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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:
/_/ Preliminary proxy statement
/X/ Definitive proxy statement
/_/ Definitive additional materials
/_/ Soliciting material pursuant to Rule 14a-12
PCB HOLDING COMPANY
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(Name of Registrant as Specified in Its Charter)
PCB HOLDING COMPANY
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ No fee required.
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transactions applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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/_/ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (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:
N/A
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(2) Form, schedule or registration statement no.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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March 20, 2000
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
PCB Holding Company. The meeting will be held at the Hoosier Heights Country
Club, Highway 237, Tell City, Indiana, on Monday, April 24, 2000 at 10:00 a.m.,
local time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative from Monroe
Shine & Co., Inc., the Company's independent auditors, will be present to
respond to appropriate questions of shareholders.
It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Carl D. Smith
Carl D. Smith
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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PCB HOLDING COMPANY
819 MAIN STREET
TELL CITY, INDIANA 47586
(812) 547-7094
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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The annual meeting of shareholders of PCB Holding Company (the "Company")
will be held at the Hoosier Heights Country Club, Highway 237, Tell City,
Indiana, on Monday, April 24, 2000, at 10:00 a.m., local time, for the following
purposes:
1. To elect two directors of the Company;
2. To ratify the appointment of Monroe Shine & Co., Inc. as independent
auditors for the Company for the fiscal year ending December 31,
2000; and
3. To transact any other business that may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Shareholders of record at the close of business on March 1, 2000 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Clarke A. Blackford
Clarke A. Blackford
SECRETARY
Tell City, Indiana
March 20, 2000
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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PROXY STATEMENT
OF
PCB HOLDING COMPANY
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ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2000
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PCB Holding Company ("PCB" or the
"Company") to be used at the annual meeting of shareholders of the Company. The
Company is the holding company for Peoples Community Bank ("Bank"). The annual
meeting will be held at the Hoosier Heights Country Club, Highway 237, Tell
City, Indiana on Monday, April 24, 2000, at 10:00 a.m., local time. This proxy
statement and the enclosed proxy card are being first mailed to shareholders on
or about March 20, 2000.
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VOTING AND PROXY PROCEDURE
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WHO CAN VOTE AT THE MEETING
You are entitled to vote your PCB common stock if the records of the
Company showed that you held your shares as of the close of business on March 1,
2000. As of the close of business on that date, a total of 408,020 shares of PCB
common stock were outstanding. Each share of common stock has one vote. As
provided in the Company's Articles of Incorporation, record holders of the
Company's common stock who beneficially own, either directly or indirectly, in
excess of 10% of the Company's outstanding shares are not entitled to any vote
in respect of the shares held in excess of the 10% limit.
ATTENDING THE MEETING
If you are a beneficial owner of PCB common stock held by a broker, bank
or other nominee (i.e., in "street name"), you will need proof of ownership to
be admitted to the meeting. A recent brokerage statement or letter from a bank
or broker are examples of proof of ownership. If you want to vote your shares of
PCB common stock held in street name in person at the meeting, you will have to
get a written proxy in your name from the broker, bank or other nominee who
holds your shares.
VOTE REQUIRED
The annual meeting will be held if a majority of the outstanding shares of
common stock entitled to vote is represented at the meeting. If you return valid
proxy instructions or attend the meeting in person, your shares will be counted
for purposes of determining whether there is a quorum, even if you abstain from
voting. Broker non-votes also will be counted for purposes for determining the
existence of a quorum. A broker non-vote occurs when a broker, bank or other
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that item and has not received voting instructions from the
beneficial owner.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-
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votes will have no effect on the outcome of the election. In voting on the
approval of Monroe Shine & Co. as independent auditors, you may vote in favor of
the proposal, vote against the proposal or abstain from voting. This matter will
be decided by the affirmative vote of a majority of the votes cast at the annual
meeting. On this matter, abstentions and broker non-votes will have no effect on
the voting.
VOTING BY PROXY
This proxy statement is being sent to you by the Company's Board of
Directors for the purpose of requesting that you allow your shares of PCB common
stock to be represented at the annual meeting by the persons named in the
enclosed proxy card. All shares of PCB common stock represented at the meeting
by properly executed proxies will be voted in accordance with the instructions
indicated on the proxy card. If you sign and return a proxy card without giving
voting instructions, your shares will be voted as recommended by the Company's
Board of Directors. The Board of Directors recommends a vote FOR each of the
nominees for director and FOR ratification of Monroe Shine & Co. as independent
auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your PCB common stock may be voted
by the persons named in the proxy card on the new meeting date as well, unless
you have revoked your proxy. The Company does not know of any other matters to
be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your PCB common stock is held in street name, you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form that accompanies this proxy statement.
PARTICIPANTS IN THE BANK'S 401(K) PLAN
If you hold shares of PCB common stock through the Bank's 401(k) plan, you
will receive voting instructions from the plan's administrator. Please complete
and return those instructions promptly to ensure that your shares are
represented at the annual meeting.
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STOCK OWNERSHIP
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The Company knows of no single person or group who beneficially owned more
than 5% of the outstanding shares of the Company's common stock at March 1,
2000.
The following table provides information about the shares of PCB common
stock beneficially owned by each director or nominee for director of the Company
and by all directors and executive officers as a group as of March 1, 2000. A
person may be considered to beneficially own any shares of common stock over
which he or she has, directly or indirectly, sole or shared voting or investment
power. Unless otherwise indicated, each of the named individuals has sole voting
power and sole investment power with respect to the shares shown.
NUMBER OF NUMBER OF SHARES THAT PERCENT OF
SHARES OWNED MAY BE ACQUIRED COMMON
(EXCLUDING WITHIN 60 DAYS BY STOCK
NAME OPTIONS) EXERCISING OPTIONS OUTSTANDING
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James L. Wittmer................... 4,952(1) 2,380 1.8%
Howard L. Traphagen................ 7,452(2) 2,380 2.4
James G. Tyler..................... 5,452(3) 2,380 1.9
Daniel P. Lutgring................. 5,376(4) 2,380 1.9
Marion L. Ress..................... 8,352(5) 2,380 2.6
Carl D. Smith ..................... 8,467(6) 4,958 3.3
All Executive Officers and
Directors as a Group (7 persons).. 45,018 21,816 15.6%
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(1) Includes 2,000 shares owned by Mr. Wittmer's spouse and 952 shares of
unvested restricted stock as to which Mr. Wittmer exercises voting power,
but not investment power.
(2) Includes 952 shares of unvested restricted stock as to which Mr. Traphagen
exercises voting power, but not investment power.
(3) Includes 500 shares owned by Mr. Tyler's spouse and 952 shares of unvested
restricted stock as to which Mr. Tyler exercises voting power, but not
investment power.
(4) Includes 2,174 shares owned by a company controlled by Mr. Lutgring and
952 shares of unvested restricted stock as to which Mr. Lutgring exercises
voting power, but not investment power.
(5) Includes 952 shares of unvested restricted stock as to which Mr. Ress
exercises voting power, but not investment power.
(6) Includes 500 shares owned by Mr. Smith's spouse and 3,967 shares of
unvested restricted stock as to which Mr. Smith exercises voting power,
but not investment power.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
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The Company's Board of Directors consists of six members. Five of them are
independent directors and one is a member of management. The Board is divided
into three classes with three-year staggered terms, with one-third of the
directors elected each year. Two directors will be elected at the annual meeting
to serve for a three-year term, or until their respective successors have been
elected and qualified. The nominees are James L. Wittmer and Howard L.
Traphagen, both of whom are currently directors of the Company and the Bank.
It is intended that the proxies solicited by the Board of Directors will
be voted for the election of the nominees named above. If any nominee is unable
to serve, the persons named in the proxy card would vote your shares to approve
the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time the Board of Directors knows of no reason why any
nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH NOMINEES.
Information regarding the nominees and the directors continuing in office
is provided below. Unless otherwise stated, each individual has held his current
occupation for the past five years. The age indicated in each individual's
biography is as of December 31, 1999. The indicated period for service as a
director includes service as a director of the Bank.
NOMINEES FOR ELECTION OF DIRECTORS
The nominees standing for election are:
JAMES L. WITTMER is a retired businessman and investor. Mr. Wittmer serves
as Chairman of the Board of the Company and the Bank. Age 74. Director since
1976.
HOWARD L. TRAPHAGEN is the retired President and majority owner of Lauer
Floral Co., Tell City, Indiana. Age 69. Director since 1987.
DIRECTORS CONTINUING IN OFFICE
The following directors have terms ending in 2001:
JAMES G. TYLER has practiced as an attorney in Tell City, Indiana since
1982. Age 50. Director since 1989.
DANIEL P. LUTGRING is the co-owner of Lutgring Bros., Inc., a contractor
and earthmover in Tell City, Indiana. Age 46. Director since 1997.
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The following directors have terms ending in 2002:
MARION L. RESS is the retired president and majority owner of Frederick
Sheet Metal, Inc. in Tell City, Indiana. Age 69. Director since 1980.
CARL D. SMITH is the President and Chief Executive Officer of the Company,
positions he has held since its formation in 1998. Mr. Smith is also the
President and Chief Executive Officer of the Bank, positions he has held since
1976. Mr. Smith has been employed by the Bank since 1969. Age 53. Director since
1976.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Company and the Bank is conducted through meetings and
activities of their Boards of Directors and their committees. During the fiscal
year ended December 31, 1999, the Board of Directors of the Company held 25
meetings and the Board of Directors of the Bank held 25 meetings. No director
attended fewer than 75% of the total meetings of the Board of Directors and of
committees on which such director served.
The entire Board of Directors of the Company serves as the Audit Committee
and receives and reviews all reports prepared by the Company's external auditor.
The Board of Directors met one time during 1999 in its capacity as the Audit
Committee.
The Board of Directors of the Company maintains a Compensation Committee,
consisting of Directors Wittmer, Tyler and Traphagen, which is responsible for
setting the compensation of all employees. The Compensation Committee met one
time in 1999. The Board of Directors of the Bank also maintains a Compensation
Committee, consisting of the same members as the Company's Compensation
Committee. The Bank's Compensation Committee met one time in 1999.
The entire Board of Directors of the Company serves as the Nominating
Committee. The Nominating Committee met on January 10, 2000 to nominate persons
for election at the annual meeting.
The Board of Directors of the Bank maintains an Executive Committee,
consisting of Directors Wittmer, Smith, Traphagen and Ress, which acts on behalf
of the Board of Directors between meetings. The Executive Committee met 33 times
in 1999.
DIRECTORS' COMPENSATION
Directors of the Bank receive an annual retainer of $3,800 plus $100 per
meeting attended. The Chairman of the Board receives an additional $1,000 per
year. Non-employee members of the Executive Committee receive $25 per meeting
attended. No separate fees are paid for service on the Company's Board of
Directors.
During the year ended December 31, 1999, each non-employee director
received options to acquire 2,380 shares of PCB common stock and 952 shares of
restricted stock. The stock options are all immediately exercisable and the
restricted stock vests in equal installments over five years.
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE
The following information is furnished for the Company's chief executive
officer. No other executive officer of the Company received salary and bonus of
more than $100,000 during the year ended December 31, 1999.
LONG-TERM COMPENSATION
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ANNUAL COMPENSATION AWARDS
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OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION AWARDS OPTIONS/ COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($) (#) ($)
- ---------------------------- ------ --------- ------- ------------- ----------- ------------ -------------
Carl D. Smith 1999 $61,772 $1,666 $6,300(2) $39,670(3) 9,917 $9,695(4)
President and Chief 1998 59,794 1,540 6,500 -- -- 9,352
Executive Officer 1997 54,356 1,605 5,350 -- -- 8,477
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(1) Does not include the aggregate amount of perquisites and other personal
benefits, which was less than 10% of the total annual salary and bonus
reported.
(2) Consists of fees for serving on the Bank's Board of Directors.
(3) Represents the total value of the award of 3,967 shares of restricted
stock on July 12, 1999, which award will vest ratably over a five-year
period. At December 31, 1999, the value of the unvested restricted stock
award was $41,653. Dividends will be paid on the restricted stock.
(4) This total consists of a $3,608 contribution to the Bank's 401(k) Plan and
a $5,889 contribution to a money purchase pension plan maintained by the
Bank.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information regarding stock option grants to
Mr. Smith during 1999.
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE
GRANTED IN PER EXPIRATION
NAME (#)(1) FISCAL YEAR SHARE DATE
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Carl D. Smith 9,917 50% $10.00 07/12/09
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(1) One-half of the options granted were exercisable immediately and one-half
of the options granted are exercisable on July 12, 2000; provided,
however, that options will be immediately exercisable upon a change in
control and in the event the optionee terminates employment due to death
or disability.
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OPTION VALUE AT FISCAL YEAR END
The following table provides information regarding unexercised stock
options for Mr. Smith as of December 31, 1999. Mr. Smith did not exercise any
stock options during 1999.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
NAME AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)(1)
- ------------------ ---------------------------- ----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Carl D. Smith 4,958 4,959 $2,479 $2,479
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(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on December 31, 1999 less the
option exercise price. Options are in-the-money if the market value of
shares covered by the options is greater than the exercise price.
EMPLOYMENT AGREEMENT
The Company and the Bank have entered into a three-year employment
agreement with Mr. Smith. Under the employment agreement, the current salary
level for Mr. Smith is $61,300, which amount is paid by the Bank and may be
increased at the discretion of the Board of Directors or an authorized committee
of the Board. On each anniversary of the commencement date of the employment
agreement, the term of the agreement may be extended for an additional year at
the discretion of the Board. The agreement is terminable by the Company and the
Bank at any time, by Mr. Smith if he is assigned duties inconsistent with his
initial position, duties, responsibilities and status, or upon the occurrence of
certain events specified by federal regulations. If Mr. Smith's employment is
terminated without cause or upon his voluntary termination following the
occurrence of an event described in the preceding sentence, the Bank would be
required to honor the terms of the agreement through the expiration of the
current term, including payment of current cash compensation and continuation of
employee benefits.
The employment agreement also provides for a severance payment and other
benefits in the event of involuntary termination of employment in connection
with any change in control of the Company or the Bank. A severance payment also
will be provided on a similar basis in connection with a voluntary termination
of employment where, following to a change in control, Mr. Smith is assigned
duties inconsistent with his position, duties, responsibilities and status
immediately prior to such change in control.
The maximum value of the severance benefits under the employment agreement
is 2.99 times Mr. Smith's average annual compensation during the five-year
period preceding the effective date of the change in control (the "base
amount"). The employment agreement provides that the value of the maximum
benefit may be distributed, at Mr. Smith's election, (1) in the form of a lump
sum cash payment equal to 2.99 times Mr. Smith's base amount or (2) a
combination of a cash payment and continued coverage under the Employers'
health, life and disability programs for a 36-month period following the change
in control, the total value of which does not exceed 2.99 times Mr. Smith's base
amount. Section 280G of the Internal Revenue Code, provides that severance
payments that equal or exceed three times the individual's base amount are
deemed to be "excess parachute payments" if they are contingent upon a change in
control. Individuals receiving excess parachute payments are subject to a 20%
excise tax on the amount of the payments in excess of the base amount, and the
Company would not be entitled to deduct such amount.
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The employment agreement restricts Mr. Smith's right to compete against
the Company and the Bank for a period of one year from the date of termination
of the agreement if he voluntarily terminates employment, except in the event of
a change in control.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
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Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% shareholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that its reporting officers and directors
have complied with applicable reporting requirements for transactions in PCB
common stock during the fiscal year ended December 31, 1999.
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TRANSACTION WITH MANAGEMENT
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Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made pursuant to programs generally available to all employees,
and must not involve more than the normal risk of repayment or present other
unfavorable features. The Bank's policy is not to make any new loans or
extensions of credit to the Bank's executive officers and directors at different
rates or terms than those offered to the general public. In addition, loans made
to a director or executive officer in an amount that, when aggregated with the
amount of all other loans to such person and his related interests, are in
excess of the greater of $25,000 or 5% of the Bank's capital and surplus (up to
a maximum of $500,000) must be approved in advance by a majority of the
disinterested members of the Board of Directors. The aggregate amount of loans
by the Bank to its executive officers and directors was $266,000 at December 31,
1999.
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PROPOSAL 2 -- RATIFICATION OF AUDITORS
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The Board of Directors has appointed Monroe Shine & Co., Inc. to be its
auditors for the 2000 fiscal year, subject to ratification by shareholders. A
representative of Monroe Shine & Co., Inc. is expected to be present at the
annual meeting to respond to appropriate questions from shareholders and will
have the opportunity to make a statement should he or she desire to do so.
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If the ratification of the appointment of the auditors is not approved by
a majority of the votes cast by shareholders at the annual meeting, other
independent public accountants will be considered by the Board of Directors. THE
BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF AUDITORS.
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MISCELLANEOUS
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The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of PCB common stock. In addition to soliciting proxies by
mail, directors, officers and regular employees of the Company may solicit
proxies personally or by telephone. None of these persons will receive
additional compensation for these activities.
The Company's Annual Report to Shareholders has been mailed to
shareholders as of the close of business on March 1, 2000. Any shareholder who
has not received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated herein by reference.
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999,
AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS AS OF
THE CLOSE OF BUSINESS ON MARCH 1, 2000 UPON WRITTEN REQUEST TO CORPORATE
SECRETARY, PCB HOLDING COMPANY, 819 MAIN STREET, TELL CITY, INDIANA 47586.
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SHAREHOLDER PROPOSALS
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Proposals that shareholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than November 20, 2000. Any such proposals will be subject to the requirements
of the proxy rules adopted by the Securities and Exchange Commission.
The Company's Articles of Incorporation provide that in order for a
shareholder to make nominations for the election of directors or proposals for
business to be brought before the annual meeting, the shareholder must deliver
notice of such nominations and/or proposals to the Secretary of the Company not
less than 30 days nor more than 60 days prior to the date of the annual meeting;
provided, however, that if less than 31 days notice of the annual meeting is
given to shareholders, such notice must be delivered not later than the close of
the tenth day following the day on which notice of the annual meeting was mailed
to shareholders. A copy of the Articles of Incorporation may be obtained from
the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Clarke A. Blackford
Clarke A. Blackford
SECRETARY
Tell City, Indiana
March 20, 2000
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PCB HOLDING COMPANY
ANNUAL MEETING OF SHAREHOLDERS
APRIL 24, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James L. Wittmer, Howard L. Traphagen,
James G. Tyler, Daniel P. Lutgring, Marion L. Ress and Carl D. Smith, each with
full power of substitution, to act as proxy for the undersigned, and to vote all
shares of common stock of PCB Holding Company ("Company") owned of record by the
undersigned at the Annual Meeting of Shareholders, to be held on April 24, 2000,
at 10:00 a.m., local time, at the Hoosier Heights Country Club, Highway 237,
Tell City, Indiana, and at any and all adjournments thereof, as designated below
with respect to the matters set forth below and described in the accompanying
Proxy Statement and, in their discretion, for the election of a person to the
Board of Directors if any nominee named herein becomes unable to serve or for
good cause will not serve and with respect to any other business that may
properly come before the meeting. Any prior proxy or voting instructions are
hereby revoked.
1. The election as directors of all nominees listed (except as marked to
the contrary below).
James L. Wittmer
Howard L. Traphagen
FOR ALL
FOR VOTE WITHHELD EXCEPT
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|_| |_| |_|
INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name in the space provided below.
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2. The ratification of the appointment of Monroe Shine & Co., Inc. as
independent auditors for the Company for the fiscal year ending December 31,
2000.
FOR AGAINST ABSTAIN
--- ------- -------
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING WHETHER OR NOT TO ADJOURN
THE MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR BEST JUDGMENT. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE ANNUAL MEETING.
The above-signed acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Shareholders, a Proxy
Statement dated March 20, 2000 and the Annual Report to Shareholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:
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STOCKHOLDER SIGN ABOVE
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CO-HOLDER (IF ANY) SIGN ABOVE
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PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.