September 10, 2002
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 11, 2002 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 one
director and the ratification of the appointment of Crowe, Chizek & Company LLP
as the Company's independent auditors for the fiscal year ending June 30, 2003.
In addition to the stockholder vote, at the Meeting we will report to you on the
Company's fiscal 2002 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
Douglas Stewart
President and Chief Executive Officer
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 11, 2002
_______________
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 11, 2002 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 one director 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, 2003; 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, 2002 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
Gary N. Fullenkamp
Corporate Secretary
Sidney, Ohio
September 10, 2002
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
PROXY STATEMENT
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
ANNUAL MEETING OF STOCKHOLDERS
October 11, 2002
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 11, 2002 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 10, 2002. 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 will be asked to consider and vote
upon the election of one director 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, 2003.
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 nominee 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.
The director 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 that
matter. In the election of the director, stockholders may either vote "FOR" the
nominee for election or withhold their votes from the nominee 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 the director 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 this 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.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on August 31, 2002 will be
entitled to one vote for each share of Common Stock then held. As of that date,
the Company had 1,459,147 shares of Common Stock issued and outstanding.
The following table sets forth information, as of August 31, 2002, 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 Director."
Shares Percent
Beneficially Of
Name and Address of Beneficial Owner Owned Class
------------------------------------ ----- -----
Peoples-Sidney Financial Corporation
Employee Stock Ownership Plan
101 East Court Street
Sidney, Ohio 45365 ............................................................... 168,459(1) 11.6%
Douglas Stewart
101 East Court Street
Sidney, Ohio 45365 ............................................................... 100,445(2) 6.5%
All directors and executive officers of the Company and the
Association as a group (8 persons) ............................................... 361,641(3) 23.4%
- -----------------------------
(1) The amount listed represents shares of Common Stock held by the ESOP. As of
August 31, 2002, 81,197 shares of Common Stock held by the ESOP had been
allocated to the accounts of participants. The 81,197 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 35,707 shares subject to options awarded under the Company's
Amended and Restated Stock Option and Incentive Plan (the "Stock Option
Plan") which are exercisable within 60 days of August 31, 2002 and 16,845
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 88,489 shares
subject to options awarded under the Stock Option Plan which are
exercisable within 60 days of August 31, 2002. .
2
PROPOSAL I - ELECTION OF DIRECTOR
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 are elected to serve
for a three-year term or until their respective successors are elected and duly
qualified.
The following table sets forth certain information, as of August 31, 2002,
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 nominee 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 nominee identified below. If the 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 the
nominee might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between the 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
---- ------ ----------------- -------- ------ -------- -----
NOMINEES
Richard T. Martin 62 Chairman of the Board 1987 2005 55,638 3.6%
DIRECTORS CONTINUING IN OFFICE(4)
Harry N. Faulkner 61 Director 1982 2003 24,207 1.6
John W. Sargeant 72 Director 1987 2003 22,710 1.5
Douglas Stewart 53 President, Chief 1979 2004 100,445 6.5
Executive Officer and
Director
James W. Kerber 60 Director 1990 2004 44,610 2.9
- ---------------------------
(1) At June 30, 2002.
(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 August 31, 2002, as follows: Mr.
Faulkner - 7,140 shares, Mr. Sargeant - 7,140 shares, Mr. Stewart - 35,707
shares, Mr. Kerber - 7,140 shares and Mr. Martin - 7,140 shares. The amount
for Mr. Stewart also includes 16,845 shares which have been allocated to
his ESOP account.
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, 2002. During fiscal
2002, 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, 2002. During
fiscal 2002, 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, 2002, the Executive Committee met 26 times.
The Audit Committee of the Company operates under a written charter adopted
by the full Board of Directors, a copy of which was attached to last year's
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 2002, 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 2 times during
fiscal 2002.
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 4 times during fiscal 2002.
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 5 times during fiscal 2002.
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 2002.
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 was attached as an appendix to last year's 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, 2002.
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, 2002. In
addition, the Committee has discussed with Crowe, Chizek and Company LLP (Crowe
Chizek), the independent auditors 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, 2002.
The table below shows fees for services rendered by Crowe Chizek to the Company
and its affiliates during fiscal year 2002.
Audit fees............................................................$53,100
Financial Information Systems Design and Implementation fees..........$ - 0 -
All Other Fees........................................................$11,450
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 2002 in excess of $100,000.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
----------------- -------
Name and Fiscal Year Restricted OptionsSARs All Other
Principal Ended Other Annual Stock (#) LTIP Compen-
Position June 30 Salary Bonus Compensation Award(s) Payouts sation
- --------------------------------------------------------------------------------------------------------------------
Douglas Stewart 2002 $128,750 $30,090 --- --- --- --- $36,395(1)
President and Chief 2001 125,000 31,407 --- --- --- --- 33,981(2)
Executive Officer 2000 122,500 33,302 --- --- --- --- 32,884(3)
- -------------------
(1) Includes allocations for fiscal 2002 to Mr. Stewart's ESOP account valued
at $25,815 as of June 30, 2002, the Association's contributions to Mr.
Stewart's account under the Association's 401(k) plan of $3,203, term life
insurance premiums of $1,377, and fees for service on the Company's Board
of Directors of $6,000.
(2) Includes allocations for fiscal 2001 to Mr. Stewart's ESOP account valued
at $23,617 as of June 30, 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.
(3) Includes allocations for fiscal 2000 to Mr. Stewart's ESOP account 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.
6
No options were granted to executive officers in the fiscal year ended June
30, 2002. As of June 30, 2002, Mr. Stewart's options were not "in-the-money" as
the exercise price per share of the options 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 five 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 five 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, 2002,
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 $549,000, $80,000, $55,900, $43,400 and $66,200, 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.
7
Under 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, 2002, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were met with the exception of a late filing of a Form 4
for purchases during the month of January 2002 by director Faulkner.
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, 2003.
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, 2003.
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 13, 2003
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, 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 11, 2003. If,
however, the date of the next annual meeting is before September 11, 2003 or
after November 10, 2003, 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, by fax 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 10, 2002
REVOCABLE PROXY
PEOPLES-SIDNEY FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
October 11, 2002
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 11, 2002 at 11:00 a.m.,
Sidney, Eastern time, and at any and all adjournments and postponements thereof.
1.The election as director of the nominee listed:
RICHARD T. MARTIN
[ ] For [ ] Against [ ] Abstain
2.The ratification of the appointment of Crowe, Chizek & Company LLP as auditors
for the Company for the fiscal year ending June 30, 2003.
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.
Please be sure to sign and date Date
this Proxy in the box below.
Stockholder sign above Co-holder (if any)sign above
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, 2002. 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.
- -------------------------------------------------------------------
- -------------------------------------------------------------------
- -------------------------------------------------------------------