UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Peoples-Sidney Financial Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[_] No fee required.
[_] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials:
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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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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September 11, 2001
To Our Fellow Stockholders:
On behalf of the Board of Directors and management of Peoples-Sidney
Financial Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The Meeting will be held at 11:00 a.m., Eastern
time, on October 12, 2001 at the Sidney Holiday Inn, located at State Route 47
and I-75, Sidney, Ohio.
At the Meeting, stockholders will be asked to vote on the election of
two directors and the ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year ending June 30,
2002. In addition to the stockholder vote, at the Meeting we will report to you
on the Company's fiscal 2001 financial and operating performance.
I encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Sincerely,
/s/ Douglas Stewart
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Douglas Stewart
President and Chief Executive Officer
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 12, 2001
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Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Peoples-Sidney Financial Corporation ("Peoples-Sidney" or the
"Company") will be held at the Sidney Holiday Inn, located at State Route 47 and
I-75, Sidney, Ohio on October 12, 2001 at 11:00 a.m., Eastern time. A Proxy Card
and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year
ending June 30, 2002; and
such other business as may properly come before the Meeting or any adjournment
or postponement thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
August 31, 2001 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof.
You are requested to complete and sign the enclosed proxy card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary N. Fullenkamp
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Gary N. Fullenkamp
Corporate Secretary
Sidney, Ohio
September 11, 2001
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
ANNUAL MEETING OF STOCKHOLDERS
October 12, 2001
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Peoples-Sidney Financial Corporation
("Peoples-Sidney" or the "Company") of proxies to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") to be held at the Sidney Holiday
Inn, located at State Route 47 and I-75, Sidney, Ohio on October 12, 2001 at
11:00 a.m., Eastern time, and all adjournments and postponements of the Meeting.
The accompanying Notice of Meeting and form of proxy and this Proxy Statement
are first being mailed to stockholders on or about September 11, 2001. Certain
of the information provided herein relates to Peoples Federal Savings and Loan
Association of Sidney ("Peoples Federal" or the "Association"), a wholly owned
subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and a proposal to
ratify the appointment of Crowe, Chizek & Company LLP as the Company's
independent auditors for the fiscal year ending June 30, 2002.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 per share
("Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked will be voted at the Meeting
in accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the election of the director
nominees named in this Proxy Statement and for the ratification of the
appointment of Crowe, Chizek & Company LLP. The Company does not know of any
matters, other than those described in the Notice of the Meeting, that are to
come before the Meeting. If any other matters are properly presented at the
Meeting for action, the Board of Directors, as proxy for the stockholder, will
have the discretion to vote on such matters in accordance with its best
judgment.
Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Crowe, Chizek & Company LLP as the Company's
independent auditors requires the affirmative vote of a majority of the votes
cast on the matter. In the election of directors, stockholders may either vote
"FOR" both nominees for election or withhold their votes from one or both
nominees for election. Votes that are withheld and shares held by a broker, as
nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-third
of the outstanding shares of the Common Stock, present in person or represented
by proxy, will constitute a quorum for purposes of the Meeting. Proxies marked
to abstain and broker non-votes will be counted for purposes of determining a
quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Gary N.
Fullenkamp, Secretary, Peoples-Sidney Financial Corporation, 101 East Court
Street, Sidney, Ohio 45365.
1
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on August 31, 2001
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,501,546 shares of Common Stock issued and
outstanding.
The following table sets forth information, as of August 31, 2001,
regarding the shares of Common Stock beneficially owned by (i) the Company's
Employee Stock Ownership Plan (the "ESOP"), (ii) Douglas Stewart and (iii) all
directors and executive officers of the Company and the Association as a group.
No person or entity, other than the ESOP and Douglas Stewart, our President and
Chief Executive Officer, is known by management to beneficially own more than
five percent of the outstanding shares of Common Stock. For information
regarding the beneficial ownership of Common Stock by directors of the Company,
see "Proposal I - Election of Directors."
Shares Percent
Beneficially of
Name and Address of Beneficial Owner Owned Class
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Peoples-Sidney Financial Corporation
Employee Stock Ownership Plan
101 East Court Street
Sidney, Ohio 45365............................................. 168,459(1) 11.2%
Douglas Stewart
101 East Court Street
Sidney, Ohio 45365............................................. 85,824(2) 5.5%
All directors and executive officers of the Company and the
Association as a group (8 persons)............................. 328,730(3) 21.0%
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(1) The amount listed represents shares of Common Stock held by the ESOP. ___
As of August 31, 2001, 67,685 shares of Common Stock held by the ESOP had
been allocated to the accounts of participants. The 67,685 shares include
1,562 shares purchased by the ESOP in fiscal 1998 with cash distributions
paid on the then-allocated shares in connection with the return of capital
on the Common Stock effected by the Company in 1998. First Bankers Trust
Company, as the trustee of the ESOP, may be deemed to beneficially own all
of the shares held by the ESOP. Pursuant to the terms of the ESOP,
participants in the ESOP have the right to direct the voting of shares
allocated to participant accounts. Unallocated shares held by the ESOP are
voted by the plan trustee in the manner that the plan trustee is directed
to vote by the majority of the plan participants who directed the plan
trustee as to the manner of voting the shares allocated to their plan
accounts. If an ESOP participant fails to give timely voting instructions
to the plan trustee with respect to the voting of the shares allocated to
the participant's account, the plan trustee is entitled to vote such shares
in its discretion.
(2) Includes 26,780 shares subject to options awarded under the Company's
Amended and Restated Stock Option and Incentive Plan (the "Stock Option
Plan") which are currently exercisable within 60 days of September 7, 2001
and 14,648 shares that have been allocated to Mr. Stewart's ESOP account.
(3) This amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, shares held in a
fiduciary capacity or by certain family members, with respect to which
shares the group members may be deemed to have sole or shared voting and/or
dispositive power. The amount reported above also includes 66,372 shares
subject to currently exercisable options awarded under the Stock Option
Plan.
2
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors consists of five members divided into
three classes, with two members in each of two classes and one in the remaining
class. Each year approximately one-third of the directors is elected to serve
for three-year terms or until their respective successors are elected and duly
qualified.
The following table sets forth certain information, as of August 31,
2001, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Nominating Committee of the Board of
Directors has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why a nominee might be unable to serve if elected. Except as disclosed herein,
there are no arrangements or understandings between any nominee and any other
person pursuant to which the nominee was selected.
Shares of
Common
Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age(1) in Peoples-Sidney Since(2) Expire Owned(3) Class
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NOMINEES
Douglas Stewart 52 President, Chief Executive 1979 2004 85,824 5.5%
Officer and Director
James W. Kerber 59 Director 1990 2004 42,826 2.7
DIRECTORS CONTINUING IN OFFICE(4)
Harry N. Faulkner 60 Director 1982 2003 20,523 1.3
John W. Sargeant 71 Director 1987 2003 20,926 1.3
Richard T. Martin 61 Chairman of the Board 1987 2002 50,054 3.2
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(1) At June 30, 2001.
(2) Includes service as a director of the Association.
(3) Amounts include shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by certain
members of the director's family, held by certain related entities or held
by trusts of which the director is a trustee or substantial beneficiary,
with respect to which shares the respective director may be deemed to have
sole or shared voting and/or dispositive powers. Amounts also include
shares subject to options awarded under the Stock Option Plan which are
currently exercisable within 60 days of September 7, 2001, as follows: Mr.
Faulkner - 5,356 shares, Mr. Sargeant - 5,356 shares, Mr. Stewart - 26,780
shares, Mr. Kerber - 5,356 shares and Mr. Martin - 5,356 shares. The amount
for Mr. Stewart also includes 14,648 shares which have been allocated to
his ESOP account.
(4) Robert W. Bertsch retired as a Director effective October 13, 2000.
3
The business experience of each director is set forth below. All
directors have held their present positions for at least the past five years,
except as otherwise indicated.
Harry N. Faulkner. Mr. Faulkner is a partner in the law firm of
Faulkner, Garmhausen, Keister & Shenk LPA. This firm has acted as counsel to the
Association since 1979.
John W. Sargeant. Mr. Sargeant is part owner of Sidney Tool and Die
Co., and BenSar Development, a warehouse provider.
Douglas Stewart. Mr. Stewart is President and Chief Executive Officer
of the Company and the Association, positions he has held with the Company since
its incorporation in 1997 and with the Association since 1982. Mr. Stewart
joined the Association in 1971 as a teller.
James W. Kerber. Mr. Kerber is the owner of James W. Kerber CPA, a
public accounting firm. He has been in private practice since 1968.
Richard T. Martin. Mr. Martin was appointed as Chairman of the Board of
the Association in November 1996. He has continued as the Chairman of the Board
of the Company since its incorporation in 1997. Mr. Martin is a certified public
accountant and maintains a private practice of accounting and tax counseling. He
also owns and operates a family farm.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company's Board. The Company's Board of
Directors met 24 times during the fiscal year ended June 30, 2001. During fiscal
2001, no director of the Company attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served.
Meetings and Committees of the Association's Board. The Association's
Board of Directors met 24 times during the fiscal year ended June 30, 2001.
During fiscal 2001, no director of the Association attended fewer than 75% of
the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
The Association's Board has standing Executive, Audit, Governance,
Investment and Personnel and Benefits Committees, and the Company's Board has a
standing Nominating Committee. These committees are described below.
The Executive Committee is responsible for the review and approval of
mortgage loans, consumer loans and any business arising between regularly
scheduled board meetings. The committee is comprised of Directors Kerber,
Martin, Sargeant and Stewart, and Officers David R. Fogt, Gary N. Fullenkamp,
Steven R. Goins, Todd Lotz, Larry Billing and Curtis Powers. During the fiscal
year ended June 30, 2001, the Executive Committee met 25 times.
The Audit Committee of the Company operates under a written charter
adopted by the full Board of Directors, a copy of which is attached as Appendix
to this proxy statement. The Audit Committee is composed of Directors Kerber
(Chairman), Sargeant and Martin. All three of these Directors are "independent
directors" as defined in the Nasdaq Stock Market rules. The Audit Committee is
responsible for the review of the Company's annual audit report prepared by our
independent auditors. The functions of the Audit Committee include:
o contracting for the annual audit of the Association and meeting
with the Company's independent auditors to discuss the findings;
o reviewing significant financial information for the
purpose of giving added assurance that the information is
accurate and timely and that it includes all appropriate
financial statement disclosures;
4
o ascertaining the existence of effective accounting and internal
control systems; and
o overseeing the entire audit function (both internal and
independent).
In fiscal 2001, the Audit Committee met 6 times.
The Governance Committee's role is to provide evaluation of the
directors and the Chief Executive Officer of the Association. The committee also
maintains continuing education of directors and the Chief Executive Officer. The
committee is comprised of Directors Faulkner and Kerber. The committee met twice
during fiscal 2001.
The Investment Committee is responsible for reviewing and approving
investments of the Association and setting investment strategies. The committee
is comprised of Directors Faulkner and Stewart and Officers Fogt and Geuy. The
committee met 2 times during fiscal 2001.
The Personnel and Benefits Committee meets to review salaries and
benefit plans, and analyzes and determines discretionary bonuses. This committee
is comprised of Directors Faulkner (Chairman), Kerber and Martin. This committee
met 7 times during fiscal 2001.
The Nominating Committee of the Company's Board of Directors is
responsible for making nominations for election to the Board of Directors and is
comprised of those non-employee directors whose terms are not expiring. This
committee held one meeting during fiscal 2001.
Pursuant to the Company's bylaws, nominations for directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 30 days prior to the meeting date. If less than 40 days' notice
of the date of the meeting is given or made to stockholders, nominations must be
received by the Company not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed. In
addition to meeting the applicable deadline, nominations must be submitted in
accordance with certain requirements specified in the Company's by-laws.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee of the Board of Directors
shall not be deemed to be soliciting material or to be incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent Peoples- Sidney Financial Corporation specifically
incorporates this Report therein, and shall not otherwise be deemed filed under
such Acts.
The Board of Directors has adopted a charter for the Audit Committee,
which charter is attached as Appendix A to this proxy statement. The Audit
Committee has issued the following report with respect to the audited financial
statements of the Company for the fiscal year ended June 30, 2001.
AUDIT COMMITTEE REPORT
The Company's Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the year ended June 30, 2001. In
addition, the Committee has discussed with Crowe, Chizek and Company LLP (Crowe
Chizek), the independent auditing firm for the Company, the matters required by
Statement on Auditing Standards No. 61, Communications with Audit Committees.
The Committee has also received the written disclosures from Crowe Chizek
required by Independence Standards Board Standard No. 1, and have discussed with
Crowe Chizek its independence from the Company.
5
Based on the foregoing discussions and reviews, the Committee has recommended to
the Company's Board of Directors that the audited financial statements be
included in the Company's Annual Report for the year ended June 30, 2001.
In accordance with SEC rules issued in 2000 related to auditor independence, the
table below shows fees for services rendered by Crowe Chizek to the Company and
its affiliates during fiscal year 2001
Audit fees.........................................................$51,500.00
Financial Information Systems Design and Implementation fees.......$ - 0 -
All Other Fees.....................................................$ 9,950.00
The Committee has been provided with information regarding the services provided
by Crowe Chizek and has considered the compatibility of such services with
maintaining the auditor's independence.
Respectfully submitted,
The Audit Committee
James W. Kerber, Chairman
Richard T. Martin
John W. Sargeant
Director Compensation
Each non-employee director of the Association is paid an annual
retainer of $12,000, and also receives a fee of $200 for each meeting of the
Association's Board of Directors attended. In addition to fees paid for service
on the Association's Board, the Company pays each of its directors (including
Mr. Stewart) a fee of $500 per month. No fees are paid for service on board
committees.
Executive Compensation
The following table sets forth information concerning the compensation
paid to the Company's and the Association's Chief Executive Officer. No other
executive officer of the Company or the Association earned a salary and bonus
for fiscal 2001 in excess of $100,000.
SUMMARY COMPENSATION TABLE
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Annual Compensation Long Term Compensation
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Awards Payouts
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Name and Fiscal Year Restricted Options All Other
Principal Ended Other Annual Stock SARs LTIP Compen-
Position June 30 Salary Bonus Compensation Award(s) (#) Payouts sation
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Douglas Stewart 2001 $125,000 $31,407 $ --- $ --- --- --- $33,981(1)
President and Chief 2000 122,500 33,302 --- --- --- --- 32,884 (2)
Executive Officer 1999 120,000 34,845 --- --- --- --- 46,877 (3)
(1) Includes allocations for fiscal 2001 to Mr. Stewart's account under the
ESOP valued at $23,617 as of September 7, 2001, the Association's
contributions to Mr. Stewart's account under the Association's 401(k) plan
of $3,166, term life insurance premiums of $1,198, and fees for service on
the Company's Board of Directors of $6,000.
(2) Includes allocations for fiscal 2000 to Mr. Stewart's account under the
ESOP valued at $22,398 as of June 30, 2000, the Association's contributions
to Mr. Stewart's account under the Association's 401(k) plan of $3,183,
term life insurance premiums of $1,303, and fees for service on the
Company's Board of Directors of $6,000.
(3) Includes allocations for fiscal 1999 to Mr. Stewart's account under the
ESOP valued at $37,320 as of June 30, 1999, the Association's contributions
to Mr. Stewart's account under the Association's 401(k) plan of $1,416,
term life insurance premiums of $2,141, and fees for service on the
Company's Board of Directors of $6,000.
6
No options were granted to executive officers in the fiscal year ended
June 30, 2001. As of June 30, 2001, Mr. Stewart's option was not "in-the-money"
as the exercise price per share of the option exceeded the market value per
share of the Company's Common Stock.
Employment Agreements and Severance Agreements
At the time of the Association's conversion from mutual to stock form
in April 1997, the Association entered into employment agreements with Douglas
Stewart, President and Chief Executive Officer; David R. Fogt, Vice President of
Operations and Financial Services; Gary N. Fullenkamp, Vice President of
Mortgage Loans and Corporate Secretary; and Debra A. Geuy, Chief Financial
Officer and Treasurer. The employment agreements are designed to assist the
Association in maintaining a stable and competent management team. Each
employment agreement provides for an annual base salary in an amount not less
than the employee's salary as of the date the agreement became effective. Mr.
Stewart's agreement is for a term of three years and each of the other officers'
agreements are for a term of one year. Each employment agreement provides for an
extension of its term for an additional year on each anniversary of its
execution subject to review and approval of the extension by disinterested
members of the Board of Directors of the Association. The term of each agreement
has been extended pursuant to this provision on each of the four anniversaries
of the agreement's execution that have occurred since the Association's
mutual-to-stock conversion. Each agreement provides for termination upon the
employee's death, termination of employment for cause or in certain events
specified by the regulations of the Office of Thrift Supervision (the "OTS").
Each employment agreement is also terminable by the employee upon 90 days'
notice to the Association.
Each employment agreement provides for payment to the employee of his
or her salary for the remainder of the term of the agreement, plus up to 299%,
in the case of Mr. Stewart and 100% for each of the other officers, of the
employee's base compensation, in the event there is a "change in control" of the
Association and the employee's employment is terminated involuntarily in
connection with such change in control or within twelve months thereafter. This
termination payment may not equal or exceed three times the employee's average
annual compensation over the most recent five year period or be non-deductible
by the Association for federal income tax purposes. The agreements guarantee
participation in an equitable manner in employee benefits applicable to
executive personnel.
At the time of its mutual-to-stock conversion, the Association also
entered into a change in control severance agreement with Assistant Vice
President of Financial Services, Steven Goins. The agreement provides for an
initial term of twelve months and for extensions of one year, on each
anniversary of the effective date of the agreement, subject to a formal
performance evaluation performed by disinterested members of the Board of
Directors of the Association. The term of the agreement has been extended
pursuant to this provision on each of the four anniversaries of the agreement's
execution that have occurred since the Association's mutual-to-stock conversion.
The agreement provides for termination for cause or in certain events specified
by OTS regulations.
The agreement provides for a lump sum payment to the employee of 100%
of his annual base compensation and the continued payment for the remaining term
of the contract of life and health insurance coverage maintained by the
Association in the event there is a "change in control" of the Association where
employment terminates involuntarily within 12 months of such change in control.
This termination payment is subject to reduction to the extent it is
non-deductible for federal income tax purposes.
Based on their current salaries, if the employment of Messrs. Stewart,
Fogt, Fullenkamp or Goins or Ms. Geuy had been terminated as of June 30, 2001,
under circumstances entitling him or her to severance pay as described above, he
or she would have been entitled to receive a lump sum cash payment of
approximately $504,400, $73,400, $52,900, $40,600 and $61,200, respectively.
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. Under
7
the Association's current policy, all such loans to directors and senior
officers are required to be made in the ordinary course of business and on the
same terms, including collateral and interest rates, as those prevailing at the
time for comparable transactions and do not involve more than the normal risk of
collectibility.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
beneficially own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of the Common Stock. Officers, directors and greater than
10% beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, for the fiscal year ended June 30, 2001, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were met.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors are Crowe, Chizek & Company LLP,
independent certified public accountants. At the Meeting, the stockholders will
consider and vote on the ratification of the appointment of Crowe, Chizek &
Company LLP as independent auditors for the Company's fiscal year ending June
30, 2002.
Representatives of Crowe, Chizek & Company LLP are expected to attend
the Meeting to respond to appropriate questions and to make a statement if they
so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK & COMPANY LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by its Secretary at the main office of the
Company, located at 101 East Court Street, Sidney, Ohio 45365, no later than May
14, 2002 to be eligible for inclusion in the Company's proxy statement and form
of proxy relating to the next annual meeting. Any such proposal will be subject
to the requirements of the proxy rules adopted under the Exchange Act and as
with any stockholder proposal (regardless of whether included in the Company's
proxy materials), the Company's certificate of incorporation and bylaws and
Delaware law.
To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company no later than August 13,
2002. If, however, the date of the next annual meeting is before September 12,
2002 or after November 11, 2002, proposals must instead be received by the
Company by the later of the 60th day before the date of the next annual meeting
or the tenth day following the day on which notice of the date of the next
annual meeting is mailed or public announcement of the date of the next annual
meeting is first made. If a stockholder proposal that is received by the Company
after the applicable deadline for presentation at the next annual meeting is
raised at the next annual meeting, the holders of the proxies for that meeting
will have the discretion to vote on the proposal in accordance with their best
judgment and discretion, without any discussion of the proposal in the Company's
proxy statement for the next annual meeting.
8
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. If,
however, any other matters should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of 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 proxy materials
to the beneficial owners of the Common Stock. In addition to solicitation by
mail, directors and officers of the Company and regular employees of the
Association may solicit proxies personally or by telegraph or telephone, without
additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ DOUGLAS STEWART
--------------------
Douglas Stewart
President and Chief Executive Officer
Sidney, Ohio
September 11, 2001
9
Appendix A
PEOPLES-SIDNEY FINANCIAL CORPORATION
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION
AUDIT COMMITTEE CHARTER
May 11, 2000
ORGANIZATION
There shall be a committee of the board of directors to be known as the audit
committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and free of any relationship
that, in the opinion of the board of directors, would interfere with their
exercise of independent judgement as a committee member. All members of the
Committee shall have a working familiarity with the basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise. Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the corporation or an outside consultant.
STATEMENT OF POLICY
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
RESPONSIBILITY
1. Charter Review. Review and update this Charter periodically, at least
annually, as conditions dictate.
2. Meetings. The committee shall meet as circumstances dictate. As part of its
job, the Committee should meet at least annually with management and the
independent accountants in separate executive sessions to discuss any
matters that the committee believes should be discussed privately. In
addition, the Committee or at least its Chair should meet with the
independent accountants and management quarterly to review the Corporation's
financial statements consistent with any governmental reporting and 10-Q
filings with the Securities and Exchange Commission.
3. Independent Accountants. The Committee shall recommend to the Board of
Directors the selection of the independent accountants, considering
independence and effectiveness and approve the fees and other compensation
to be paid to the independent accountants. In addition, it shall review the
performance of the independent accountants and approve any proposed
discharge of the accountants when circumstances warrant.
DUTIES
1. Following the completion of the annual audit, the committee shall review
separately with each of management and the independent accountants any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information.
10
2. The Committee shall review any significant disagreement among management and
independent accountants in connection with the preparation of financial
statements.
3. The Committee, with input from the independent accountants and financial
Management shall determine the appropriate time frame as to institution
size, number of employees and diversification of the business, to establish
an internal audit program for the institution, including setting the
employment requirements for an internal auditor.
4. The Committee shall review accounting and financial human resources and
succession planning within the company.
5. The Committee shall submit the minutes of all meetings of the audit
committee to, or discuss the matters from each committee meeting with the
board of directors.
6. The Committee may investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel for this
purpose if, in its judgment, that is appropriate. It may also perform any
other activity consistent with this Charter, the Corporation's By-laws and
governing law, as the Committee or the Board deems necessary or appropriate.
11
REVOCABLE PROXY
PEOPLES-SIDNEY FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
to be held on October 12, 2001
The undersigned hereby appoints the Board of Directors of Peoples-Sidney
Financial Corporation (the "Company"), with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Sidney Holiday Inn, located at
State Route 47 and I-75, Sidney, Ohio, on October 12, 2001 at 11:00 a.m.,
Sidney, Eastern time, and at any and all adjournments and postponements thereof.
1. The election as directors of both nominees listed (except as marked to the
contrary below):
DOUGLAS STEWART JAMES W. KERBER
[ ] For [ ] Withhold [ ] For One But Not
For Both
INSTRUCTION: To vote for both nominees, mark the box "FOR" with an "X." To
withhold your vote for both nominees, mark the box "VOTE WITHHELD" with an "X."
To vote for one nominee but not both nominees, mark the box "FOR ONE BUT NOT
BOTH" with an "X" and strike a line through the name of the nominee below for
whom you wish to withhold your vote.
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2. The ratification of the appointment of Crowe, Chizek & Company LLP as
auditors for the Company for the fiscal year ending June 30, 2002.
[ ] For [ ] Against [ ] Abstain
In its discretion, the Board of Directors, as proxy for the undersigned, is
authorized to vote on any other business that may properly come before the
Meeting or any adjournment or postponement thereof.
The Board of Directors recommends a vote "FOR" the election of both
nominees named herein and "FOR" the ratification of the appointment of Crowe,
Chizek & Company LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED,THIS PROXY WILL BE VOTED FOR THE ELECTION OF BOTH OF THE NOMINEES
LISTED ABOVE AND FOR THE RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK &
COMPANY LLP. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
Detach above card, sign, date and mail in postage paid envelope provided.
PEOPLES-SIDNEY FINANCIAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS This Proxy may
be revoked at any time before it is voted by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than this Proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of
this Proxy). If this Proxy is properly revoked as described above, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The above signed acknowledges receipt from the Company, prior to the
execution of this proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders for the fiscal year ended June 30, 2001.
Please sign exactly as your name(s) appear(s) on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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