SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
FARMERS & MERCHANTS BANCORP, INC.
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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)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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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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(3) Filing Party:
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(4) Date Filed:
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[Farmers & Merchants Bancorp Logo]
March 5, 2002
TO OUR STOCKHOLDERS
I am pleased to invite you to attend the Annual Meeting of the Stockholders of
FARMERS & MERCHANTS BANCORP, INC. The meeting will be held at Founders Hall,
located at Sauder Village, State Route 2, Archbold, Ohio 43502 on April 6, 2002
at 1:00 P.M., EST.
Matters scheduled for consideration at this meeting are:
1. to elect fourteen (14) directors of the Corporation;
2. to ratify the appointment of Krouse, Kern & Co., Inc. as independent
auditors of the Corporation and its subsidiaries for the calendar year
ending December 31, 2002; and
3. to transact such other business as may properly come before the
meeting or any adjournment thereof.
The meeting will also provide an opportunity to review with you the results of
Farmers & Merchants Bancorp, Inc. and its subsidiaries during 2001.
Your vote is important no matter how many shares you own. I encourage you to
vote your shares. If you choose not to attend the Annual Meeting of the
Stockholders, you may vote by mail by signing, dating and returning the proxy
card in the accompanying envelope. If you do attend the meeting and desire to
vote in person, you may do so even though you have previously submitted your
proxy.
I look forward to seeing you at the meeting.
Sincerely,
Farmers & Merchants Bancorp, Inc.
Eugene Bernath
Chairman of the Board
[Farmers & Merchants Bancorp Logo)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 6, 2002
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Farmers &
Merchants Bancorp, Inc., an Ohio corporation ("Corporation") will be held at
Founders Hall, located at Sauder Village, State Route 2, Archbold, Ohio 43502 on
April 6, 2002 at 1:00 P.M., EST, for the following purposes:
1. To elect fourteen (14) directors of the Corporation;
2. To ratify the appointment of Krouse, Kern & Co., Inc. as independent
auditors of the Corporation and its subsidiaries for the calendar year
ending December 31, 2002;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December 31, 2001, as
the record date for determination of shareholders who are entitled to notice of
and to vote at the meeting.
If the enclosed proxy and annual report are being delivered to two or more
security holders who share the same address, and the security holders sharing
the same address each desires to receive a proxy statement and annual report, or
if there are more than one copy of the proxy statement and annual report being
delivered to security holders who share the same address, and it is preferred to
receive a single copy of such proxy statement and annual report, please notify
Carol J. England, Secretary of Farmers & Merchants Bancorp, Inc. in writing at
Farmers & Merchants Bancorp, Inc., 119 N. Fulton St., Wauseon, Ohio 43567 or by
telephone at 419-337-3085.
By Order of the Board of Directors
Carol J. England
Secretary
Archbold, Ohio
March 5, 2002
YOU ARE URGED TO SPECIFY YOUR CHOICES, DATE, AND SIGN THE ACCOMPANYING PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING.
The Proxy Statement, proxy card and Farmers & Merchants Bancorp, Inc.
2001 Annual Report will be mailed to each stockholder
commencing on or about March 7, 2002.
TABLE OF CONTENTS
Page
----
General Information About the Meeting and Voting 1
Election of Directors 4
Director Meeting Attendance and Fee Arrangements 5
Audit Committee Report 6
Other Information About Directors and Executive Officers 6
Ownership of Common Stock 7
Compensation of Directors and Executive Officers 8
Retirement Income Plan 8
Performance Graph 9
Ratification of Appointment of Auditors 10
Proposals of Shareholders for Next Annual Meeting 10
Other Matters 10
Audit Committee Charter -- Appendix A 11
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
April 6, 2002
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Farmers & Merchants Bancorp, Inc., an Ohio
corporation ("Corporation") to be used at the Annual Meeting of Shareholders of
the Corporation, to be held at the Founders Hall, located at Sauder Village,
State Route 2, Archbold, Ohio 43502 on April 6, 2002 at 1:00 P.M., EST, and at
any adjournments thereof, pursuant to the accompanying Notice of Meeting.
GENERAL INFORMATION ABOUT THE MEETING AND VOTING
WHO MAY VOTE AT THE MEETING?
The Board of Directors has fixed the close of business on December 31, 2001 as
the record date for the determination of shareholders who are entitled to notice
of and to vote at the meeting. The transfer books of the Corporation will not be
closed. You are entitled to one vote for each share of common stock you held on
the record date, including shares:
- held directly in your name; and
- held for you in an account with a broker, bank or other nominee
(shares held in "street name").
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?
A majority of Farmers & Merchants Bancorp, Inc. outstanding shares of common
stock as of the record date must be present at the meeting in order to hold the
meeting and conduct business. This is called a quorum. On the record date there
were 1,300,000 shares of the Corporation's common stock, without par value
("Common Stock"), the holders of which are entitled to one vote per share. Your
shares are counted as present at the meeting if you:
- are present and vote in person at the meeting; or
- have properly submitted a proxy card prior to the meeting.
WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
There are two proposals scheduled to be voted on at the meeting:
- election of fourteen (14) directors; and
- ratification of appointment of Krouse, Kern & Co., Inc. as independent
auditor.
HOW MANY VOTES ARE REQUIRED TO APPROVE EACH PROPOSAL?
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. This means that the 14 nominees who receive the largest number of "FOR"
votes cast will be elected as directors.
HOW ARE VOTES COUNTED?
A shareholder may
- Abstain from voting on directors as a whole
- Abstain from voting on other proxy matters
- Abstain from voting for one or more nominees
- Approve each proxy matter
- Disapprove each proxy matter
- Vote for or against each nominee without having its proxy ignored
2
The laws of Ohio under which the Corporation is incorporated provide that, if
notice in writing is given by any Shareholder to the President, Vice President
or the Secretary of the Corporation not less than 48 hours before the time fixed
for holding a meeting of Shareholders for the purpose of electing Directors,
that he desires that the voting at that election shall be cumulative, and if an
announcement of the giving of such notice is made upon the convening of the
meeting by the Chairman or Secretary or by or on behalf of the Shareholder
giving such notice, each Shareholder shall have the right to cumulate such
voting powers as he possesses in voting for Directors.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board of Directors recommends that you vote "FOR" each of the director
nominees and "FOR" ratification of Krouse, Kern & Co., Inc. as independent
auditor.
HOW DO I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
Whether you hold shares directly or in street name, you may direct your vote
without attending the Annual Meeting. If you are a shareholder of record, you
may vote by granting a proxy as follows:
- By Mail -- You may vote by mail by signing and dating your proxy card
and mailing it in the envelope provided. You should sign your name
exactly as it appears on the proxy card. If you are signing in a
representative capacity (for example as guardian, trustee, custodian,
attorney or officer of a corporation), you should indicate your name
and title or capacity.
For shares held in street name, you should follow the voting instructions
provided by your broker or nominee. You may complete and mail a voting
instruction card to your broker or nominee or, in most cases, submit voting
instructions by telephone or the Internet. If you provide specific voting
instructions by mail, telephone, or Internet, your shares will be voted by your
broker or nominee as you have directed.
HOW DO I VOTE MY SHARES IN PERSON AT THE MEETING?
Even if you plan to attend the meeting, we encourage you to vote by mail so your
vote will be counted if you later decide not to attend the meeting.
If you choose to vote at the Annual Meeting:
- If you are a stockholder of record, to vote your shares at the meeting
you should bring the enclosed proxy card and proof of identity.
- If you hold your shares in street name, you must obtain a proxy in
your name from your bank, broker or other holder of record in order to
vote at the meeting.
Bring the proxy (for record holders) or proof of beneficial ownership (for
street name holders) such as a recent brokerage statement or a letter from your
bank or broker, and proof of identity to the meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY?
It means you hold shares registered in more than one account. To ensure that all
of your shares are voted, sign and return each proxy.
MAY I CHANGE MY VOTE?
Yes. The proxy may be revoked at any time before it is voted by written notice
to the Corporation prior to the start of the meeting, and any shareholder
attending the meeting may vote in person whether or not he has previously
submitted a proxy. Where no instructions are indicated, proxies will be voted
FOR the election of the fourteen nominees for directors, and FOR the
ratification of the appointment of Krouse, Kern & Co., Inc. as the independent
certified public accountants for the calendar year 2001.
WHEN WILL THE PROXY AND ANNUAL REPORT BE MAILED TO STOCKHOLDERS
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy are being mailed to the Corporation's shareholders on or
about March 15, 2002.
3
ELECTION OF DIRECTORS
The Code of Regulations of Farmers & Merchants Bancorp, Inc. provides that the
number of Directors to be elected at the Shareholder Meeting will be determined
by the vote of the Shareholders, but shall not be less than nine or greater than
twenty. Currently, the number of Directors is set at fourteen.
Fourteen Directors of the Corporation are to be elected at the meeting. Each
such Director will be elected to serve in accordance with the By Laws of the
Corporation until the next annual meeting of shareholders and until his
successor is elected and qualified. The favorable vote of holders of a majority
of the shares of Common Stock represented at the meeting, in person or by proxy,
is required to elect any nominee for director.
It is the intention of the individual named in the enclosed form for proxy to
vote such proxy for the election of directors of persons hereinafter named.
Management has no reason to believe that any of the nominees for the office of
director will not be available for election as a director. However, should any
of them become unwilling or unable to accept nomination for election, it is
intended that the individuals named in the enclosed proxy may vote for the
election of such other person or persons as management may recommend.
Set forth below is information concerning the nominees for the election to the
Board of Directors.
Year First
Principal Occupation or Became
Name Age Employment for Past Five Years Director
---- --- ------------------------------ --------
Eugene D. Bernath 69 Farmer 1978
Dexter L. Benecke 59 President, Viking Trucking, Inc. 1999
Jerry L. Boyers 68 President, Edifice Construction 1976
Management
Joe E. Crossgrove 65 President, Chief Executive Officer 1992
The Farmers & Merchants State Bank
Robert G. Frey 62 President, E. H. Frey & Sons, Inc. 1987
Julian Giovarelli 70 President, GIO Sales, Inc. 2000
Jack C. Johnson 49 President, Hawk's Clothing, Inc. 1991
Partner, REJO Partnership
Dean E. Miller 58 President, MBC Holdings, Inc. 1986
Anthony J. Rupp 52 President, Rupp Furniture Co. 2000
David P. Rupp Jr. 60 Attorney, Plassman, Rupp, Hensal & Short 2001
James C. Saneholtz 55 President, Saneholtz-McKarns, Inc. 1995
Maynard Sauder 70 Chairman, Sauder Woodworking Co. 1980
Merle J. Short 61 Farmer, President of Promow, Inc. 1987
Steven J. Wyse 57 President, SteelinQ Systems, Inc. 1991
Anthony J. Rupp and David P. Rupp Jr. both of whom are being nominated to the
Board of Directors are brothers.
David P. Rupp Jr. is an attorney with membership in the law firm of Plassman,
Rupp, Hensal & Short of Archbold, Ohio. The law firm has been retained by the
Corporation, and its subsidiaries, during the past fifteen years and is to be
retained currently.
4
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE CORPORATION.
DIRECTOR MEETING ATTENDANCE AND FEE ARRANGEMENTS
The following table summarizes the membership of the Board of Directors and each
of its committees, and the number of times each met during 2001.
BOARD AUDIT COMMITTEE COMPENSATION COMMITTEE
----- --------------- ----------------------
Dexter L. Beneke Member
Eugene D. Bernath Member Member Member
Jerry L. Boyers Member
Joe E. Crossgrove Member
Robert G. Frey Member
Julian Giovarelli Member Member
Jack C. Johnson Member Member
Dean E. Miller Member Member
Dale L. Nafziger Member
Anthony J. Rupp Member
David P. Rupp Jr. Member
James C. Saneholtz Member
Maynard Sauder Member Member Member
Merle J. Short Member Member
Steven J. Wyse Member
NUMBER OF MEETINGS
IN 2001 27 3 1
The directors of Farmers & Merchants Bancorp, Inc. are also the directors of The
Farmers & Merchants State Bank and Farmers & Merchants Life Insurance Co.
During 2001, each director attended 75% or more of the total meetings of the
Board and the committees on which they served (held during the period that was
served as a director) of the Farmers & Merchants State Bank the primary
operating entity except for James C. Saneholtz, Maynard Sauder, and Steven J.
Wyse who attended 74%, 74% and 59%, respectively of the Board meetings.
Directors of The Farmers & Merchants State Bank are compensated at a rate of
$300 each for each meeting attended, plus a bonus of $600. Directors receive no
compensation for services performed while serving on special committees.
The Board of Directors of Farmers & Merchants Bancorp, Inc. does not have a
standing nominating committee or any other committee performing similar
functions.
The Board of Directors of the Company's bank subsidiary has an Executive Salary
Committee that is responsible for establishing salary levels for its executive
officers. In determining the compensation of the executive officers of the
Company's subsidiaries, the subsidiaries have sought to create a compensation
program that relates compensation to financial performance, recognizes
individual contributions and achievements, and attracts and retains outstanding
executive officers.
Each year, the Executive Salary Committee of The Farmers & Merchants State Bank
sets a salary for its executive officers by reviewing the performance of each
officer, as well as, by making compensation comparisons with banks of similar
size in order to determine whether such salary levels are adequate to attract
and retain qualified executive officers. Officers, who are also members of the
Board of Directors, do not participate in the voting as it pertains to
compensation matters.
There are two components of the compensation program for all executive officers
of the Company's subsidiary, The Farmers & Merchants State Bank, a base salary
component and a bonus component, which is applicable to all employees, set by
the Board of Directors in December of each year, and paid in that year.
The Board of Directors of the Bank subsidiary, The Farmers & Merchants State
Bank has an Audit Committee composed of Eugene Bernath, Director and Chairman of
the Board, Maynard Sauder, Director and Vice Chairman, Julian Giovarelli,
Director, Merle Short, Director and Kent Roth, Internal Auditor. The function of
the Audit Committee is to review the adequacy of the Company's system of
internal controls, to investigate the scope and adequacy of the work of the
Company's independent public accountants and to recommend to the Board of
Directors a firm of accountants to serve as the Company's independent public
accountants.
5
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors submits the following report on
the performance of certain of its responsibilities for the year 2001. The
purposes and responsibilities of the Committee are elaborated in the Committee
charter, which was adopted by the Board of Directors on February, 15, 1991, and
is included in this proxy statement as Exhibit A.
Management of the Company has primary responsibility for the financial
statements and the overall reporting process, including the Company's system of
internal controls. The independent auditors are responsible for performing an
independent audit of the company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States. This
audit serves as a basis for the auditors' opinion in the annual report to
stockholders addressing whether the financial statements fairly present the
Company's financial position, results of operations and cash flows. The Audit
Committee's responsibility is to monitor and oversee these processes.
In reviewing the independence of the Company's outside auditors, the Committee
has received from Krouse, Kern & Co., Inc. the written disclosures and letter
regarding relationships between Krouse, Kern & Co., Inc. and its related
entities and the Company and its related entities and has discussed with Krouse,
Kern & Co., Inc. its independence from the Company as required by Independence
Standards Board Standard No. 1. As part of this review, the Committee considered
whether the non-audit services provided by Krouse, Kern & Co., Inc. to the
company during 2001 were compatible with maintaining Krouse, Kern & Co., Inc.'s
independence. The following amounts were billed to Farmers & Merchants Bancorp,
Inc. and its subsidiaries by Krouse, Kern & Co., Inc. and its affiliates during
2001 for audit and non-audit services:
1. Audit fees $ 66,195
2. Tax preparation 3,435
Audit fees include all audit fees in connection with The Company and its
subsidiaries, as well as, the review of the Company's 10-Q filed during 2001.
The Committee considered and concluded that the provision for non-audit services
by Krouse, Kern & Co., Inc. and its affiliates was compatible with maintaining
the independent auditors' independence.
In fulfilling its responsibilities relating to the Company's internal control,
accounting and financial reporting policies and auditing practices, the
Committee has reviewed and discussed with management and Krouse, Kern & Co.,
Inc. the Company's audited financial statements for 2001. In this connection,
the Committee has discussed with Krouse, Kern & Co., Inc. its judgments about
the quality, in addition to the acceptability, of the Company's accounting
principles as applied in its financial reporting, as required by Statement on
Auditing Standards No. 61. Based on these reviews and discussions, the Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on SEC Form 10-K for the year ended
December 31, 2001, for filing with the Securities and Exchange Commission.
Members of the Audit Committee are as follows:
Eugene D. Bernath, Chairman
Julian Giovarelli
Maynard Sauder
Merle J. Short
OTHER INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
During 2001, certain directors, executive officers, members of their immediate
family, and their associates had banking transactions, including loans, in the
ordinary course of business with the Company's bank subsidiary. All loans were
on substantially the same terms, including interest rates and collateral, as
those available at the time for similar transactions with other persons. The
loans did not involve more than a normal risk of collection or have other
unfavorable features. The maximum aggregate amount of loans to directors and
principal officers of the bank subsidiary during 2001 was in the amount of $20
million. This maximum amount occurred in September, 2001. The December 31, 2001
balance of director and principal officer loans in the aggregate of $16.3
million amounts to 27.5% of the equity capital of the bank subsidiary at that
date. As of the date hereof, all of such loans were performing loans.
6
OWNERSHIP OF COMMON STOCK
The following table sets forth the number of shares of Common Stock beneficially
owned at December 31, 2001 by (a) each person who is known by the Corporation to
beneficially own more than five percent of the Common Stock, (b) each director
and nominee, and (c) all directors and officers as a group.
Name and Address of Amounts of Shares of Common
Beneficial Owner Stock Beneficially Owned Percent of Total
---------------- ------------------------ ----------------
Beneficial owners of more than 5%:
None
Beneficial ownership of nominees for director:
Dexter L. Benecke 806 .06%
Eugene D. Bernath 4,254 .33
Jerry L. Boyers 3,380 .26
Joe E. Crossgrove 2,600 .20
Robert G. Frey 3,125 .24
Julian Giovarelli 250 .02
Jack C. Johnson 1,075 .08
Dean E. Miller 7,775 .60
Anthony J. Rupp 2,757 .21
David P. Rupp Jr. 3,140 .24
James C. Saneholtz 325 .03
Maynard Sauder 16,870 1.30
Merle J. Short 4,740 .36
Steven J. Wyse 21,800 1.68
The Directors as a group hold and beneficially own 79,947 shares or 6.15% of the
total outstanding shares of the Corporation as of December 31, 2001. Directors
and executive officers as a group hold and beneficially own 81,887 shares or
6.30% of the total shares outstanding.
In the determination of beneficial ownership, management has limited the
inclusion of shares to members of shareholders' immediate household.
7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The executive officers of the Company receive no compensation from the Company
for services rendered as executive officers of the Company. Instead, they are
paid by the Company's bank subsidiary, The Farmers & Merchants State Bank, for
services rendered in their capacity as executive officers of the Company and its
subsidiaries. The Company and its other non-bank subsidiaries reimburse the Bank
subsidiary for their share of applicable payroll costs. Decisions on
compensation are made by the Executive Salary Committee of The Farmers &
Merchants State Bank.
The following table shows, for fiscal years ended December 31, 2001, 2000 and
1999, the cash compensation paid by the Company and its subsidiaries, as well
as, certain other compensation paid or accrued for those years, to Joe E.
Crossgrove, the President and Treasurer of Farmers & Merchants Bancorp, Inc.,
President and Chief Executive Officer of The Farmers & Merchants State Bank, and
Vice President of Farmers & Merchants Life Insurance Company and the other
executive officers who received compensation in excess of $100,000. The holding
company has no employees; all compensation was paid by the bank subsidiary.
Name and Base Other Annual
Principal Position Year Salary Bonus Compensation
- ------------------ ---- ------------- ------------- ------------
Joe E. Crossgrove 2001 $ 144,750 $ 24,511 $ 18,571
President and Chief 2000 138,406 21,384 17,651
Executive Officer 1999 134,811 18,400 17,129
Edward A. Leininger 2001 $ 92,600 $ 15,931 $ 11,301
Executive Vice President
Rex D. Rice 2001 $ 92,600 $ 15,931 $ 10,838
Executive Vice President
Salary to Joe E. Crossgrove includes directors' fees of $8,400 for 2001, 2000
and 1999.
Other compensation is the annual cost attributable to contributions to the
401(k) profit sharing plan.
No incidental benefits accrue to officers which, in the opinion of management,
are not job related, normal and appropriate in connection with the conduct of
the bank subsidiary's business affairs.
There are no long-term incentive programs or stock option programs in effect.
RETIREMENT INCOME PLAN
The Bank has established a 401(k) profit sharing plan that allows eligible
employees to save at a minimum one percent of eligible compensation on a pre-tax
basis, subject to certain Internal Revenue Service limitations. The Bank will
match 50% of employee 401(k) contributions up to four percent of total eligible
compensation. In addition the Bank may make a discretionary contribution from
time to time as is deemed advisable. A participant is 100% vested in the
participant's deferral contributions and employer matching contributions. A
seven year vesting schedule applies to employer discretionary contributions.
In order to be eligible to participate, the employee must be 21 years of age,
completed six months of service, work 1,000 hours in the plan year and be
employed on the last day of the year. Entry dates have been established at
January 1 and July 1 of each year.
The plan calls for only lump-sum distributions upon either termination of
employment, retirement, death or disability.
8
PERFORMANCE GRAPH
Below is a graph comparing the yearly percentage change in the Company's
cumulative total shareholder return on its common shares with an index for
NASDAQ Stock Market (U.S. Companies) comprised of all domestic common shares
traded on the NASDAQ National Market System, and an index for financial
institutions with total assets greater than $500 million but less than $1
billion as compiled by SNL Securities for the five-year period ended December
31, 2001.
The Board of Directors recognize that the market price of stock is influenced by
many factors, only one of which is performance. The stock price performance
shown on the graph is not necessarily indicative of future performance.
RETURNS ASSUME DIVIDEND REINVESTMENT
INDEXED TO $100 AT L2/31/96
[LINE GRAPH]
PERIOD ENDING
---------------------------------------------------------------------------
INDEX 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
---------------------------------------------------------------------------------------------------------------------
Farmers & Merchants Bancorp, Inc. 100.00 140.93 196.25 213.18 324.79 248.00
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
SNL $500M-$1B Bank Index 100.00 162.56 159.83 147.95 141.62 183.73
*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2001.
Used with permission. All rights reserved.
crsp.com.
SNL SECURITIES LC (804) 977-1600
9
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Directors and principal officers of the bank subsidiary and their associates
were customers of, and had transactions with, the bank subsidiary in the
ordinary course of business during the year 2001. All loans and commitments
included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than normal
risk of collectibility or present other unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors intends to reappoint the firm of Krouse, Kern & Co.,
Inc., independent certified public accountants, to be auditors of the
Corporation and its subsidiaries for the calendar year ending December 31, 2002,
and recommends to shareholders that they vote for ratification of that
appointment. Krouse, Kern & Co., Inc., served as auditors of the Corporation and
its subsidiaries for the year 2001. Although it is not required to do so, the
Board of Directors is submitting the appointment of Krouse, Kern & Co., Inc.,
for ratification by shareholders in order to ascertain the views of the
shareholders. If such appointment is not ratified, the Board will consider, but
not necessarily select other auditors.
Representatives of Krouse, Kern & Co., Inc., will be present at the
shareholders' meeting and will be given the opportunity to make a statement if
they desire to do so. They will also be available to respond to appropriate
questions. The Corporation has been advised by Krouse, Kern & Co., Inc., that no
member of that firm has any financial interest, either direct or indirect, in
the Corporation or its subsidiaries, other than as a depositor, and it has no
connections with the Corporation or its subsidiaries in any capacity other than
that of public accountants.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR RATIFICATION OF THE
RETENTION OF KROUSE, KERN & CO., INC.
PROPOSALS OF SHAREHOLDERS FOR NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2002 Annual
Shareholders' Meeting must be received at the Corporation's offices at 307-11
North Defiance Street, Archbold, Ohio 43502, prior to December 1, 2002 for
inclusion in the proxy statement and form of proxy.
OTHER MATTERS
The Board of Directors does not know of any other matters which are likely to be
brought before the meeting. However, in the event that any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote said proxy in accordance with their judgment on such matters.
The cost of preparing, assembling and mailing this Proxy Statement, the Notice
of Meeting and the enclosed proxy will be borne by the Corporation.
In addition to the solicitation of proxies by use of the mails, the Corporation
will utilize the services of some of its officers as well as regular employees
of the bank subsidiary (who will receive no compensation therefor in addition to
their regular salaries as paid by the bank subsidiary) to solicit proxies
personally and by telephone. The Corporation will request banks and other
custodians, nominees and fiduciaries to forward copies of the proxy material to
their principals and to request authority for the execution of proxies, and will
reimburse such persons for their expenses in so doing.
A COPY OF THE CORPORATION'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR ENDED
DECEMBER 31, 2001 IS ENCLOSED. A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM
10-K FOR SUCH YEAR, WITH EXHIBITS, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ("2001 10-K"), IS AVAILABLE TO ANY SHAREHOLDER FREE OF CHARGE.
SHAREHOLDERS DESIRING A COPY OF THE 2001 10-K SHOULD ADDRESS WRITTEN REQUESTS TO
MR. JOE E. CROSSGROVE, PRESIDENT AND TREASURER OF FARMERS & MERCHANTS BANCORP,
INC., 307-11 NORTH DEFIANCE STREET, ARCHBOLD, OHIO 43502, AND ARE ASKED TO MARK
"2001 10-K REQUEST" ON THE OUTSIDE OF THE ENVELOPE CONTAINING THE REQUEST.
By Order of the Board of Directors
Carol J. England
Secretary
Archbold, Ohio
March 5, 2002
10
APPENDIX A
AUDIT COMMITTEE CHARTER
AUTHORITY
Primary responsibility for the company's financial reporting and internal
operating controls is vested in senior operating management as overseen by the
board of directors (board). The audit committee, composed of four independent
directors, is a standing committee of the board established to assist it in
fulfilling its statutory and fiduciary responsibilities.
The audit committee shall have unrestricted access to company personnel and
documents and will be given the resources necessary to discharge its
responsibilities. The audit committee will meet on a regular basis and call
special meetings as required.
RESPONSIBILITIES
1. Financial reporting
The responsibility of the audit committee in the area of financial
reporting is to provide assurance that financial disclosures made by
management reasonably portrays the company's financial condition,
results of operations and plans and long-term commitments. To
accomplish this, the audit committee will
a. Oversee the external audit coverage, including Annual
nomination of the independent public accountants.
Auditor engagement letters.
Timing of auditor's visits.
Coordination with internal auditing.
Monitoring of audit results.
Review of auditor's performance.
Review of non-audit services.
b. Review accounting policies and policy decision.
c. Review the financial statements, including Interim financial
statements. Annual financial statements, auditor's opinion and
management letters. Other reports requiring approval by the
board before submission to the Securities and Exchange
Commission or other government agencies.
d. Inquire about the existence and substance of any significant
accounting accruals, reserves or estimates made by management
that had or may have a material impact on the financial
statements.
e. Determine the open years on federal income tax returns and
whether there are any significant items that have been or
might be disputed by the Internal Revenue Service and inquire
about the status of related tax reserves.
f. Arrange for periodic reports from management, the independent
public accountant and the internal auditor to assess the
impact of significant regulatory changes and accounting or
reporting developments proposed by the Financial Accounting
Standards Board or the SEC or any other significant matters
that may affect the company.
g. Review with management, management's discussion and analysis
section of the annual report.
h. Ask management and the independent public accountants if there
were any significant reporting or operational issues affecting
the financial statements that were discussed during the
accounting period and, if so, how they were resolved.
i. Obtain from management a notification of issues and responses
whenever a second opinion is sought from an independent public
accountant.
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j. Review the letter of management representations given to the
independent public accountants and inquire whether any
difficulties were encountered in obtained the letter.
k. Prepare a letter, signed by the chairman of the audit
committee, describing the audit committee's activities and
responsibilities. This letter should be included in the annual
report to stockholders.
2. Corporate governance
The responsibility of the audit committee in the area of corporate governance is
to provide assurance the corporation is in reasonable compliance with pertinent
laws and regulations, is conducting its affairs ethically and is maintaining
effective controls against employee conflict of interest and fraud. To
accomplish this, the audit committee will
a. Review corporate policies relating to compliance with laws and
regulations, ethics, conflict of interest and the
investigation of misconduct or fraud.
b. Review current and pending litigation or regulatory
proceedings bearing on corporate governance in which the
corporation is a party.
c. Review significant cases of employee conflict of interest,
misconduct or fraud.
d. Require the internal auditor to report in writing annually on
the scope of reviews of corporate governance and any
significant findings.
e. Review in-house policies and procedures for regular review of
officers expenses and perquisites, including use of corporate
assets.
f. Review and approve the internal audit charter that explains
the functional and organizational framework for providing
services to management and to the audit committee, including
the purpose, responsibility, authority and reporting
relationships of the internal audit function.
g. Review and approve management's appointment and termination of
the company's director of internal auditing.
h. Review plans and budgets to determine that internal audit
objectives and goals, staffing plans, financial budgets and
audit schedules provide for adequate support of the audit
committee's goals and objectives.
i. Determine the extent to which the planned audit scope of
internal auditing and the independent public accountant can be
relied on to detect fraud or weaknesses in internal controls,
and review management's plans to monitor compliance with these
internal controls.
j. Discuss with the internal auditor and the independent public
accountant the review of the company's electronic data
processing procedures and controls and inquire about specific
security programs to protect against computer fraud or misuse
both within and outside the company.
k. Meet regularly with the company's general counsel to discuss
legal matters that may have a significant impact on the
company.
3. Internal Control
It is incumbent on the audit committee to fulfill its oversight responsibilities
without unnecessary or inappropriate intervention with the prerogatives of
corporate management. Nevertheless, to carry out its responsibility, the audit
committee must
a. Meet privately with the independent public accountants to
discuss pertinent matters, including quality of management,
financial, accounting and internal audit personnel, and to
determine if any restrictions have been placed by management
on the scope of their examination or if there are other
matters that should be discussed with audit committee.
12
b. Provide for periodic quality assurance reviews to ensure that
the internal auditing function is operating in accordance with
the Standards for the Professional Practice of Internal
Auditing. Request information on the results of the most
recent peer review of external auditors and the nature of any
needed corrective measures.
c. Review different aspects of the company on a planned basis to
ensure a general understanding of the operations and
functional areas of the organization.
d. Direct special investigations into significant matters brought
to its attention within the scope of its duties.
e. Review this charter annually and propose to the board any
recommended changes.
f. Report audit committee activities to the board regularly.
13
PROXY
FARMERS & MERCHANTS BANCORP, INC.
ARCHBOLD, OHIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY BE REVOKED AT ANY TIME
PRIOR TO ITS EXERCISE, BY OBTAINING THE PROXY FROM THE SECRETARY, WHO WILL GIVE
YOU THE PROXY UPON ORAL OR WRITTEN REQUEST.
The undersigned hereby appoints Eugene Bernath or any one or more of them, the
attorneys and proxies of the undersigned, with power of substitution to act with
respect to all shares of the Capital Stock of Farmers & Merchants Bancorp, Inc.
registered in the name of the undersigned, with all powers which the undersigned
would possess if personally present at the Annual Meeting of the Shareholders of
Farmers & Merchants Bancorp, Inc. to be held in the Founders Hall at Sauder
Village, State Route 2, Archbold, Ohio, on Saturday, April 6, 2002, at 1:00
P.M., EST, and at any adjournments thereof, and to vote as follows:
1. Fixing the number of Directors to be elected at 14 and the election of
the 14 nominees namely: Dexter Benecke, Eugene Bernath, Jerry L.
Boyers, Joe E. Crossgrove, Robert Frey, Julian Giovarelli, Jack
Johnson, Dean Miller, Anthony Rupp, David P. Rupp Jr., James Saneholtz,
Maynard Sauder, Merle Short, and Steven J. Wyse.
For Withhold Authority
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IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE DRAW A LINE
THROUGH THE NOMINEE'S NAME.
2. To ratify the appointment of Krouse, Kern & Co., Inc., as independent
auditors of the Corporation and its subsidiaries for the calendar year
ending December 31, 2002.
3. To transact any and all other business as may properly come before the
meeting or any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS LISTED
ABOVE UNLESS INDICATED TO THE CONTRARY. IF ANY OTHER BUSINESS IS PRESENTED AT
SAID MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
SAID MEETING.
The majority of said attorneys and proxies at said meeting and adjournments
thereof, (or if only one be present, then that one), shall have and may exercise
all of the powers of said attorneys and proxies.
DATED , 2002
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(If signed in a fiduciary capacity, please give full fiduciary title. If signed
by a corporation, sign the full corporate name followed by the signature of the
duly authorized officer. If signed by an agent, attach the instrument
authorizing the agent to execute the proxy or a photocopy thereof.)
Please sign and date the Proxy and return it in the enclosed envelope.
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INVITATION TO FAMILY STYLE SIT-DOWN LUNCHEON
12:00 P.M., April 6, 2002
Founders Hall at Sauder Village
To: Shareholders of Farmers & Merchants Bancorp, Inc.
A family style luncheon for shareholders and one guest will be held in the
Founders Hall at Sauder Village beginning at 12:00 P.M., April 6, 2002.
Musical entertainment will be provided during the luncheon hour.
Please return your reservation together with your Proxy in the
self-addressed envelope enclosed.
Your attendance at the Annual Meeting immediately following the family style
sit-down luncheon will give you an opportunity to become acquainted with other
shareholders and become better informed on the operations of your bank.
Sincerely,
Joe E. Crossgrove
President and
Chief Executive Officer
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RESERVATION FOR FAMILY STYLE SIT-DOWN LUNCHEON
12:00 P.M. Founders Hall, April 6, 2002
I will attend with a guest
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I will attend
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Signature
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