<PAGE>   1
                            FFD FINANCIAL CORPORATION
                            321 NORTH WOOSTER AVENUE
                                DOVER, OHIO 44622
                                                      (330) 364-7777

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that the 1998 Annual Meeting of Shareholders of
FFD Financial Corporation ("FFD") will be held at the McDonald/Marlite
Conference Center, 143 McDonald Drive SW, New Philadelphia, Ohio 44663, on
October 13, 1998 at 1:00 p.m., local time (the "Annual Meeting"), for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:

                  1.       To elect four directors of FFD for terms expiring in
                           2000;

                  2.       To ratify the selection of Grant Thornton LLP as the
                           auditors of FFD 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 FFD of record at the close of business on August
31, 1998, 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. 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





Dover, Ohio                              Robert R. Gerber, President
September 16, 1998


<PAGE>   2


                            FFD FINANCIAL CORPORATION
                            321 NORTH WOOSTER AVENUE
                                DOVER, OHIO 44622
                                 (330) 364-7777

                                 PROXY STATEMENT

                                     PROXIES

         The enclosed Proxy is being solicited by the Board of Directors of FFD
Financial Corporation ("FFD") for use at the 1998 Annual Meeting of Shareholders
of FFD to be held at the McDonald/Marlite Conference Center, 143 McDonald Drive
SW, New Philadelphia, Ohio 44663, on October 13, 1998, at 1:00 p.m., local time,
and at any adjournments thereof (the "Annual Meeting"). Without affecting any
vote previously taken, the Proxy may be revoked by a shareholder executing a
later dated proxy which is received by FFD before the Proxy is exercised or by
giving notice of revocation to FFD 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 reelection of Stephen G. Clinton, Robert R. Gerber,
                  Richard J. Herzig and Enos L. Loader as directors of FFD for
                  terms expiring in 2000; and

                  FOR the ratification of the selection of Grant Thornton LLP
                  ("Grant Thornton") as the auditors of FFD for the current
                  fiscal year.

         Proxies may be solicited by the directors, officers and other employees
of FFD and First Federal Savings Bank of Dover ("First Federal"), 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 FFD.

         Only shareholders of record as of the close of business on August 31,
1998 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
FFD's records disclose that, as of the Voting Record Date, there were 1,445,350
votes entitled to be cast at the Annual Meeting.

         This Proxy Statement is first being mailed to shareholders of FFD on or
about September 18, 1998.


                                  VOTE REQUIRED

ELECTION OF DIRECTORS

         Under Ohio law and FFD'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 on the Proxy. If the accompanying 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 reelection of the four nominees.

                                      -1-
<PAGE>   3

RATIFICATION OF SELECTION OF AUDITORS

         The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of FFD for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the accompanying 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
ratification of the selection of Grant Thornton as auditors.


              VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth certain information with respect to the
only person known to FFD to own beneficially more than five percent of the
outstanding common shares of FFD as of August 31, 1998:

<TABLE>
<CAPTION>

                                                    Amount and nature of                         Percent of
Name and address                                    beneficial ownership                     shares outstanding
----------------                                    --------------------                     ------------------
<S>                                                 <C>                                      <C>
FFD Financial Corporation                                142,941(1)                                 9.89%
   Employee Stock Ownership Plan
1201 Broadway
Quincy, Illinois 62301

<FN>
---------------------------

  (1)    Includes 98,862 unallocated shares with respect to which First Bankers
         Trust Company, N.A. (the "ESOP Trustee"), as the Trustee for the FFD
         Financial Corporation Employee Stock Ownership Plan (the "ESOP"), has
         sole voting power. The ESOP Trustee has sole investment power over all
         142,941 shares.
</TABLE>

         The following table sets forth certain information with respect to the
number of common shares of FFD beneficially owned by each director of FFD and by
all directors and executive officers of FFD as a group as of August 31, 1998:

<TABLE>
<CAPTION>
                                              Amount and nature of beneficial ownership
                                              -----------------------------------------
                                              Sole voting and         Shared voting and               Percent of
Name and address (1)                       investment power (2)        investment power           shares outstanding
--------------------                       --------------------        ----------------           ------------------

<S>                                                <C>                     <C>                            <C>  
Stephen G. Clinton                                 6,892 (3)               46,234 (4)                     3.67%
Robert R. Gerber                                  15,798 (5)               53,349 (4)(6)                  4.75
J. Richard Gray                                    4,742 (3)               20,000                         1.71
Richard J. Herzig                                  4,742 (3)               12,500                         1.19
Enos L. Loader                                         -                    1,000                         0.07
Roy O. Mitchell, Jr.                              17,242 (3)                2,000                         1.33
Robert D. Sensel                                  14,742 (3)               10,000                         1.66
All directors and executive
  officers of FFD as a group
  (9 people)                                      70,316 (7)              103,662 (8)                    11.47%

<FN>
-----------------------------

(1)      Each of the persons listed on this table may be contacted at the address of FFD.
</TABLE>

(Footnotes continued on next page)

                                      -2-
<PAGE>   4


(2)      The number of shares held with sole voting and investment power does
         not reflect a number of shares, yet to be determined, recently
         purchased by the First Federal Savings Bank of Dover Recognition and
         Retention Plan Trust (the "RRP") using cash distributions paid on
         shares awarded to participants in the RRP but not yet earned.

(3)      This number includes 3,578 shares that may be acquired upon the
         exercise of options awarded pursuant to the FFD Financial Corporation
         1997 Stock Option and Incentive Plan (the "Stock Option Plan") and 582
         shares which are expected to be earned in the next 60 days pursuant to
         the RRP.

(4)      This number includes 44,384 shares held by the RRP Trust with regard to
         which Messrs. Clinton and Gerber have shared voting power as Trustees
         of the RRP.

(5)      This number includes 10,470 shares that may be acquired upon the
         exercise of an option awarded pursuant to the Stock Option Plan and
         1,164 shares which are expected to be earned in the next 60 days
         pursuant to the RRP.

(6)      This number include 3,965 shares allocated to Mr. Gerber's ESOP
         account, with respect to which Mr. Gerber has voting power.

(7)      This number includes 32,604 shares that may be acquired upon the
         exercise of options awarded pursuant to the Stock Option Plan and 4,481
         shares that are expected to be earned in the next 60 days pursuant to
         the RRP.

(8)      The 44,384 shares held by the RRP Trust (including the shares held by
         the RRP Trust but expected to be earned and distributed in the next 60
         days, which are also included in the numbers of shares held with sole
         voting and investment power) are reflected in each Trustee's amount but
         counted only once in the amount beneficially owned by all directors and
         executive officers of FFD as a group. This number includes 6,928 shares
         allocated to the ESOP accounts of executive officers, with respect to
         which such executive officers have voting power.


                               BOARD OF DIRECTORS

ELECTION OF DIRECTORS

         FFD's Regulations provide for a Board of Directors consisting of seven
persons divided into two classes. In accordance with Section 2.03 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 FFD by the later of the
July 31st 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 FFD owned either beneficially or of record by each such nominee and the
length of time such shares have been so owned.

         Each of the directors of FFD is also a director of First Federal.
Messrs. Clinton, Gerber, Gray, Herzig, Mitchell and Sensel became directors of
FFD in connection with the conversion of FFD from mutual to stock form (the
"Conversion") and the formation of FFD as the holding company for First Federal.
Mr. Loader was appointed to the boards of FFD and First Federal effective June
1, 1998, to fill vacancies created when the size of the boards was changed from
six to seven members.


                                      -3-
<PAGE>   5


         The Board of Directors proposes the reelection of the following persons
to serve as directors of FFD until the annual meeting of shareholders in 2000
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>
Name                                     Age (1)         Position(s) held             Director of FFD since
----                                     -------         ----------------             ---------------------
<S>                                     <C>             <C>                          <C>
Stephen G. Clinton                         45            Director                              1995
Robert R. Gerber                           49            Director and President                1995
Richard J. Herzig                          73            Director                              1995
Enos L. Loader                             61            Director                              1998

<FN>
-----------------------------

(1)      As of August 31, 1998.
</TABLE>

         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.

         The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Name                                    Age (1)       Position(s) held            Director of FFD since     Term expires
----                                    -------       ----------------            ---------------------     ------------
<S>                                     <C>           <C>                          <C>                     <C>
J. Richard Gray                            71         Director                            1995                  1999
Roy O. Mitchell, Jr.                       71         Director                            1995                  1999
Robert D. Sensel                           53         Director                            1995                  1999

<FN>
-----------------------------

(1)      As of August 31, 1998.

</TABLE>

         STEPHEN G. CLINTON is a Vice President with Tucker Anthony
Incorporated, an investment banking firm headquartered in Boston, Massachusetts,
providing assistance to financial institutions in their implementation of
capital strategies. Prior to joining Tucker Anthony in 1997, Mr. Clinton was for
seven years the President of National Capital Companies, LLC, an investment
banking firm.

         ROBERT R. GERBER has served as President of First Federal since 1992.
From 1984 to 1992, Mr. Gerber was a loan officer and the Secretary of First
Federal.

         RICHARD J. HERZIG is the Chairman and retired President of
Toland-Herzig Funeral Homes, Inc., located in Dover, Ohio.

         ENOS L. LOADER was employed by Bank One Dover N.A. for 38 years,
retiring in 1998 as Executive Vice President and Chief Operating Officer. He
currently provides business financial consulting to several firms.

         J. RICHARD GRAY has been employed by Hanhart Agency, Inc., an insurance
agency in Dover, since 1951. Mr. Gray has served as that company's Chairman for
the past three years.

         ROY O. MITCHELL, JR. served as Managing Officer of First Federal from
1967 until his retirement from First Federal in 1992.

                                      -4-
<PAGE>   6


         ROBERT D. SENSEL has been President and Chief Executive Officer of
Dover Hydraulics, Inc., Dover, Ohio, since 1984. Dover Hydraulics is involved in
the manufacture, repair and distribution of hydraulic cylinders and components
for the steel, construction and mining industries.

MEETINGS OF DIRECTORS

         The Board of Directors of FFD met 13 times for regularly scheduled and
special meetings during the fiscal year ended June 30, 1998.

         Each director of FFD is also a director of First Federal. The Board of
Directors of First Federal met 13 times for regularly scheduled and special
meetings during the fiscal year ended June 30, 1998.

COMMITTEES OF DIRECTORS

         The Board of Directors of FFD has an Audit Committee, an ESOP Committee
and a Stock Option Committee. The full Board of Directors serves as a nominating
committee.

         The Audit Committee is responsible for selecting and recommending to
the Board of Directors a firm to serve as auditors for FFD and reviewing the
report prepared by the auditors. The full Board of Directors served as the Audit
Committee during fiscal year 1998 and met once during the fiscal year ended June
30, 1998.

         The ESOP Committee is responsible for administering the ESOP. The ESOP
Committee consists of all of the directors of FFD. The ESOP Committee met once
during the 1998 fiscal year.

         The Stock Option Committee is responsible for administering the Stock
Option Plan, including interpreting the Stock Option Plan and granting options
pursuant to its terms. The members of the Stock Option Committee are Messrs.
Gray, Herzig, Mitchell and Sensel. The Stock Option Committee met twice during
the fiscal year ended June 30, 1998.

         The Board of Directors of First Federal has an Executive Committee and
an RRP Committee.

         The Executive Committee functions primarily as a loan approval
committee, although it is authorized to act on other matters. The members of the
Executive Committee are Messrs. Gerber, Gray and Herzig. The Executive Committee
met 48 times during the fiscal year ended June 30, 1998.

         The RRP Committee administers the RRP and recommends awards thereunder,
subject to the approval of the full Board of Directors. The members of the RRP
Committee are Messrs. Gray, Herzig, Mitchell and Sensel. The RRP Committee met
once during the fiscal year ended June 30, 1998.

                                      -5-

<PAGE>   7

                               EXECUTIVE OFFICERS

         In addition to Mr. Gerber, who is the President of both FFD and First
Federal, the following persons are executive officers of FFD and First Federal
and hold the designated positions:

<TABLE>
<CAPTION>
Name                         Age(1)      Position(s) held
----                         ------      ----------------
<S>                          <C>         <C>
Charles A. Bradley              37       Treasurer of FFD and Vice President, Treasurer and Chief
                                         Financial Officer of First Federal

Shirley A. Wallick              53       Secretary of FFD and First Federal
<FN>
-----------------------------

(1)      As of August 31, 1998.
</TABLE>

         CHARLES A. BRADLEY is the Vice President, the Treasurer and the Chief
Financial Officer of First Federal and the Treasurer of FFD. Prior to joining
FFD and First Federal in 1997, Mr. Bradley served as the Chief Financial Officer
of the Bank One branches located in Dover, Coshocton and Cambridge, Ohio, from
1995 to February, 1997, and as Vice President/Finance and Manager of Operations
at the Bank One branch in Dover, Ohio, from 1992 to 1995.

         SHIRLEY A. WALLICK is the Secretary of First Federal and FFD. She is
responsible for teller operations, bookkeeping and on-line coordination of First
Federal's data processing system. She has been an employee of First Federal
since December 1982.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid to Robert R.
Gerber, who is the President of FFD and First Federal, for the fiscal years
ended June 30, 1998, 1997 and 1996. No other executive officer of FFD or First
Federal earned salary and bonus in excess of $100,000 during such periods.

<TABLE>
<CAPTION>
                           Summary Compensation Table

                                ------------------------------------------------------------------------------------------------
                                                                                                                All Other
                                    Annual Compensation(1)               Long term Compensation               Compensation
-----------------------------------------------------------------------------------------------------------
Name and                Year       Salary ($)      Bonus ($)                     Awards
Principal                                                     ---------------------------------------------
Position                                                       Restricted Stock    Securities Underlying
                                                                  Awards ($)         Options/SARs (#)
--------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>           <C>          <C>                <C>                         <C>           
Robert R. Gerber        1998          $87,500        $5,400               -                  -                         -
President               1997          $84,000        $8,000         $64,020 (2)         26,174 (3)               $62,486 (4)
                        1996          $77,833(5)     $6,376               -                  -                   $15,546 (6)

<FN>
-------------------------

</TABLE>

(Footnotes on next page)


                                      -6-
<PAGE>   8


(1)      Does not include amounts attributable to other miscellaneous benefits
         received by Mr. Gerber, the cost of which was less than 10% of his
         compensation.

(2)      On October 8, 1996, Mr. Gerber was awarded 5,820 common shares pursuant
         to the RRP. Mr. Gerber 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 October
         8, 1997, assuming continued employment with, or service on the Board of
         Directors of, First Federal. The market price of FFD's shares on
         October 8, 1996, determined by reference to the closing bid for FFD's
         shares on the Nasdaq SmallCap Market ("Nasdaq") on such date, was
         $11.00 per share. The aggregate market value of the shares awarded to
         Mr. Gerber under the RRP, as of such date, was $64,020. At June 30,
         1998, the market price was $19.25, based on the closing bid of FFD's
         common shares, and the aggregate market value of the shares awarded to
         Mr. Gerber was $112,035. In addition, dividends and other distributions
         paid on such shares and earnings on such dividends and distributions
         are distributed to Mr. Gerber according to the vesting schedule.

(3)      Represents the number of common shares of the FFD underlying options
         granted to Mr. Gerber pursuant to the Stock Option Plan, as adjusted
         due to a return of capital paid in June 1998.

(4)      Consists of the aggregate value at the date of allocation of 3,423.89
         shares allocated to Mr. Gerber's ESOP account.

(5)      Includes directors' fees of $7,350.

(6)      Consists of First Federal's contribution of $8,375 to First Federal's
         tax-qualified profit sharing plan and the aggregate value at the date
         of allocation of 541.2 shares allocated to Mr. Gerber's ESOP account.

STOCK OPTION PLAN

         The shareholders of FFD adopted the Stock Option Plan at the 1996
Annual Meeting of Shareholders. Pursuant to the Stock Option Plan, 145,475
shares were reserved for issuance by FFD upon exercise of options to be granted
to certain directors, officers and employees of FFD and First Federal from time
to time under the Stock Option Plan. Options to purchase 131,067 common shares
of FFD have been granted and not forfeited 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 First Federal and FFD on the
basis of the individual participant's responsibility, tenure and future
potential to First Federal and FFD and in accordance with the Office of Thrift
Supervision ("OTS") regulations.

         Options granted to the 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 FFD or First
Federal will not qualify under the Code and thus will not be incentive stock
options ("Non-Qualified Stock Options").

         FFD will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, FFD will receive
payment of cash or, if acceptable to the Committee, FFD common shares or
outstanding awarded stock options.

                                      -7-
<PAGE>   9

         The following table sets forth information regarding the number and
value of unexercised options held by Mr. Gerber at June 30, 1998:

<TABLE>
<CAPTION>
                                   Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/98 Option/SAR Values
                                   ---------------------------------------------------------------------------------
                                                              Number of Securities Underlying        Value of Unexercised
                            Shares                              Unexercised Options/SARs at        "In The Money" Options/
                          Acquired on            Value                   6/30/98(#)                 SARs at 6/30/98($)(1)
Name                       Exercise(#)        Realized($)         Exercisable/Unexercisable       Exercisable/Unexercisable
----                      ------------        -----------         -------------------------       -------------------------
<S>                            <C>                <C>                   <C>                            <C>
Robert R. Gerber               -0-                N/A                   5,235/20,939                   $52,874/$211,484

<FN>
---------------------------

(1)      For purposes of this table, the value of the option was determined by
         multiplying the number of shares subject to unexercised options by the
         difference between the $9.14 exercise price and the fair market value
         of FFD's common shares, which was $19.24 on June 30, 1998, based on the
         closing bid price reported by Nasdaq.
</TABLE>


RECOGNITION AND RETENTION PLAN

         The shareholders of FFD adopted the RRP at the 1996 Annual Meeting of
Shareholders. With funds contributed by First Federal, the RRP has purchased
50,245 common shares of FFD, 29,800 of which have been awarded and not
forfeited.

         The RRP is administered by the RRP Committee. The RRP Committee
determines which directors and employees of First Federal will be awarded shares
under the RRP and the number of shares awarded.

         Unless the RRP Committee specifically states to the contrary at the
time of an award of shares, one-fifth of such shares will be earned and
non-forfeitable on each of the first five anniversaries of the date of the
award. Shares awarded pursuant to the RRP, 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

         FFD has established the ESOP for the benefit of employees of FFD and
its subsidiaries, including First Federal, who are age 21 or older and who have
completed at least one year of service with FFD and its subsidiaries. The ESOP
provides an ownership interest in the Company to all eligible full-time
employees of the Company. The ESOP trust borrowed funds from the Company with
which it acquired 116,380 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.


                                      -8-
<PAGE>   10


DIRECTOR COMPENSATION

         Each director who is not an executive officer of FFD receives a fee of
$300 per regular meeting attended and $50 per special meeting attended. Each
director who is not an executive officer of First Federal receives a fee of $700
per regular meeting attended and $50 per special meeting attended. In addition,
directors who are not executive officers of either FFD or First Federal receive
a fee of $25 per committee meeting attended, except that non-officer members of
the Executive Committee of First Federal receive a payment of $1,200 per year
rather than the committee meeting fee.

                              CERTAIN TRANSACTIONS

         First Federal makes loans to executive officers and directors in the
ordinary course of business. Although First Federal may make loans to such
persons on terms more favorable than those offered to persons not affiliated
with First Federal, all amounts owed by directors or executive officers in
excess of $60,000 during the last two fiscal years were owed pursuant to loans
made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons, did not involve more than the normal
risk of collectibility or present other unfavorable features and are current in
their payments.


                              SELECTION OF AUDITORS

         The Board of Directors has selected Grant Thornton LLP as the auditors
of FFD for the current fiscal year and recommends that the shareholders ratify
the selection. Management expects that a representative of Grant Thornton LLP
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 FFD's proxy
statement for the 1999 Annual Meeting of Shareholders should be sent to FFD by
certified mail and must be received by FFD not later than May 21, 1999. In
addition, if a shareholder intends to present a proposal at the 1999 Annual
Meeting without including the proposal in the proxy materials related to that
meeting, and if the proposal is not received by August 4, 1999, then the proxies
designated by the Board of Directors of FFD for the 1999 Annual Meeting of
Shareholders of FFD 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



Dover, Ohio                                Robert R. Gerber, President
September 16, 1998