cast with a quorum present. Abstentions are considered in
determining the presence of a quorum and will not affect the plurality vote
required for the election of directors. The affirmative vote of the holders of a
majority of
2
the total votes present in person or by proxy at the Annual Meeting is
required to ratify the appointment of the independent auditors. Because of
the required vote, abstentions will have the effect of a vote against this
proposal. Under rules of the New York Stock Exchange, the proposal for
ratification of the auditors is considered a "discretionary" item upon which
brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions and for which there will
not be "broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND EXECUTIVE OFFICERS
Election of Directors
The Amended and Restated Articles of Incorporation of the Company provide
that the Board of Directors of the Company shall be divided into two classes
if the Board consists of six, seven or eight members, or into three classes
if the Board consists of nine or more members. One class is to be elected
annually. The Board of Directors currently consists of five members,
therefore, all members shall be elected for a one year term and until their
successors are elected and qualified. Stockholders of the Company are not
permitted to cumulate their votes for the election of directors.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, and all nominees
currently serve as directors of the Company.
Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees for director listed below. If any
person named as nominee should be unable or unwilling to stand for election at
the time of the Annual Meeting, the proxies will nominate and vote for any
replacement nominee or nominees recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why any of the nominees listed
below may not be able to serve as a director if elected.
The following table presents information concerning the nominees for
director of the Company. The five persons who receive the greatest number of
votes of the holders of Common Stock represented in person or by proxy at the
Annual Meeting will be elected directors of the Company.
3
Nominees for Director for One Year Term Expiring in 1999
PRINCIPAL OCCUPATION DURING DIRECTOR
NAME AGE(1) THE PAST FIVE YEARS SINCE
- ----------------------------------------------- ----------- ----------------------------------------------- -----------
Otto L. Keeton 63 Chairman of the Board, 1970
President and Chief Executive
Officer of the Company and,
since 1984, of the Bank;
Between 1959 and 1984 served
the Bank in various capacities,
including Chief Loan Officer
and Chief Operating Officer.
Terrell G. Marty 58 Director; Owner of Terry G. 1983
Marty CLC & Associates, Inc.,
an insurance sales and
management firm located in
Cincinnati, Ohio.
Steven A. Wilson 52 Director; President and Chief 1987
Operating Officer of The Bases
Group (BBI Marketing
Services, Inc.), a marketing
firm located in Covington,
Kentucky.
Michael R. Meister 55 Director, Vice President and 1993
Chief Operating Officer of the
Company and, since 1969, of
the Bank; Between 1969 and
1994 served as Treasurer of
the Bank.
Edith P. Mayer 68 Director and Corporate 1979
Secretary; Presently retired.
- ------------------------
(1) As of September 30, 1997.
The Board of Directors recommends that you vote FOR election of the nominees
for director.
4
Stockholder Nominations
Article X.D of the Company's Amended and Restated Articles of Incorporation
governs nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who
has complied with the notice provisions in that section. In order for a
stockholder of the Company to make any such nominations, he or she shall give
notice thereof in writing, delivered or mailed by first class mail to the
Secretary of the Company not less than thirty days nor more than sixty days
prior to any such meeting; provided, however, that if less than forty days'
notice of the meeting is given to stockholders, such written notice shall be
delivered or mailed, as prescribed, to the Secretary of the Company not later
than the close of the tenth day following the day on which notice of the meeting
was mailed to stockholders. Each such notice given by a stockholder with respect
to nominations for the election of directors shall set forth (i) the name, age,
business address and, if known, residence address of each nominee, and (iii) the
number of shares of stock of the Company which are beneficially owned by each
such nominee. In addition, the stockholder making such nomination shall promptly
provide any other information reasonably requested by the Company.
Committees and Meetings of the Board of the Bank and Company
The Board of Directors of the Company meets on a quarterly basis and the
Board of Directors of the Bank meets on a monthly basis and may have additional
special meetings upon the request of the Chairman or a majority of the
Directors. During the fiscal year ended September 30, 1997, the Board of
Directors of the Company met four times and the Board of Directors of the Bank
met 12 times. No director attended fewer than 75% of the total number of Board
meetings or committee meetings on which he served that were held during this
period. The Board of Directors of the Company has not yet established any
committees. The Board of Directors of the Bank has established an Audit
Committee and an Executive Committee.
AUDIT COMMITTEE. The Audit Committee, which consists of the entire Board,
reviews the records and affairs of the Bank, engages the Bank's external
auditors and reviews their reports. The Audit Committee met once during fiscal
1997.
EXECUTIVE COMMITTEE. The Executive Committee is authorized to exercise all
the authority of the Board of Directors in the management of the Bank between
Board meetings except as otherwise provided in the Bank's Bylaws. The Executive
Committee, which consists of the President and any two outside directors, met 18
times in fiscal 1997.
5
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal occupations
during the last five years for the two executive officers of the Company and the
Bank who do not serve as directors.
Steven M. Pomeroy. Age 46. Mr. Pomeroy is Vice President of the Company. Mr.
Pomeroy has served the Bank as a Vice President and Loan Officer since 1987.
Thomas J. Noe. Age 37. Mr. Noe is Vice President, Chief Financial Officer
and Treasurer of the Company. Mr. Noe joined the Bank as Vice President, Chief
Financial Officer and Treasurer in January 1994. From March 1992 to January
1994, Mr. Noe served as Vice President, Chief Financial Officer and Treasurer
for Blue Ash Building and Loan Company located in Blue Ash, Ohio. From January
1983 to March 1992, Mr. Noe was a principal in the firm Kennedy, Kraft, Dreyer
and Noe, certified public accountants, located in Cincinnati, Ohio.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors of the Company, (iii) certain
executive officers of the Company, and (iv) all directors and executive officers
of the Company and the Bank as a group.
COMMON STOCK
BENEFICIALLY OWNED AS OF
--------------------------
DECEMBER 5, 1997(1)
--------------------------
NAME OF BENEFICIAL OWNER NO. %
- ----------------------------------------------------------------------------------------- --------------- ---------
Enterprise Federal Bancorp, Inc. 181,487(2) 9.13%
Employee Stock Ownership Plan Trust
7810 Tylersville Square Drive
West Chester, Ohio 45069
Directors:
Otto L. Keeton 93,145(2)(3) 4.61
Michael R. Meister 81,609(4) 4.05
Terrell G. Marty 52,845(2)(5) 2.65
Edith P. Mayer 13,304(6) .67
Steven A. Wilson 50,902(2)(7) 2.56
Executive Officers:
Thomas J. Noe 106,197(8) 5.30
Steven M. Pomeroy 35,396(9) 1.77
All directors and executive officers 433,398(2)(10) 20.64
of the Company and the Bank as a
group (7 persons)
(Footnotes on following page)
6
- ------------------------------
* Represents less than 1% of the outstanding Common Stock.
(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common Stock
if he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, an individual has
sole voting power and sole investment power with respect to the indicated
shares. Shares which may be acquired by the exercise of stock options which
are exercisable within 60 days of the Voting Record Date are deemed to be
beneficially owned by the holder and are outstanding for the purpose of
computing the percentages of Common Stock beneficially owned by the
respective individual and group.
(2) The Enterprise Federal Bancorp, Inc. Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Enterprise Federal Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the Company
and Otto Keeton, Terrell Marty and Steven Wilson, who act as trustees of the
ESOP ("Trustees"). As of the Voting Record Date, 85,518 shares held in the
Trust were unallocated, and 95,969 shares held in the Trust had been
allocated to the accounts of participating employees. Under the terms of the
ESOP, the Trustees must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees, and
allocated shares for which employees do not give instructions will be voted
in the same ratio on any matter as to those shares for which instructions
are given. Unallocated shares held in the ESOP will be voted by the ESOP
Trustees in accordance with their fiduciary duties as trustees. The amount
of Common Stock beneficially owned by each individual trustee or all
directors and executive officers as a group does not include the shares held
by the Trust.
(3) Includes 30,860 shares held jointly with Mr. Keeton's wife, 2,496 shares
held individually by Mr. Keeton's wife, 13,350 shares held in the
individual's account in the ESOP, and 34,028 shares which may be acquired
upon the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(4) Includes 11,538 shares held jointly with Mr. Meister's wife, 11,538 shares
held individually by Mr. Meister's wife, 12,152 shares held in the
individual's account in the ESOP, and 27,223 shares which may be acquired
upon the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(Footnotes continued on following page)
7
(5) Includes 11,538 shares held jointly with Mr. Marty's wife, 11,538 shares
held by Mr. Marty's children, 7,895 shares held by Mr. Marty as trustee for
his retirement plan, and 6,126 shares which may be acquired upon the
exercise of stock options exercisable within sixty (60) days of the Voting
Record Date.
(6) Includes 1,100 shares held by Mrs. Mayer as trustee for her retirement plan,
308 shares held jointly with Mrs. Mayer's daughter, 1,891 shares held
individually by Mrs. Mayer's husband, and 6,126 shares which may be acquired
upon the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date.
(7) Includes 11,670 shares held individually by Mr. Wilson's wife, 6,675 shares
held by Mr. Wilson as trustee for his retirement plan and 6,126 shares which
may be acquired upon the exercise of stock options exercisable within sixty
(60) days of the Voting Record Date.
(8) Includes 71,406 shares held jointly with Mr. Noe's wife, 5,941 shares held
in Mr. Noe's individual retirement account ("IRA"), 1,895 shares held in an
IRA for Mr. Noe's wife, 280 shares held by Mr. Noe's children, 9,660 shares
held in the individual's account in the ESOP, and 17,015 shares which may be
acquired upon the exercise of stock options exercisable within sixty (60)
days of the Voting Record Date.
(9) Includes 2,310 shares held jointly with Mr. Pomeroy's wife, 2,399 shares
held in an IRA for Mr. Pomeroy's wife, 300 shares held by Mr. Pomeroy's
children, 7,580 shares held in the individual's account in the ESOP, and
17,015 shares which may be acquired upon the exercise of stock options
exercisable within sixty (60) days of the Voting Record Date.
(10) Includes 113,659 shares which may be acquired by directors and executive
officers as a group upon the exercise of stock options exercisable within
sixty (60) days of the Voting Record Date and 42,742 shares allocated to the
accounts of executive officers as a group in the ESOP.
8
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information concerning
the compensation paid by the Bank for services rendered in all capacities during
the indicated periods to the President and Chief Executive Officer of the Bank
and other executive officers of the Bank whose total compensation during the
last fiscal year exceeded $100,000.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------- ------------------------------
OTHER
NAME AND ANNUAL STOCK NUMBER OF
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(1) GRANTS(2) OPTIONS(3)
- --------------------------------- --------- ---------- --------- ------------------- ------------- ---------------
Otto L. Keeton President and 1997 $ 177,000 $ 60,800 $ -- $ -- --
Chief Executive Officer 1996 172,200 93,000 -- -- --
1995 162,200 56,000 -- 277,891 56,714
Michael R. Meister Vice President 1997 134,100 44,000 -- -- --
and Chief Operating Officer 1996 130,400 77,000 -- -- --
1995 119,958 38,000 -- 222,325 45,372
Thomas J. Noe Vice President, 1997 92,300 36,000 -- -- --
Chief Financial Officer and 1996 88,100 68,000 -- -- --
Treasurer 1995 80,501 28,273 138,964 28,358
Steven M. Pomeroy Vice President 1997 67,000 26,200 -- -- --
and Loan Officer 1996 64,700 25,000 -- -- --
1995 61,600 23,700 -- 138,964 28,358
ALL
NAME AND OTHER
PRINCIPAL POSITION COMPENSATION(4)
- --------------------------------- ----------------
Otto L. Keeton President and $103,026
Chief Executive Officer 88,451
30,000
Michael R. Meister Vice President 74,583
and Chief Operating Officer 88,451
30,000
Thomas J. Noe Vice President, 61,217
Chief Financial Officer and 69,297
Treasurer 23,735
Steven M. Pomeroy Vice President 44,445
and Loan Officer 56,408
18,712
- ------------------------
(1) Does not include amounts attributable to miscellaneous benefits received by
the named executive officers. Includes directors fees where applicable. In
the opinion of management of the Bank, the costs to the Bank of providing
such benefits to the named executive officers during the year ended
September 30, 1997 did not exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus reported for the individual.
(2) Represents the grant of Common Stock pursuant to the Company's Recognition
and Retention Plan and Trust, which were deemed to have had the indicated
value at the date of grant and which had a fair market value of $538,769,
$431,039, $269,420 and $269,420 for Messrs. Keeton, Meister, Noe and
Pomeroy, respectively, at September 30, 1997. The awards vest at the rate of
20% a year over a five year period commencing on the first anniversary of
the date of grant.
(Footnotes continued on following page)
9
- ----------
(3) Consists of awards granted pursuant to the Company's 1994 Stock Option Plan
which options vest and are exercisable at the rate of 20% a year over a five
year period commencing on the first anniversary of the date of grant.
(4) Consists of amounts allocated during the respective periods pursuant to the
ESOP based on the market price per share on the date of allocation.
Stock Options
No options were granted to the named executive officers during the year
ended September 30, 1997.
The following table discloses the options exercised for the year ended
September 30, 1997, and held at year-end, by the Chief Executive Officer and the
named executive officers:
SEPTEMBER 30,
1997(1)
SEPTEMBER 30, 1997 ------------------
------------------------------------ VALUE OF OPTIONS
NUMBER OF OPTIONS AT AT
NAME SHARES ACQUIRED ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
- --------- ------------------------------- ------------------- --------------------- ------------- ------------------
Otto L.
Keeton.. -- -- 22,686 34,028 $ 328,947
Michael
R.
Meister.. -- -- 18,149 27,223 263,161
Thomas J.
Noe.... -- -- 11,343 17,015 164,474
Steven M.
Pomeroy.. -- -- 11,343 17,015 164,474
NAME UNEXERCISABLE
- --------- -------------
Otto L.
Keeton.. $ 493,406
Michael
R.
Meister.. 394,734
Thomas J.
Noe.... 246,718
Steven M.
Pomeroy.. 246,718
- ------------------------
(1) Based on a per share market price of $23.75 at September 30, 1997.
Director's Compensation
Directors of the Company receive no compensation. During fiscal 1997,
members of the Board of Directors of the Bank received $1,800 per month for
serving on the Board of Directors and any of its committees and the Corporate
Secretary (who is also a director) received an additional $100 per month for
performing secretarial services.
Employment Agreements
The Company and the Bank (collectively the "Employers") have entered into
employment agreements with each of Messrs. Keeton, Meister, Noe and Pomeroy. The
Employers have agreed to employ such individuals for a term of three years in
their current respective positions. The term of each employment agreement shall
be extended each year.
10
The employment agreements are terminable with or without cause by the
Employers. The officer shall have no right to compensation or other benefits
pursuant to the employment agreement for any period after voluntary termination
or termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that the officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreement or (ii) the employment agreement is
terminated by the Employers other than for cause, disability, retirement or
death or by the officer as a result of certain adverse actions which are taken
with respect to the officer's employment following a Change in Control of the
Company, as defined, each officer will be entitled to a cash severance amount
equal to 2.99 times his base salary.
A Change in Control is generally defined in the employment agreement to
include (i) the acquisition by any person of 25% or more of the Company's
outstanding voting securities and (ii) a change in a majority of the directors
of the Company during any two-year period without the approval of at least two-
thirds of the persons who were directors of the Company at the beginning of such
period.
Each employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment
are deemed to constitute "excess parachute payments" within the meaning of
Section 280G of the Code, then such payments and benefits received thereunder
shall be reduced, in the manner determined by the employee, by the amount, if
any, which is the minimum necessary to result in no portion of the payments
and benefits being non-deductible by the Employers for federal income tax
purposes. Excess parachute payments generally are payments in excess of three
times the base amount, which is defined to mean the recipient's average
annual compensation from the employer includable in the recipient's gross
income during the most recent five taxable years ending before the date on
which a change in control of the employer occurred. Recipients of excess
parachute payments are subject to a 20% excise tax on the amount by which
such payments exceed the base amount, in addition to regular income taxes,
and payments in excess of the base amount are not deductible by the employer
as compensation expense for federal income tax purposes.
Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti-takeover effect.
Transactions With Certain Related Persons
All loans or extensions of credit to executive officers and directors must
be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with the
general public and must not involve more than the normal risk of repayment or
present other unfavorable features. All of the Bank's loans to its directors and
executive officers were originally made in the ordinary course of business at
substantially the same terms, including interest rates and collateral, as those
11
prevailing at the time of the loans for comparable transactions with other
persons and did not involve more than the normal risk of collectability or other
unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Grant Thornton LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending September 30, 1998, and further
directed that the selection of auditors be submitted for ratification by the
stockholders at the Annual Meeting.
The Company has been advised by Grant Thornton LLP that neither the firm nor
any of its associates has any relationship with the Company or its subsidiaries
other than the usual relationship that exists between independent certified
public accountants and clients. Grant Thornton LLP will have one or more
representatives at the Annual Meeting who will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Grant Thornton LLP as independent auditors for the fiscal year
ending September 30, 1998.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in January 1999, must be received at
the principal executive offices of the Company, 7810 Tylersville Square Drive,
West Chester, Ohio, 45069, Attention: Edith P. Mayer, Secretary, no later than
September 2, 1998. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
September 30, 1997 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 1997 required to be filed with the Securities and Exchange Commission
under the 1934 Act. Such written request should be directed to Edith P. Mayer,
Secretary, Enterprise Federal Bancorp, Inc., 7810 Tylersville Square Drive, West
Chester, Ohio 45069. The Form 10-K is not part of the proxy solicitation
materials.
12
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matter should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgement of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.