UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
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[ ] Soliciting Material Pursuant to Section 240.14a-12
Killbuck Bancshares, Inc.
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(Name of Registrant as Specified In Its Charter)
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CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
KILLBUCK BANCSHARES, INC.
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL SHAREHOLDERS MEETING
APRIL 26, 2004
KILLBUCK BANCSHARES, INC.
165 N. Main Street
Killbuck, OH 44637
----------------------------------
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD
April 26, 2004
TO THE HOLDERS OF SHARES OF COMMON STOCK:
Notice is hereby given that the Annual Meeting of the Shareholders of
Killbuck Bancshares, Inc. (the "Corporation") will be held at the main office of
the Corporation, 165 N. Main Street, Killbuck, Ohio, on Monday, April 26, 2004,
at 7:30 p.m. (local time), for the purpose of considering and voting upon the
following matters:
1. The election of three Directors (to be elected to Class C of the
Corporation's staggered Board of Directors) to serve a three-year term
or until their successors shall have been elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof. The Board of Directors at present knows of
no other business to be presented by or on behalf of the Corporation.
Shareholders of record at the close of business on March 20, 2004, are
the only shareholders entitled to notice of and to vote at the Annual
Shareholders Meeting.
By order of the Board of Directors
/s/ Luther E. Proper
Luther E. Proper,
President and Chief Executive Officer
March 20, 2004
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED.
KILLBUCK BANCSHARES, INC.
KILLBUCK, OHIO
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Killbuck Bancshares, Inc. (the "Corporation") of
proxies to be voted at the Annual Meeting of Shareholders to be held on Monday,
April 26, 2004, in accordance with the foregoing notice.
Killbuck Bancshares, Inc. is a registered bank holding company of which
The Killbuck Saving Bank Company (hereinafter collectively "Corporation") is its
principal subsidiary.
The solicitation of proxies on the enclosed form is made on behalf of
the Board of Directors of the Corporation. All costs associated with the
solicitation will be borne by the Corporation. The Corporation does not intend
to solicit proxies other than by use of the mails, but certain officers and
regular employees of the Corporation or its subsidiaries, without additional
compensation, may use their personal efforts, by telephone or otherwise, to
obtain proxies. The proxy materials are first being mailed to shareholders on or
about March 20, 2004.
Any shareholder executing a proxy has the right to revoke it by the
execution of a subsequently dated proxy, by written notice delivered to the
Secretary of the Corporation prior to the exercise of the proxy or in person by
voting at the meeting. The shares will be voted in accordance with the direction
of the shareholder as specified on the proxy. In the absence of instructions,
the proxy will be voted "FOR" the election of the three persons listed in this
Proxy Statement.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record at the close of business on March 20, 2004,
will be eligible to vote at the Annual Meeting or any adjournment thereof. As of
March 20, 2004, the Corporation had outstanding 664,173 shares of no par value
common stock. Shareholders are entitled to one vote for each share of common
stock owned as of the record date.
All Directors and Executive Officers of the Corporation as a group
(comprised of eleven individuals), beneficially held 22,172 shares of the
Corporation's common stock as of March 20, 2004, representing 3.34 percent of
the outstanding common stock of the Corporation.
PRINCIPAL SHAREHOLDERS
To the Corporation's knowledge, except as noted below, no person or
entity owns beneficially, directly or indirectly, 5 percent or more of the
Corporation's outstanding common stock as of March 20, 2004.
AMOUNT AND NATURE OF % OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
- ------------------------------------ ----------------------- -----
The Holmes Limestone Co. 45,120 Shares(2) 6.79%
P.O. Box 295
Berlin, Ohio 44610
Thomas D. Gindlesberger 35,000 Shares(2) 5.27%
401 Port Washington Road
Millersburg, Ohio 44654
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(1) All shares subject to sole voting and investment power unless otherwise
indicated.
(2) The source for this information is a Form SC 13-G, as filed by
shareholder with the Securities and Exchange Commission on August 27,
1998.
PROPOSAL #1 ELECTION OF DIRECTORS AND INFORMATION
WITH RESPECT TO DIRECTORS AND OFFICERS
CLASSIFICATION SYSTEM FOR THE ELECTION OF DIRECTORS
The Corporation has a staggered system for the election of Directors.
Directors are divided into three classes as nearly equal in number as possible.
The Corporation has nine Directors, and they are elected to serve a three-year
term. The three nominees receiving the greatest number of votes will be elected
as Directors. There is no minimum number of votes required to elect a Director.
Shares represented at the annual meeting in person or by proxy but withheld or
otherwise not cast for the election of directors, including abstentions and
broker non-votes, will have no impact on the outcome of the election. The Board
of Directors has no policy regarding Board member attendance at the annual
meeting of shareholders. All nine Directors were in attendance at last year's
meeting of the shareholders.
2
INFORMATION WITH RESPECT TO NOMINEES
The following information is provided with respect to each Class C
(term to expire in 2004) nominee for Director and each present and continuing
Director whose term of office extends beyond the Annual Meeting of the
Corporation's Shareholders.
Principal Occupation During Director of the
Name and Age Past Five Years Corporation Since
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Ted Bratton Farmer 1999
(Age 42)
Term expires 2004
Max A. Miller Attorney-at-Law 2001
(Age 48)
Term expires 2004
Michael S. Yoder Owens-Brockway 1994
(Age 61) (Retired 1999)
Term expires 2004
THE DIRECTORS UNANIMOUSLY RECOMMEND A VOTE IN FAVOR OF THIS PROPOSAL #1.
INFORMATION WITH RESPECT TO DIRECTORS NOT STANDING FOR REELECTION
Principal Occupation During Director of the
Name and Age Past Five Years Corporation Since
------------ --------------------------- -----------------
John W. Baker Retired 1992
(Age 59) (President, Burgett Insurance through
Term expires 2005 December 31, 1997)
Richard L. Fowler President, Mobile Homes of Ohio 1992
(Age 73)
Term expires 2005
Kenneth E. Taylor Farmer 1992
(Age 51)
Term expires 2005
Dean J. Mullet President, Mullet Cabinet 1996
(Age 52)
Term expires 2006
3
Luther E. Proper President and CEO, Killbuck Bancshares, 1992
(Age 55) Inc. and The Killbuck Savings Bank Co.
Term expires 2006 Mr. Proper's term as executive officer
is subject to annual renewal by
resolution of the Board of Directors.
Allan R. Mast Co-Owner Holmes M&M Construction 1992
(Age 54)
Term expires 2006
The business experience of each of the above-listed nominees and
Directors during the past five years was that typical to a person engaged in the
principal occupation listed. Unless otherwise indicated, each of the nominees
and Directors has had the same position or another executive position with the
same employer during the past five years.
Shareholders desiring to nominate individuals to serve as Directors may
do so by following the procedure outlined in the Corporation's Code of
Regulations requiring advance notice to the Corporation of such nomination and
certain information regarding the proposed nominee.
SECURITY OWNERSHIP OF MANAGEMENT
Shares of Corporation Percentage of Beneficial
Common Stock Owned Ownership as of 3/20/04
Name Beneficially as of 3/20/04
Max A. Miller 500 .08%
John W. Baker 106 .02%
Ted Bratton(1) 245 .04%
Richard L. Fowler (2) 8,787 1.32%
Craig A. Lawhead (3) 1,795 .27%
Allan R. Mast (4) 1,980 .30%
Dean J. Mullet 150 .02%
Luther E. Proper 6,700 1.01%
Kenneth E. Taylor 1,459 .22%
Michael S. Yoder(5) 400 .06%
Diane S. Knowles 50 .01%
All directors and executive officers
as a group (11 persons) 22,172 3.34%
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(1) Includes 118 shares owned individually, 107 shares owned jointly with
spouse and 20 shares owned individually by son.
(2) Includes 4,700 shares owned individually and 4,087 shares owned jointly
with spouse.
(3) Includes 680 shares owned individually, 1,095 shares owned jointly with
spouse and 20 shares owned by daughter.
(4) Includes 375 shares owned individually, 905 shares owned jointly with
spouse and 700 shared owned by Holmes M&M Construction
(5) Includes 250 shares owned individually and 150 shares owned individually
by spouse.
4
COMMITTEES AND COMPENSATION OF, AND COMMUNICATIONS WITH, THE BOARD OF DIRECTORS
Committees
The Board of Directors conducts its business through meetings of the
Board and through its committees. In accordance with the Code of Regulations of
the Corporation, the Board of Directors has appointed and maintains an Audit
Committee, Nominating and Governance Committee, Executive Committee, and
Investment & Funds Committee and Loan Committee.
As of January 12, 2004, the Corporation's nominating function will be
performed by a newly formed Nominating and Governance Committee, which is
comprised of the same members as the Corporation's Executive Committee. The
nominating function was previously handled by the entire Board of Directors of
the Corporation. In conducting its nominating function, the Nominating and
Governance Committee is responsible for making annual nominations for Directors
to fill vacancies created by expired terms of Directors and from time to time,
making appointments to fill vacancies created prior to the expiration of a
Director's term. During 2003, the full Board of Directors met once to consider
and act upon the nomination of Directors. Each member of the Nominating and
Governance Committee meets the independence requirements prescribed under Rule
4200 of the NASDAQ Marketplace listing standards. A copy of the Nominating and
Governance Committee Charter is attached as an appendix to this proxy statement.
While the Nominating and Governance Committee will consider nominees recommended
by shareholders, it has not actively solicited recommendations from the
Company's shareholders for nominees, nor has it established any policy or
procedures for this purpose. The Nominating and Governance Committee has
determined that based upon the Corporation's size and the accessibility of the
directors and executive management to the shareholders, no such policy or
procedures are presently required.
The Executive Committee of the Board is also responsible for
administering the Corporation's employee benefit plans; setting the compensation
of the President and Chief Executive Officer; reviewing the criteria that form
the basis for management's officer and employee compensation recommendations and
reviewing management's recommendations in this regard. The Executive Committee
is composed of Messrs. Baker, Bratton, Fowler, Miller and Mast (Chairman). The
Executive Committee met 12 times during 2003.
The Corporation's Audit Committee has been established by and amongst
the Board for the purpose of overseeing the accounting and financial reporting
processes of the Corporation and the audits of its financial statements. In this
capacity, the Audit Committee reviews with the Corporation's independent
auditors, the audit plan, the scope and results of their audit engagement and
the accompanying management letter, if any; reviews the scope and results of the
Corporation's internal auditing procedures; consults with the independent
auditors and management with regard to the Corporation's accounting methods and
the adequacy of its internal accounting controls; approves all professional
services provided by the independent auditors; reviews the independence of the
independent auditors; and reviews the range of the independent auditors' audit
and nonaudit fees. The Audit Committee is composed of Messrs. Baker, Mast,
Taylor and Yoder (Chairman). All members of the Audit Committee met the
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independence standards of Rule 4200 of the NASDAQ Marketplace listing standards.
The Audit Committee operates pursuant to a written charter that is attached as
an appendix to this Proxy Statement. The Audit Committee met 4 times during
2003.
The Investment & Funds Committee is responsible for reviewing the
securities portfolio of the Corporation and makes recommendations to the full
Board on matters affecting the market for the Corporation's common stock and the
Corporation's dividend policy.
The Loan Committee reviews loan policy matters and approves loan
requests as required by internal policy.
The Board of Directors of the Corporation meets bi-monthly for its
regular meetings and upon call for special meetings. During 2003, the Board met
24 times. All Directors of the Corporation attended at least 75 percent of the
Board and Committee Meetings that they were scheduled to attend during 2003.
Director Compensation
Directors of the Corporation and its subsidiary, The Killbuck Savings
Bank Company, received an annual retainer of $8,400 during 2003. The Chairman of
the Board received an annual retainer of $10,800. Effective January 1, 2004, the
fee stayed the same. In addition, committee members receive $150 per committee
meeting attended.
Communications with the Board of Directors
The Board of Directors has not established a formal process for
security holders to send communications to the board of directors. The Board of
Directors has determined that in light of the general accessibility of the
directors in the community served by the Company, no such process is required.
AUDIT COMMITTEE REPORT
The Audit Committee of the Corporation's Board of Directors (the
"Committee") is composed of four directors, each of whom is independent as
defined by the National Association of Securities Dealers' listing standards,
and operates under a written charter adopted by the Board of Directors. The
members of the Committee are directors Baker, Mast, Taylor and Yoder. The
Committee recommends to the Board of Directors the selection of the
Corporation's independent accountants.
Management is responsible for the Corporation's internal controls and
the financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee the
processes.
6
In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Corporation's consolidated financial statements were prepared
in accordance with generally accepted accounting principles, and the Committee
has reviewed and discussed the consolidated financial statements with management
and the independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication with Audit Committees).
The Corporation's independent accountants also provided to the
Committee the written disclosures and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Committee discussed with the independent accountants that firm's
independence. The Committee has considered whether the provision of non-audit
services by the independent accountants to the Corporation and its subsidiaries
is compatible with maintaining the independence of the independent accountants.
Based upon the Committee's discussion with management and the
independent accountants and the Committee's review of the representation of
management and the report of the independent accountants to the Committee, the
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2003 filed with the Securities and Exchange
Commission.
Michael S. Yoder, Chairman
John W. Baker
Allen R. Mast
Kenneth E. Taylor
The Corporation's independent accountants billed the aggregate fees
shown below for audit and all other services rendered to Corporation and its
subsidiaries for fiscal years 2002 and 2003, respectively.
2002 2003
---- ----
Audit Fees: $35,900 $40,470
Audit-Related Fees: $0 $0
Tax Fees: $7,500 $8,000
All Other Fees: $27,750(1) $0
- ----------
(1) "All Other Fees" paid for fiscal year 2002 related to internal auditing
services
7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following remuneration table sets forth all direct remuneration
paid by the Bank in 2003, 2002, and 2001 to the Corporation's President and
Chief Executive Officer, Executive Vice President and Chief Financial Officer.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------
Mr. Luther E. Proper 2003 $163,918 $26,191 $1,120
President and Chief Executive Officer 2002 $148,215 $25,260 $1,052
2001 $138,757 $27,029 $943
Mr. Craig A. Lawhead 2003 $100,548 $15,127 -
Executive Vice President 2002 $95,250 $14,252 -
2001 $90,000 $15,460 -
Ms. Diane S. Knowles 2003 $96,942 $13,921 -
Chief Financial Officer 2002 $91,588 $13,016 -
2001 $86,675 $7,876 -
REPORT OF THE EXECUTIVE COMMITTEE OF KILLBUCK BANCSHARES, INC. ON COMPENSATION
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Corporation is required to provide certain data and information in
regard to the compensation and benefits provided to the Corporation's President
and Chief Executive Officer and, if applicable, the four other most highly
compensated Executive Officers, whose compensation exceeded $100,000 during the
Corporation's fiscal year. The disclosure requirements, as applied to the
Corporation, include the Corporation's President and Chief Executive Officer,
Mr. Luther E. Proper, Executive Vice President, Mr. Craig A. Lawhead and Chief
Financial Officer, Ms. Diane S. Knowles. The Executive Committee of the
Corporation has the responsibility of determining the compensation policy and
practices with respect to all Executive Officers. At the direction of the Board
of Directors, the Executive Committee has prepared the following report for
inclusion in this Proxy Statement.
Compensation Philosophy. This report reflects the Corporation's
compensation philosophy as endorsed by the Executive Committee. The Executive
Committee makes a recommendation regarding the level of compensation for Mr.
Proper. The Executive Committee determines the level of compensation for all
other Executive Officers within the constraints of the amounts approved by the
Board.
8
Essentially, the executive compensation program of the Corporation has
been designed to:
- Support a policy that rewards Executive Officers for positive
corporate performance;
- Motivate key Executive Officers to advance the strategic business
goals of the Corporation; and
- Provide competitive executive compensation opportunities that
allow the Corporation to compete for and retain talented
executives who are critical to the Corporation's long-term
success.
Salaries. Effective January 1, 2003, the Executive Committee
recommended and the Board increased the salary paid to Mr. Proper. The increase
reflected consideration of competitive data reported in compensation surveys and
the Executive Committee's subjective assessment of the performance of such
executives over the intervening year and recognition of the Corporation's
performance during 2002. In addition, the Executive Committee approved
compensation increases for all other Executive Officers of the Corporation.
Cash Bonus Plan. The Corporation maintains a cash bonus plan (the
"Bonus Plan") which allocates a portion of the Corporation's net income for the
purpose of employee cash bonuses on an annual basis. The award of a bonus to any
employee under the terms of the Bonus Plan is wholly discretionary and in the
case of Mr. Proper is determined by the Board of Directors upon the
recommendation of the Executive Committee, and in all other cases is determined
by the Executive Committee upon recommendation of management.
It is the Executive Committee's policy that a significant portion of
executive compensation should be payable in an annual bonus, such bonus to be
based principally upon the overall financial performance of the Corporation.
THIS REPORT ON COMPENSATION IS SUBMITTED BY THE EXECUTIVE COMMITTEE MEMBERS:
John Baker
Richard Fowler
Ted Bratton
Max Miller
Allan Mast
EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
AND OTHER RELATED TRANSACTIONS
The following individuals served as members of the Executive Committee
during the last completed fiscal year: John Baker; Richard Fowler; Ted Bratton;
Max Miller; and Allan Mast. Additionally, Luther E. Proper, the Corporation's
President and Chief Executive Officer served as an Ex Officio member of the
Executive Committee of the Corporation, which is responsible for compensation
matters (see "Report of the Executive Committee of Killbuck Bancshares, Inc. on
Compensation" in this Proxy Statement). Although Mr. Proper attends meetings of
the Executive
9
Committee as an Ex Officio member, he did not attend those portions of
meetings, nor participate in any decisions, regarding his own
compensation as an Executive Officer.
In addition, Directors of the Corporation and their associates were
customers of, and have had transactions with, the Corporation in the ordinary
course of business during 2003. These transactions consisted of extensions of
credit by the Corporation in the ordinary course of business and were made on
substantially the same terms as those prevailing at the time for comparable
transactions with other persons. In the opinion of the management of the
Corporation, those transactions do not involve more than a normal risk of being
collectible or present other unfavorable features. The Corporation expects to
have, in the future, banking transactions in the ordinary course of its business
with Directors and their associates on the same terms, including interest rates
and collateral on loans, as those prevailing at the time of comparable
transactions with others.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
10
PERFORMANCE GRAPH - FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Corporation include in this Proxy Statement a
line-graph presentation comparing cumulative five-year shareholder returns on an
indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Corporation. The Corporation has selected the Dow Jones Equity Market Index and
the Dow Jones Regional Bank Index for purposes of this performance comparison.
The chart below compares the value of $100 invested on December 31, 1998, in the
Corporation's stock, the Dow Jones Total Market Index and the Dow Jones Bank
Index.
[LINE GRAPH]
ASSUMES $100 INVESTED ON DECEMBER 31, 1998
IN KILLBUCK BANCSHARES, INC. COMMON STOCK
DOW JONES TOTAL MARKET INDEX & DOW JONES BANK INDEX
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
12/31/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002 12/31/2003
---------- ---------- ---------- ---------- ---------- ----------
Killbuck Bancshares, Inc. $100.00 $107.09 $106.72 $105.60 $108.80 $113.30
Dow Jones Total Market Index $100.00 $122.72 $111.35 $ 98.08 $ 76.43 $ 99.92
Dow Jones Bank Index $100.00 $ 88.03 $103.74 $103.25 $101.30 $134.67
11
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file reports
with regard to their ownership of Corporation Shares, and changes in such
ownership, with the Securities and Exchange Commission. Officers, Directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Corporation or written representations that no Form 5s were required, the
Corporation believes that during 2003 all Section 16(a) filing requirements
applicable to its Officers and Directors were complied with. The Corporation has
no shareholders who are ten percent beneficial owners.
SELECTION OF AUDITORS
S. R. Snodgrass, A.C. has been appointed to serve as the Independent
Auditor for the Corporation and its subsidiary for the fiscal year ended
December 31, 2003. It is the intention of the Corporation to appoint S. R.
Snodgrass, A.C. as Independent Auditor for 2004. Representatives of S. R.
Snodgrass, A.C. are expected to be present at the Annual Meeting to respond to
appropriate questions from shareholders and to have the opportunity to make any
statements they consider appropriate.
SHAREHOLDER PROPOSALS
If any stockholder of the Corporation wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Corporation to be held in 2005, the proposal must be received by the
Secretary of the Corporation at the principal executive offices of the
Corporation, 165 N. Main Street, Killbuck, Ohio 44637, prior to the close of
business on November 20, 2004. On any other proposal raised by a stockholder for
next year's annual meeting, the Corporation intends that proxies received by it
will be voted in the interest of the Corporation in accordance with the judgment
of the persons named in the proxy and the proposal will be considered untimely,
unless notice of the proposal is received by the Corporation not later than
February 4, 2005.
The Corporation's Code of Regulations establish advance notice
procedures as to the nomination, other than by or at the direction of the Board
of Directors, of candidates for election as directors. In order to make a
director nomination at a stockholder meeting, it is necessary that you notify
the Corporation: (i) with respect to an election to be held at an annual meeting
of Shareholders, not fewer than 45 days in advance of the corresponding date for
the date of the preceding year's annual meeting of Shareholders, and (ii) with
respect to an election to be held at a special meeting of Shareholders for the
election of Directors, the close of business on the seventh day following the
date on which notice of such meeting is first given to Shareholders. Therefore a
shareholder desiring to make a nomination for consideration at the annual
meeting of the Corporation in 2005 must provide notice of such nominee to the
Corporation not later than
12
March 12, 2005. In addition, the notice must meet all other requirements
contained in the Corporation's Code of Regulations. Any stockholder who wishes
to take such action should obtain a copy of the Code of Regulations and may do
so by written request addressed to the Secretary of the Corporation at the
principal executive offices of the Corporation.
OTHER MATTERS
The Board of Directors of the Corporation is not aware of any other
matters that may come before the meeting. However, the enclosed Proxy will
confer discretionary authority with respect to matters which are not known to
the Board of Directors at the time of printing hereof and which may properly
come before the meeting. A copy of the Corporation's 2003 report filed with the
Securities and Exchange Commission, on Form 10-K, will be available without
charge to shareholders on request. Address all requests, in writing, for this
document to: Mr. Luther E. Proper, President & CEO, Killbuck Bancshares, Inc.,
165 N. Main Street, Killbuck, Ohio 44637.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
Only one Proxy Statement and Annual Report are being delivered to
multiple security holders sharing an address unless the Corporation has received
contrary instructions from one or more of the security holders. The Corporation
will deliver promptly, upon written or oral request, a separate copy of the
Proxy Statement and Annual Report to a security holder at a shared address to
which a single copy of the documents was delivered. To request separate delivery
of these materials now or in the future, a security holder may submit a written
request to the Secretary of Killbuck Bancshares, Inc. at 165 N. Main Street,
Killbuck, Ohio 44637 or call (330) 276-4881. Additionally, any security holders
presently sharing an address who are receiving multiple copies of the Proxy
Statement and Annual Report and would like to receive a single copy of such
materials may do so by directing their request to the Corporation in the manner
provided above.
13
KILLBUCK BANCSHARES, INC.
165 N. MAIN STREET, KILLBUCK, OHIO 44637
PROXY
PLEASE SIGN AND RETURN IMMEDIATELY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2004
The undersigned hereby appoints LUTHER E. PROPER, RICHARD L. FOWLER AND
MICHAEL S. YODER, or any one of them (with full power of substitution for me and
in my name, place and stead), to vote all the common stock of said Corporation,
standing in my name on its books on March 20, 2004, at the stockholders meeting,
to be held at THE MAIN OFFICE OF SAID CORPORATION LOCATED AT 165 N. MAIN STREET,
KILLBUCK, OHIO ON APRIL 26, 2004 AT 7:30 P.M. (local time), or any adjournments
thereof, upon all matters as set forth in the Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged.
1. ELECTION OF THREE DIRECTORS TO CLASS C
The Board of Directors recommends a vote "For" the election of the
following nominees to the Corporation's Board of Directors:
Ted Bratton Max A. Miller Michael S. Yoder
For All the Nominees Withholding Authority for All the Nominees
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TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE NOMINEES, DRAW A LINE
THROUGH SUCH NOMINEE'S NAME.
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR AN ADJOURNMENT
THEREOF.
This proxy will be voted as directed above, and if no direction is given, will
be voted FOR PROPOSAL 1.
Dated: ______________, 2004 _______________________________________
_______________________________________
Signatures of stockholder(s)
THIS PROXY MUST BE SIGNED EXACTLY AS THE NAME APPEARS HEREON.
(WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN,
PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.)