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.__)
[X] Filed by Registrant
[ ] Filed by a Party other than the Registrant
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 167; 240.14a-12
FC BANC CORP.
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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 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):(1)
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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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FC BANC CORP.
Farmers Citizens Bank Building
123 North Sandusky Avenue
P.O. Box 567
Bucyrus, Ohio 44820
(419) 562-7040
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of FC Banc Corp. Proxies solicited by the
board will be voted at FC Banc Corp.'s Annual Meeting of Shareholders to be held
on Wednesday, March 27, 2002 at the Bucyrus Public Library, Community Room, 200
East Mansfield Street, Bucyrus, Ohio at 1:00 p.m. local time, or at any
adjournment or postponement thereof. This Proxy Statement, together with the
Notice of Annual Meeting, Proxy, and Annual Report of FC Banc Corp. for the
fiscal year ended December 31, 2001, are first being mailed to shareholders on
or about March 7, 2002. The date of this Proxy Statement is February 28, 2002.
The Annual Report is not to be treated as part of the proxy solicitation
materials or as having been incorporated herein by reference.
ACTIONS TO BE TAKEN AT THE MEETING
Shareholders will be asked to elect three individuals to serve as
directors for the term ending at the 2005 annual meeting. Shareholders will also
be asked at the annual meeting to ratify the board's appointment of S.R.
Snodgrass, A.C. to serve as independent auditors of FC Banc Corp. for the fiscal
year ending December 31, 2002.
RECORD DATE AND OUTSTANDING SHARES
If you were a shareholder of record at the close of business on
February 11, 2002, you are entitled to vote at the annual meeting. FC Banc
Corp.'s outstanding stock consists solely of common stock, of which 579,862
shares were issued and outstanding at the close of business on the record date.
QUORUM
When represented at the annual meeting in person or by proxy, a
majority of the voting power of FC Banc Corp. will constitute a quorum. If a
quorum is not present, a majority of the voting power present may adjourn the
meeting. At any adjourned meeting at which a quorum is present, any business may
be transacted that might have been transacted at the meeting as originally
called.
VOTE REQUIRED
Each outstanding share of FC Banc Corp. common stock is entitled to one
vote. Shareholders are not entitled to cumulate their votes in the election or
removal of directors or otherwise.
A plurality of votes cast is sufficient to elect directors, meaning the
individuals receiving the greatest number of votes will be elected to serve as
director.
VOTING AND REVOCATION OF PROXIES
When your proxy is properly executed and returned to FC Banc Corp.,
your shares will be voted at the annual meeting in accordance with your
directions. If you do not give directions, the shares will be voted in favor of
election of the nominees identified herein, in favor of ratifying the
appointment of FC Banc Corp.'s independent auditors, and in the best judgment of
the proxy holders on any other matters that properly come before the annual
meeting.
1
You may revoke a proxy at any time before it is voted by
o attending the meeting and voting in person (but attendance will
not by itself constitute revocation),
o filing with the Secretary another proxy duly executed and bearing
a later date, or
o giving to the Secretary written notice of the proxy revocation at
or before the meeting.
If you decide to revoke your proxy, please give written notice of
revocation to Mr. Terry L. Gernert, Secretary, at P.O. Box 567, Bucyrus, Ohio
44820.
ABSTENTIONS AND BROKER NON-VOTES
Shares represented by a proxy directing abstention on any proposal will
not be voted on that proposal, but will be included in calculating the number of
shares present at the annual meeting. For the election of directors, a plurality
of the votes cast is sufficient to elect directors. Abstentions and broker
non-votes will therefore have no effect on the election of directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the February 11, 2002 record date, no person owns of record or is
known by FC Banc Corp. to be the beneficial owner of more than 5% of FC Banc
Corp. common stock, except as may be indicated in the table below. The table to
follow shows the beneficial ownership of FC Banc Corp. common stock on the
record date by
o each director and director nominee and each executive officer
identified in the Summary Compensation Table below, and
o all directors and executive officers of FC Banc Corp. as a
group.
For purposes of this table, a person is considered to beneficially own
any shares over which he or she exercises sole or shared voting or investment
power or of which he or she has the right to acquire beneficial ownership within
60 days. Unless otherwise indicated, voting power and investment power are
exercised solely by the person named in the table or shared with members of his
or her household. Shares deemed to be outstanding for purposes of computing
"Percent of Common Stock" are calculated on the basis of 579,862 shares
outstanding, plus the number of shares a person or group has the right to
acquire within 60 days.
Shares beneficially Shares acquirable Percent of
FC Banc Corp. directors, nominees and named executive officers owned within 60 days by common stock
exercise of options
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David G. Dostal ................................................... 2,348 4,640 1.1 %
Patrick J. Drouhard ............................................... 200 720 (4)
Terry L. Gernert .................................................. 27,735(1) 4,440 5.1 %
Samuel J. Harvey .................................................. 1,000 1,080 (4)
G.W. Holden ....................................................... 7,402(2) 19,090 4.2 %
Robert D. Hord .................................................... 4,544 4,640 1.5 %
Charles W. Kimerline .............................................. 2,452 4,640 1.1 %
John O. Spreng .................................................... 1,024 2,840 (4)
Joan C. Stemen .................................................... 18,264(3) 3,540 3.5 %
All FC Banc Corp. directors, nominees and executive officers as a
group (11 persons) ................................................ 65,025 46,150 17.8 %
(1) Includes 7,084 shares held in his custodial individual retirement
accounts. Also includes 2,515 shares held in his spouse's custodial
individual retirement account and 1,779 shares held directly by his
wife. Mr. Gernert disclaims beneficial ownership of shares held by his
spouse.
(2) Includes 200 shares held by Mr. Holden's sons, W. Gregory Holden (100)
and Stephen M. Holden (100), respectively. Note: G. W. Holden's
employment and positions as President and Chief Executive Officer of FC
Banc Corp. and The Farmers Citizens Bank were terminated by action of
the Board of Directors on February 19, 2002, and Mr. Holden
subsequently resigned as a director of both companies.
2
(3) Includes 10,592 shares held by Mrs. Joan C. Stemen's spouse. Mrs.
Stemen disclaims beneficial ownership of shares held by her spouse.
(4) Less than 1%.
FIRST PROPOSAL - ELECTION OF DIRECTORS
Article Eighth of FC Banc Corp.'s articles of incorporation provides
for three classes of directors, each class serving a term of three years. Under
Section 2.2 of FC Banc Corp.'s regulations, the board may consist of no fewer
than 5 and no more than 12 directors, the precise number being fixed from time
to time by shareholders. The number of directors is currently fixed at nine.
Although the board has no reason to believe that any of the nominees will
decline or be unable to serve as a director, should that occur the proxy holders
will vote for such other person or persons as may be designated by the board.
Director nominees and Age Director Current Principal occupation in
continuing directors since term expires the last 5 years
- ------------------------- ------- --------- ------------- ----------------------------------------------------
NOMINEES FOR THE TERM ENDING IN 2005:
Patrick J. Drouhard 50 2000 2002 A native of Loudonville, Patrick J. Drouhard has
served for more than 14 years as Superintendent
of the Cardington-Lincoln School District,
Cardington, Ohio. Mr. Drouhard served as an
advisory board member to The Farmers Citizens
Bank's Cardington Office before joining FC Banc
Corp.'s board in 2000
Samuel J. Harvey 66 1999 2002 Samuel J. Harvey was Mayor of the Village of
Cardington, Morrow County, Ohio for over six
years, and previously served for eleven years as
a member of the Village Council. A retired
teacher, Mr. Harvey was a vocational
agricultural instructor at Cardington Lincoln
High School for 27 years. He is also a
Lieutenant Colonel (Retired), U.S. Army
Reserves. Mr. Harvey is active with a number of
vocational education associations and local
civic organizations, and is a member of the
Board of Trustees of the Cardington First United
Methodist Church
Charles W. Kimerline 64 1992 2002 Charles W. Kimerline was appointed to fill a
vacancy on the Board of Directors of The Farmers
Citizens Bank in 1992, and has been a director
of FC Banc Corp. since 1994. Mr. Kimerline is
the President of Bucyrus Road Materials, Inc.,
Vice President of Geiger-Kimerline Farms, Inc..,
and Secretary and Treasurer of BuE Comp, Inc.
CONTINUING DIRECTORS:
David G. Dostal 54 1994 2003 Mr. Dostal is President of The Auck Dostal
Agency, Inc., an independent insurance agency.
He has held this position since 1989. Mr. Dostal
is also Vice President of ADM Benefit Plans,
Inc.
Terry L. Gernert 49 1984 2004 A director of The Farmers Citizens Bank
(Secretary and Treasurer) since 1984 and of FC Banc Corp. since 1994,
Mr. Gernert is a partner in the law firm of
Kennedy, Purdy, Hoeffel, & Gernert, LLC, a
position he has held since 1980. Mr. Gernert
also acts as Secretary and Treasurer of FC Banc
Corp. His status as Secretary and Treasurer is
an officer position in name only
Robert D. Hord 56 1979 2003 Robert D. Hord has been a director of The
(Chairman of the Board) Farmers Citizens Bank since 1979 and of FC
Banc Corp. since 1994. Mr. Hord is the President
of Hord Livestock, Inc., a position he has held
since 1979. Hord Livestock Company, Inc. is a
grain and hog operation in Crawford County, Ohio
John O. Spreng, Jr. 53 1997 2004 John O. Spreng, Jr. is Vice President of
Longacre Farms, Inc., a grain and dairy
operation in Crawford County, Ohio
Joan C. Stemen 68 1986 2003 Joan C. Stemen has served as a director of The
Farmers Citizens Bank since 1986 and of FC Banc
Corp. since 1994. Mrs. Stemen served as Vice
President & Cashier of the bank until her
retirement in 1989
Note: G. W. Holden's employment and positions as President and Chief
Executive of FC Banc Corp. and The Farmers Citizens Bank were terminated by
action of the Board of Directors on February 19, 2002, and Mr. Holden
subsequently resigned as a director of both companies. Mr. Holden's term as a
director of FC Banc Corp. would have expired in 2004. It is anticipated that the
vacancy created by his resignation will be filled by the Board of Directors
pursuant to the Code of Regulations, as soon as a suitable replacement is
identified.
3
All directors of FC Banc Corp. are currently serving as directors of
The Farmers Citizens Bank. However, directors of The Farmers Citizens Bank are
elected annually and do not serve staggered terms. All of FC Banc Corp.'s
directors are expected to be nominated and elected to serve as directors of The
Farmers Citizens Bank for the following year.
There are no family relationships among any of FC Banc Corp.'s
directors or executive officers. No director was selected or serves under any
arrangement or understanding with any other person. Except as may be noted, none
of FC Banc Corp.'s directors and executive officers serves as a director of (1)
any company that has a class of securities registered under or that is subject
to the periodic reporting requirements of the Securities Exchange Act of 1934,
or (2) any investment company registered under the Investment Company Act of
1940. None of FC Banc Corp.'s directors or executive officers has been involved
in any legal proceedings concerning bankruptcy, either individually or in
respect of any businesses with which they have been involved. None of them have
been convicted of any crime, excluding traffic violations and similar minor
offenses.
Executive officers of FC Banc Corp. and Age Principal occupation in the last 5 years
The Farmers Citizens Bank
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Coleman J. Clougherty, Interim Chief 44 Mr. Clougherty joined The Farmers Citizens Bank in July 2001
Executive Officer as Vice President - Administration, and was appointed by the Board of
Directors of FC Banc Corp. and The Farmers Citizens Bank to serve as
interim Chief Executive Officer of both companies on February 25,
2002. Mr. Clougherty has over 21 years of experience in the banking
industry. The Board of Directors of FC Banc Corp. and The Farmers
Citizens Bank presently anticipate that they will make a decision with
respect to a permanent Chief Executive Officer after an evaluation
period of approximately six months.
Donald Denney, President of The 51 Mr. Denney joined The Farmers Citizens Bank in February 1996
Farmers Citizens Bank as a lending officer, and was promoted to Vice President and
Chief Lending Officer in March 1996. The Board of Directors
of The Farmers Citizens Bank elected Mr. Denney to the
position of President on February 25, 2002. Mr. Denney has
more than 25 years of experience in the banking industry.
Jeffrey Wise, Assistant Vice President 41 Mr. Wise joined The Farmers Citizens Bank in March 1993 as
and Chief Financial Officer senior accountant, and was named Assistant Vice President, Chief
Financial Officer and Cashier in April 1997. He has worked in the
banking industry for more than 10 years
G.W. Holden was the Chief Executive Officer and President of FC Banc Corp. and
The Farmers Citizens Bank during fiscal year 2001. Mr. Holden's employment and
positions as President and Chief Executive Officer of FC Banc Corp. and The
Farmers Citizens Bank were terminated by action of the Board of Directors on
February 19, 2002.
Director Compensation
Director Fees. Annual fees of $849 were paid to FC Banc Corp.'s
directors in 2001. All of the directors and executive officers of FC Banc Corp.
are also directors and officers of The Farmers Citizens Bank, the banking
subsidiary of FC Banc Corp. Directors of the bank each received $7,638 in 2001
for meetings of the bank's board and its committees, except that the Chairman,
Director Hord, received fees of $9,760, and Terry L. Gernert received $11,882 in
recognition of his responsibility as secretary for the conduct of board meetings
and for maintaining board minutes and corporate records. FC Banc Corp.'s
President and Chief Executive Officer does not receive directors' fees for his
service as a director of FC Banc Corp. or The Farmers Citizens Bank.
Stock Options. Directors also received the following non-qualified
stock option grants on the indicated dates (adjusted for later stock splits):
4
Number of shares Portion vested or that Exercise price Month and year of Option term
acquirable by exercise of will be vested within per share grant
options granted to each 60 days
director serving at the
time of grant
- -------------------------- ------------------------ --------------- -------------------- -------------
1,800 1,800 $ 22 April 1997 10 years
2,200 1,760 $ 22 March 1998 10 years
1,800 1,080 $ 28 March 1999 10 years
The options vest and become exercisable in five equal annual installments, the
first 20% becoming exercisable one year after the grant date. However,
unexercised options become fully exercisable if a tender offer for FC Banc Corp.
common stock occurs or if FC Banc Corp.'s shareholders approve an agreement
whereby FC Banc Corp. will cease to be an independent, publicly owned company or
whereby FC Banc Corp. agrees to a sale of substantially all of its assets.
The grant in April 1997 of options to acquire 1,800 shares was
automatic under the terms of FC Banc Corp.'s 1997 Stock Option and Incentive
Plan. Likewise, each director elected or appointed after April 1997 but during
the 10-year term of the stock option plan has received or will receive
automatically a grant of options to acquire 1,800 shares of common stock (or
such greater or lesser number as may be provided under the terms of the stock
option plan if there is a change in FC Banc Corp.'s capitalization), provided
that the director is not also an officer or employee of FC Banc Corp. or The
Farmers Citizens Bank. Accordingly, Director Drouhard received in 2000 an
automatic grant of options to acquire 1,800 shares, although non-employee
directors as a group did not receive a discretionary grant of options in 2000. A
total of 65,004 shares are reserved for issuance pursuant to stock option grants
under the plan. No individual may be granted more than 50% of the total shares
reserved for issuance under the plan, a non-employee director may receive
options to acquire no more than 5% of the total shares subject to the plan (5%
is 3,250 currently), and all non-employee directors as a group may receive
options to acquire no more than 30% of the total shares acquirable under the
plan (30% is 19,501 currently). Although the initial stock option grants made to
each director (representing the right to acquire 1,800 shares) are specifically
provided for under the terms of the 1997 Stock Option and Incentive Plan,
because of the 5% and 30% plan limitations the remaining stock option grants to
non-employee directors have been recharacterized by FC Banc Corp. as grants made
outside of the terms of the stock option plan. The terms of these
recharacterized stock option grants have not changed. Accordingly, FC Banc Corp.
has reserved additional shares for issuance pursuant to these subsequent stock
option grants to non-employee directors.
Unless the committee administering the stock option plan provides in an
individual stock option agreement that the option holder's stock options may not
be exercised after termination of service, a director, officer or employee whose
service terminates (excepting termination as a result of death or disability)
has three months after termination within which he may exercise options that are
then vested and exercisable, forfeiting any unvested options and any options not
exercised within that three-month period. Options held by a director, officer or
employee whose service terminates as a result of death or disability become
fully exercisable at the time of termination and remain exercisable for (a)
three months in the case of termination due to disability, and (b) one year in
the case of termination due to death. But again the committee administering the
stock option plan may provide in an individual stock option agreement that
post-termination exercise is not permitted. A director, officer or employee
whose service is terminated for cause forfeits all unexercised stock options,
and no option may be exercised after 10 years from the date of grant.
Director Retirement Plan and Insurance. In late 1999, The Farmers
Citizens Bank entered into director retirement plan agreements with each of its
non-employee directors. For directors other than Mr. Harvey, the director
retirement plan provides that each director with 15 years of continuous service
or his or her beneficiary will receive an annual benefit in an amount determined
by reference to the directors
5
years of service before retirement, but the benefit will be at least equal to
that director's board fees in the year before retirement. The retirement plan
was amended in 1999 to provide pro rata benefits for any director who is unable
to satisfy the 15-year service requirement because of FC Banc Corp.'s mandatory
director retirement age (age 70). Payable out of The Farmers Citizens Bank's
general assets, the annual retirement benefit is payable for 15 years. The
retirement plan agreements provide for disability payments instead of retirement
benefits if a director's service terminates before age 70 due to disability. If
a change in control occurs, directors will receive a lump sum payment
(discounted at an 8% interest rate) within 60 days after termination of service
as a director, rather than annual payments for 15 years. For purposes of the
director retirement plan, a change in control means the transfer of 20% or more
of The Farmers Citizens Bank's common stock followed within 24 months by
replacement of 50% or more of the members of The Farmers Citizens Bank's
directors. For Director Samuel J. Harvey, when he reaches age 70 he will receive
an annual retirement benefit equal to 50% of his board fees in the year before
retirement. Although benefits are payable out of the banks general assets, The
Farmers Citizens Bank has purchased life insurance on the directors' lives and
expects to recover at the time of a director's death the retirement benefits
previously paid to that director. A director becomes ineligible to continue
serving as a director when he or she reaches age 70, even if the directors
current term has not yet expired.
Board and Committee Meetings
FC Banc Corp.'s board held 10 meetings in 2001.
The Compensation/Benefits Committee met 6 times in 2001. This committee
recommends basic wage and salary administration and reviews compensation
arrangements and benefits for all officers. Committee members are David G.
Dostal, Chairman of the Compensation/Benefits Committee, Joan C. Stemen, Samuel
J. Harvey and, until February 19, 2002, G.W. Holden. Mr. Holden did not
participate in committee deliberations and voting concerning his own
compensation.
The New Director Committee met once in 2001. The New Director Committee
recommends to the full Board of Directors persons for nomination to serve as
director. Terry L. Gernert is Chairman of the New Director Committee. Directors
Dostal, Drouhard and, until February 19, 2002, Holden also serve on the New
Director Committee. According to Section 1.12 of FC Banc Corp.'s regulations,
any shareholder who desires to recommend an individual for nomination to the
board must provide a written statement containing the candidate's name,
qualifications and background to the board at least 60 days before the annual
meeting (or a special meeting) of FC Banc Corp. at which an election for
directors is to occur.
While he or she was serving as a director, each director attended more
than 75% of the aggregate of (1) the total number of meetings of the board and
(2) the total number of meetings held by all committees of the board on which he
or she served in 2001.
Audit Committee. The Audit Committee met 12 times to review the
previous fiscal year, the scope of the audit and internal accounting procedures
and controls. Members of the Audit Committee are Joan C. Stemen, who serves as
Chairperson of the Audit Committee, Terry L. Gernert and Samuel J. Harvey. FC
Banc Corp.'s board has adopted a written charter for the Audit Committee.
Audit Committee Independence. In the opinion of FC Banc Corp.'s board,
none of Directors Gernert, Harvey or Stemen have a relationship with FC Banc
Corp. or the bank that would interfere with the exercise of independent judgment
in carrying out their responsibilities as director. None of them are or have for
the past three years been employees of FC Banc Corp. or The Farmers Citizens
Bank, and none of their immediate family members are or have for the past three
years been executive officers of FC Banc Corp. or the bank. In the opinion of FC
Banc Corp.'s board, Directors Harvey and Stemen are "independent directors", as
that term is defined in Rule 4200(a)(14) of the rules of the National
Association of Securities Dealers, Inc.
6
Director Gernert is a partner in a law firm that provides legal
services to FC Banc Corp. and The Farmers Citizens Bank, and Director Gernert
and his law firm are borrowers of The Farmers Citizens Bank in the ordinary
course of business. Payments made to Director Gernert's law firm by FC Banc
Corp. and The Farmers Citizens Bank have not exceeded the greater of (a) 5% of
the law firm's revenues or (b) $200,000. Although Director Gernert holds the
title of Secretary and Treasurer, he is an officer in name only, receiving no
compensation in those capacities in addition to his director compensation.
Nevertheless, Director Gernert's relationships and transactions with FC Banc
Corp. and The Farmers Citizens Bank could prevent him from being considered an
"independent director" under NASD Rule 4200(a)(14). But because of Director
Gernert's expertise and his 18 years of institutional knowledge and experience
as a director of the organization, FC Banc Corp.'s board believes that Director
Gernert's membership on the committee is in the best interests of the
corporation and its shareholders.
Audit Committee Report. The Audit Committee has submitted the following
report for inclusion in this proxy statement:
The Audit Committee has reviewed the audited financial statements
for the year ended December 31, 2001 and has discussed the audited
financial statements with management. The Audit Committee has also
discussed with S.R. Snodgrass, A.C., FC Banc Corp.'s independent
accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61 (having to do with accounting methods used in
the financial statements). The Audit Committee has received the written
disclosures and the letter from S.R. Snodgrass, A.C. required by
Independence Standards Board Standard No. 1 (having to do with matters
that could affect the auditor's independence), and has discussed with
S.R. Snodgrass, A.C. the independent accountants= independence. Based
on this, the Audit Committee recommended to the board that the audited
financial statements be included in FC Banc Corp.'s Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2001 for filing with
the Securities and Exchange Commission.
Submitted by the Audit Committee,
Joan C. Stemen, Chairperson
Terry L. Gernert
Samuel J. Harvey
Audit Fees. The aggregate fees billed for professional services
rendered by S.R. Snodgrass, A.C. for the audit of FC Banc Corp.'s annual
financial statements for the year ended December 31, 2001 and for S.R.
Snodgrass, A.C.'s reviews of the financial statements included in FC Banc
Corp.'s Forms 10-QSB filed with the Securities and Exchange Commission for the
third and fourth quarters of 2001 were $29,702. The company's former independent
auditor, Dixon, Francis, Davis & Company reviewed the financial statements
included in FC Banc Corp's Forms 10-QSB filed with the SEC for the first and
second quarters of 2001 at an aggregate fee of $2,379.
Financial Information Systems Design and Implementation Fees. Neither
Dixon, Francis, Davis & Company nor S.R. Snodgrass, A.C. performed services and
therefore billed no fees relating to operating or supervising the operation of
FC Banc Corp.'s information systems or local area network or for designing or
implementing FC Banc Corp.'s financial information management systems during
2001.
All Other Fees. The aggregate fees billed for other services rendered
to FC Banc Corp. by Dixon, Francis, Davis & Company and S.R. Snodgrass, A.C. in
2001 were $46,792 and $- 0 -, respectively, including regulatory and shareholder
reporting, tax-related services and other professional services.
7
Executive Compensation
FC Banc Corp. does not pay any cash compensation to its officers or
employees. Cash compensation is paid by The Farmers Citizens Bank only. For
the President and Chief Executive Officer, and for any of the bank's most
highly compensated executive officers serving as an executive officer of the
bank at the end of fiscal year 2001 and whose total compensation (including
salary and bonus) exceeded $100,000, the following table sets forth
information regarding all forms of compensation paid or payable to the named
executive officer(s) for services in all capacities for the years indicated:
SUMMARY COMPENSATION TABLE
Long-term compensation
----------------------
Annual compensation Awards Payouts
----------------------- --------------- ----------
Name and Year ($) ($) ($) ($) (#) ($) ($)
principal position Salary(1) Bonus Other annual Restricted Securities LTIP All other
compensation stock awards underlying options Payouts compensation
- ------------------------------------------------------------------------------------------------------------------------------------
G.W. Holden, 2001 $ 107,500 $ 0 (2) ......... 0 ....... $ 7,788(3)(4)
President and Chief 2000 $ 96,700 $ 0 (2) ......... 0 ....... $ 7,600
Executive Officer 1999 $ 92,700 $25,000 (2) 1,800 ....... $ 8,852
Note: G. W. Holden's employment and positions as President and Chief Executive
Officer of FC Banc Corp. and The Farmers Citizens Bank were terminated by action
of the Board of Directors on February 19, 2002. The base salaries of each of
Coleman J. Clougherty, the newly appointed interim Chief Executive Officer of FC
Banc Corp. and The Farmers Citizens Bank, and Donald Denney, the newly appointed
President of The Farmers Citizens Bank, were approximately $85,000 and $55,000,
respectively, for fiscal year 2001. The Compensation/Benefits Committee of the
Board of Directors is expected to address any appropriate salary and benefits
adjustments arising from Mr. Clougherty's and Mr. Denney's new positions in the
near future.
(1) Includes amounts deferred at the election of the named executive officer(s)
under the 401(k) Plan of The Farmers Citizens Bank.
(2) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of total salary and bonus.
(3) The Farmers Citizens Bank has a split-dollar life insurance policy on the
life of the President and Chief Executive Officer. Under the terms of a
February 20, 1997 Split-Dollar Agreement between the bank and Mr. Holden,
the bank is responsible for all of the premium costs but obtains a security
interest in the insurance proceeds to ensure that the bank is reimbursed
when proceeds become payable or when the policy is cancelled. Allocation of
the proceeds is as follows: the bank is first reimbursed for premiums paid;
the executive then receives an amount calculated by reference to his final
compensation; and the bank receives the remainder, if any. Because coverage
under an existing policy on the life of the previous Chief Executive
Officer was transferred to a policy covering the life of Mr. Holden (and
the bank was credited for the lump sum premium previously paid for the
former executive's policy), the split-dollar life insurance policy on the
life of Mr. Holden did not represent additional cash expense to the bank.
The February 20, 1997 Split Dollar Agreement provides for a payment to Mr.
Holden's beneficiaries at his death of four times Mr. Holden's final annual
salary, less $50,000. The February 20, 1997 Split Dollar Agreement
terminated, in accordance with its terms, upon the termination of Mr.
Holden's employment.
(4) Bank contributions in 2001 to the 401(k) Plan on behalf of Mr. Holden
consisted of a $2,266 matching contribution and a $3,379 discretionary
contribution. The All other compensation amount for 2001 also includes
taxable income of $387 attributable to Mr. Holden as a result of his
contingent interest in the split-dollar policy discussed in note (3).
Employment, Salary Continuation and Split-Dollar Agreements. As of the
date of this Proxy Statement, counsel for the Boards of FC Banc Corp. and The
Farmers Citizens Bank are in discussions with Mr. Holden and his counsel for the
purpose of reaching agreement concerning severance arrangements for Mr. Holden
under his employment agreement and associated compensation arrangements. The
following is intended to be a general summary of the provisions of Mr. Holden's
employment agreement and associated compensation arrangements that may be
applicable to Mr. Holden's recent termination. Mr. Holden was serving under an
employment agreement dated March 31, 1998, as amended December 8, 1999 and July
10, 2001 (the "Employment Agreement"). The Employment Agreement had a rolling
three-year term which renewed each March 31st. The last renewal having occurred
on March 31, 2001, the employment agreement had an approximately two year term
remaining at the time of Mr. Holden's termination. The
8
Employment Agreement provides that Mr. Holden is entitled to severance equal to
the amount of compensation remaining unpaid for the unexpired term of the
agreement if he is terminated without cause, with the severance compensation
payable in a lump sum within 30 days of termination. The Employment Agreement
also provides that Mr. Holden is entitled to the continuation of employee
benefits for 90 days after termination, and that Mr. Holden has the right to
purchase the company automobile that FC Banc Corp. and The Farmers Citizens Bank
have provided for his use during employment for its fair market value.
Mr. Holden and The Farmers Citizens Bank also are parties to an Amended
and Restated Salary Continuation Agreement dated July 10, 2001 (the "Salary
Continuation Agreement") providing for an annual early termination benefit for
15 years in the amount of $47, 131 per year. According to the terms of the
Salary Continuation Agreement, payment of the annual benefit commences when Mr.
Holden reaches normal retirement age of 65 in 2011. Rather than paying the early
termination annual benefit to Mr. Holden over a 15 year period beginning in
2011, if Mr. Holden petitions the Board of Directors of Farmers Citizens Bank
for payment of the entire benefit in a lump sum, the Board of Directors may, in
its discretion, pay to him his early termination benefits in a single lump sum.
The single lump sum would be in an amount equal to the "accrual balance" of such
early termination benefits ($185,159), less any early termination benefits
already paid and plus interest at a rate of 8% on the accrual balance not yet
paid for the period from the date Mr. Holden's employment was terminated to the
date of payment of the lump sum amount. In the event that a "change of control"
(as defined in the Salary Continuation Agreement) occurs during the 15 year
payment period and Mr. Holden is receiving his early termination benefit at that
time, Mr. Holden's remaining benefits would be payable in a lump sum payment
(calculated as set forth above) within 3 days after the occurrence of the
"change of control".
The term "change of control" is generally defined in the Salary
Continuation Agreement to mean the occurrence of one or more of the following
events--
1) Merger: FC Banc Corp. merges into another corporation, or
merges another corporation into FC Banc Corp., and as a result
shareholders of FC Banc Corp. end up with less than 65% of the combined
voting power of the resulting corporation, or
2) Acquisition of Significant Share Ownership: a person or group
of persons acting in concert files under the Securities Exchange Act of
1934 a report of beneficial ownership disclosing that the person or
group has or have become the beneficial owner of 15% or more of a class
of FC Banc Corp.'s voting securities, excluding beneficial ownership of
FC Banc Corp. shares held in a fiduciary capacity by The Farmers
Citizens Bank, or
3) Change in Board Composition: during any period of two
consecutive years, individuals who constitute FC Banc Corp.'s board of
directors at the beginning of the two-year period cease for any reason
to constitute a majority of the board. However, each director who is
first elected by the board (or first nominated by the board for
election by shareholders) by a vote of at least two-thirds of the
directors who were directors at the beginning of the period is deemed
to have been a director at the beginning of the two-year period, or
4) Sale of Assets: FC Banc Corp. sells to a third party all or
substantially all of FC Banc Corp.'s assets.
The Farmers Citizens Bank has also conditionally promised in the Salary
Continuation Agreement to make an additional payment to Mr. Holden if a change
in control occurs. The additional payment, sometimes referred to as a "tax
gross-up payment," will be payable if and only if the total benefits or payments
to which he is entitled are subject to the "golden parachute" provisions of the
Internal Revenue
9
Code (whether the benefits or payments arise under an employment agreement or
under another compensation plan or arrangement, including the Salary
Continuation Agreement). The "golden parachute" provisions of the Internal
Revenue Code include section 280G, which can eliminate the employer's
compensation expense deduction for a substantial portion of the
change-in-control benefits paid to an executive, and section 4999, which imposes
a 20% excise tax on the executive receiving change-incontrol benefits over a
certain threshold. If an executive's change-in-control benefits exceed that
threshold, which is roughly three times the executive's average annual
compensation over the preceding five years, the executive can be forced by
section 4999 to pay a 20% excise tax on the portion of the change-incontrol
benefits that exceeds the executive's five-year average W-2 reported
compensation, and under section 280G the employer forfeits its compensation
expense deduction for benefits that are subject to the excise tax. The
calculation of total change-in-control benefits is a very complicated one,
taking into account all change-in-control benefits, whether under a severance or
employment agreement, a salary continuation agreement, a stock option plan,
another retirement plan, and so on.
The amount of the additional payment that could be required under the
July 10, 2001 salary continuation agreement if the "golden parachute" provisions
of the Internal Revenue Code apply is the amount necessary to compensate Mr.
Holden for his excise taxes as well as for taxes payable on the additional
gross-up payment itself. The net amount he receives is intended to be the amount
he would have received if the "golden parachute" provisions of the Internal
Revenue Code had not applied. The tax gross-up payment would not be deductible
by FC Banc Corp. or The Farmers Citizens Bank.
The Farmers Citizens Bank also has agreed to pay legal fees incurred by
Mr. Holden associated with the interpretation, enforcement, or defense of his
rights under the Salary Continuation Agreement, after a "change of control"
occurs, up to a maximum of $500,000. Upon Mr. Holden's death, The Farmers
Citizens Bank's obligation to make payments under the Salary Continuation
Agreement cease.
Mr. Holden and The Farmers Citizens Bank also are parties to a Split
Dollar Agreement dated February 20, 1997 and a Split Dollar Agreement dated July
10, 2001, pursuant to which, under certain specified circumstances, certain
specified life insurance benefits were to have been provided to Mr. Holden's
beneficiaries in the event of his death. The July 10, 2001 Split Dollar
Agreement relates to an insurance policy acquired by The Farmers Citizens Bank
in 1998 on Mr. Holden's life, and the premium paid for that policy by The
Farmers Citizens Bank in 1998 is not reflected in the Summary Compensation Table
included elsewhere in this Proxy Statement. The Farmers Citizens Bank owns the
cash surrender value, including accumulated policy earnings, in that policy.
Under his Employment Agreement, Mr. Holden has the right to purchase any life
insurance policies held on his life by The Farmers Citizen Bank for their
current cash value.
Stock Options. No stock options were granted by FC Banc Corp. in 2001
to the individual(s) named in the Summary Compensation Table. The following
table shows the number of shares of FC Banc Corp. common stock acquired during
2001 or acquirable upon exercise of options by the individual(s) named in the
Summary Compensation Table. The table also indicates the extent to which the
options were exercisable at December 31, 2001, as well as the approximate value
of the options based on the estimated fair market value of FC Banc Corp. common
stock on December 31, 2001.
Number of securities underlying Dollar value of unexercised in-the-
unexercised options at fiscal year end money options at fiscal year end (1)
Number of shares
Name acquired on exercise Dollar value realized Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------------
G.W. Holden ... 0 ........ 14,960 5,290 $0 $0
(1) In general, a stock option is "in-the-money" when the stock's market
value exceeds the option exercise price. The value of unexercised
options equals the estimated market value of a share acquirable upon
exercise of an option at December 31, 2001, less
10
the exercise price, multiplied by the number of shares acquirable upon
exercise of the options. FC Banc Corp. common stock is quoted on the
OTC Bulletin Board of NASD Regulation, Inc. However, there is limited
trading activity in the stock, and therefore limited price data are
available. Solely for purposes of the preceding table and for no other
purpose, FC Banc Corp. has estimated the per share market value of the
common stock at December 31, 2001 as $21. Shareholders are cautioned
that this figure is an estimate only. The estimate does not necessarily
reflect the price shareholders may obtain upon sale of their stock or
the price at which shares of common stock may be acquired, nor should
the estimate be taken to represent management's or the board's estimate
of the intrinsic value or appropriate market value of the shares.
Options granted under the 1997 Stock Option and Incentive Plan
generally become exercisable in five equal annual installments, the first 20%
becoming exercisable on the first anniversary of the date of grant. However, the
1997 Stock Option and Incentive Plan provides that options not yet exercisable
become fully exercisable (1) if a tender offer or exchange offer for shares of
FC Banc Corp. common stock is commenced by a person or firm other than FC Banc
Corp., or (2) if the shareholders of FC Banc Corp. approve an agreement whereby
FC Banc Corp. will cease to be an independent, publicly owned company or whereby
FC Banc Corp. agrees to a sale of all or substantially all of its assets.
Change in Control Arrangements for Selected Officers. FC Banc Corp. and
The Farmers Citizens Bank have also entered into severance agreements with nine
officers and employees. The severance agreements provide for continued salary
payments for periods ranging variously from three or six months to one year.
Severance would be payable if the officers or employees are terminated within
six months after a change in control, excepting termination for cause. The
severance agreements define change in control to include sale of substantially
all of FC Banc Corp.'s assets; acquisition of 25% or more of FC Banc Corp.'s
common stock by a person or by a group acting in concert; a change over a
two-year period in the directors constituting a majority of the board of FC Banc
Corp. or The Farmers Citizens Bank at the beginning of the period (unless the
new directors are first approved by at least 2/3 of the board, as all directors
have been); merger of FC Banc Corp. into another corporation resulting in less
than 50% of the surviving corporation's shares being held by persons who were FC
Banc Corp. shareholders before the merger; or entry by FC Banc Corp. into any
agreement for the foregoing transactions. Officers and employees would also be
entitled to severance if they terminate service for "good reason" within 6
months after a change in control. For this purpose, "good reason" includes a
reduction in their responsibilities, salary or benefits or relocation outside of
Bucyrus, Ohio.
The board recommends a vote "FOR" the three identified nominees to
serve as director for a term expiring at the annual meeting in 2005
SECOND PROPOSAL - RATIFICATION OF INDEPENDENT AUDITOR
Ratification. FC Banc Corp.'s independent auditor for the fiscal year
ended December 31, 2001 was S.R. Snodgrass, A.C. The board has selected S.R.
Snodgrass, A.C. to be independent auditor for the fiscal year ending December
31, 2002. This appointment is being presented to the shareholders for
ratification.
One or more members of S.R. Snodgrass, A.C. are expected to be present
at the meeting. The representative(s) of the independent auditor will have the
opportunity to make a statement if desired, and will be available to respond to
appropriate questions.
Auditor Independence. The audit committee of the board believes that
the non-audit services provided by S.R. Snodgrass, A.C. are compatible with
maintaining the auditor's independence. None of the time devoted by S.R.
Snodgrass, A.C. on its engagement to audit FC Banc Corp.'s financial statements
for the year ended December 31, 2001 is attributable to work performed by
persons other than S.R. Snodgrass, A.C. employees.
11
Change in Independent Auditors. With the recommendation of the Audit
Committee, FC Banc Corp.'s board determined on July 17, 2001 to dismiss Dixon,
Francis, Davis & Company and engage S.R. Snodgrass, A.C. as FC Banc Corp.'s
independent auditor, effective October 1, 2001. The audit reports of Dixon,
Francis, Davis & Company on the consolidated financial statements of FC Banc
Corp. and subsidiary as of and for the years ended December 31, 2000 and 1999
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the two fiscal years ended December 31, 2000
and the subsequent interim period through September 30, 2001, there were no
disagreements with Dixon, Francis, Davis & Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements if not resolved to the satisfaction of Dixon,
Francis, Davis & Company would have caused Dixon, Francis, Davis & Company to
make reference to the subject matter of the disagreement in connection with
Dixon, Francis, Davis & Company's opinions. Additionally, there were no
disagreements with Dixon, Francis, Davis & Company regarding any of these
matters, either those resolved to their satisfaction or those not resolved to
their satisfaction. None of the events listed in Item 304(a)(1)(v)(A) through
(D) of Regulation S-K of the Securities and Exchange Commission occurred during
the fiscal years ended December 31, 2000 or 1999 or the subsequent interim
period from January 1, 2001 through September 30, 2001. During the fiscal years
ended December 31, 2000 and 1999 and the subsequent interim period from January
1, 2001 through September 30, 2001, there was no consultation with S.R.
Snodgrass, A.C. regarding: (1) application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on FC Banc Corp.'s financial statements; or (2)
any matter that was the subject of disagreement (as defined in paragraph
304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in paragraph
304(a)(1)(v) of Regulation S-K).
The board of directors recommends that shareholders vote "FOR"
ratification of the appointment of S.R. Snodgrass, A.C. as independent
auditor for the fiscal year ending December 31, 2002
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 2001, certain directors and executive officers of FC Banc Corp.
and the bank, and their associates, were customers of and had banking
transactions with the bank in the ordinary course of business. Directors Dostal,
Drouhard, Gernert, Hord, Kimerline and Spreng or their associates and affiliated
entities were borrowers of the bank in 2001 and continue to be in 2002. FC Banc
Corp. expects that these relationships and transactions will continue in the
future. Director Hord is President of Hord Livestock Company, Inc., to which the
bank has extended credit in the ordinary course of business. Director Kimerline
is President of Bucyrus Road Materials, Inc. and an officer of BuE Comp, Inc.,
which are also indebted to the bank for credit extended in the ordinary course
of business. Director John O. Spreng, Jr. is Vice President of Longacre Farms,
Inc., which is indebted to the bank for credit extended in the ordinary course
of business.
Director Gernert is a partner of the law firm of Kennedy, Purdy,
Hoeffel, & Gernert, LLC, which performs legal services for FC Banc Corp. and The
Farmers Citizens Bank. During 2001, Kennedy, Purdy, Hoeffel, & Gernert, LLC was
paid $70,078 for legal services rendered to FC Banc Corp. and the bank. Of that
amount, $22,749 was paid by mortgage customers of the bank for services rendered
by Kennedy, Purdy, Hoeffel, & Gernert, LLC in connection with real estate
transactions in which the bank acted as mortgage lender. The bank has also
extended credit to Mr. Gernert in his individual capacity in the ordinary course
of business.
All loans and loan commitments included in such transactions were made
and will be made in the future on substantially the same terms, including
interest rates and collateral, as those prevailing at the
12
time for comparable transactions with other persons not employed by FC Banc
Corp. or the bank. Except as may be disclosed herein, the existing transactions
do not involve more than the normal risk of collectability or present other
unfavorable features.
SHAREHOLDER PROPOSALS
The proxy solicited by management confers discretionary authority to
vote on any matters that properly come before the annual meeting or any
adjournments thereof. Section 1.9 of FC Banc Corp.'s regulations states that no
business is eligible for consideration at an annual or special meeting of
shareholders
o unless it is proposed by a majority of FC Banc Corp.'s board,
or
o unless a written statement setting forth the business and the
purpose therefor is delivered to the board at least 60 days
before the annual or special meeting.
FC Banc Corp. has not received notice of any matter to be brought
before the annual meeting other than the matters referred to in this proxy
statement. If any other matter is properly brought before the 2002 annual
meeting, the persons named as proxies will vote thereon in accordance with their
best judgement.
Shareholders desiring to submit proposals for inclusion in the proxy
materials of FC Banc Corp. for the 2003 Annual Meeting of Shareholders must
submit the proposals to FC Banc Corp. at its executive offices no later than
October 29, 2002. FC Banc Corp. will not be required to include in its proxy
statement or form of proxy for the 2003 Annual Meeting of Shareholders a
shareholder proposal that is received after that date or that otherwise fails to
satisfy the requirements for shareholder proposals established by regulations of
the Securities and Exchange Commission.
If a shareholder intends to present a proposal at the 2003 Annual
Meeting of Shareholders without seeking to include the proposal in FC Banc
Corp.'s proxy materials for that meeting, the shareholder must give advance
notice to FC Banc Corp. The shareholder must give notice at least 45 days before
the date in 2003 corresponding to the mailing date of this proxy statement for
the 2002 Annual Meeting of Shareholders. This proxy statement is being mailed to
shareholders on or about March 7, 2002. The date that is 45 days before the
corresponding mailing date in 2003 is therefore January 21, 2003. Accordingly, a
shareholder who desires to present a proposal at the 2003 Annual Meeting of
Shareholders without seeking to include the proposal in FC Banc Corp.'s proxy
materials for that meeting should provide notice of the proposal to FC Banc
Corp. no later than January 21, 2003. If the shareholder fails to do so, FC Banc
Corp.'s management proxies for the 2003 Annual Meeting of Shareholders will be
entitled to use their discretionary voting authority on that proposal, without
any discussion of the matter in FC Banc Corp.'s proxy materials.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires FC Banc
Corp.'s directors and executive officers, as well as any person who owns more
than 10% of a registered class of FC Banc Corp.'s equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of FC Banc Corp. stock. Based solely on review
of the copies of such reports furnished to FC Banc Corp. and written
representations to FC Banc Corp., to FC Banc Corp.'s knowledge all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with during the fiscal year ended
December 31, 2001.
13
GENERAL
The persons named in the proxy will vote all properly executed proxies.
If a shareholder specifies on the proxy a choice with respect to a proposal to
be acted upon, the proxy will be voted in accordance with such specifications.
If no choice is specified, the proxy will be voted FOR election of the nominees
identified herein and FOR ratification of FC Banc Corp.'s independent auditor.
The entire cost of soliciting proxies for use at the annual meeting
will be borne by FC Banc Corp. Proxies may be solicited by officers, directors,
and regular employees of FC Banc Corp. or The Farmers Citizens Bank personally,
by mail, or by telephone or telegraph. FC Banc Corp. will reimburse brokers,
custodian banks, nominees, and other fiduciaries for their reasonable
out-of-pocket expenses in forwarding proxy materials to their principals.
INFORMATION AVAILABLE TO SHAREHOLDERS
Our annual report accompanies or precedes this proxy statement.
Additional copies of the annual report may be obtained without charge by writing
to Coleman J. Clougherty, FC Banc Corp., 123 North Sandusky Avenue, P.O. Box
567, Bucyrus, Ohio 44820.
FC Banc Corp. is required to file periodic reports and other
information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 and rules thereunder. Copies of the public portions of
reports to the SEC may be inspected and copied at the headquarters of the SEC,
450 Fifth Street, NW, Washington, D.C. 20549. Certain information is available
electronically at the SEC's internet web site at www.sec.gov.
A COPY OF FC BANC CORP.'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2001 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO SHAREHOLDERS UPON WRITTEN REQUEST
TO: CORPORATE SECRETARY, FC BANC CORP., 123 NORTH SANDUSKY AVENUE, P.O. BOX 567,
BUCYRUS, OHIO 44820.
14
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
FC BANC CORP.
The undersigned shareholder of FC Banc Corp. hereby constitutes and
appoints Coleman J. Clougherty and John O. Spreng, Jr., and each of them, with
full power of substitution, as proxies to represent the undersigned at the
Annual Meeting of Shareholders of FC Banc Corp. to be held on March 27, 2002,
and any adjournments and postponements thereof, and to vote the shares of common
stock the undersigned would be entitled to vote upon all matters referred to
herein and in their discretion upon any other matters that properly come before
the Annual Meeting:
WITHHOLD VOTE FOR
PROPOSAL-- ELECTION OF DIRECTORS FOR ALL NOMINEES ALL NOMINEES
- ----------------------------------------------------------------------- --------------------- ---------------------
1) To elect the three nominees identified below as directors for 0 0
terms of three years and until their successors are elected
and qualified.................................................
Instruction: To withhold your vote for any individual nominee, strike a line through the nominee's name:
Patrick J. Drouhard Samuel J. Harvey Charles W. Kimerline
OTHER PROPOSALS FOR AGAINST ABSTAIN
- ----------------------------------------------------------------------- ----------------- ------------ ----------
2) To ratify the appointment of S.R. Snodgrass, A.C. as 0 0 0
independent auditor of FC Banc Corp. for the fiscal year
ending December 31, 2002.....................................
The board recommends voting FOR election of the identified nominees and
FOR proposal 2
The Annual Meeting will commence at 1:00 p.m. Please indicate below
whether you expect to attend.
I will attend the Annual Meeting
----------------
I do not expect to attend the Annual Meeting
---------------
(Continued, and to be signed, on the reverse side)
(Continued from reverse side)
The shares represented by this proxy will be voted as specified. Unless
specified to the contrary, all shares of the undersigned will be voted "FOR"
election of the nominees identified above, "FOR" Proposal 2 and in the best
judgment of the proxies on such other matters as may properly come before the
Annual Meeting.
The undersigned acknowledges receipt from FC Banc Corp., before
execution of this proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report.
Dated: , 2002 ____________________________________
------------------- Signature
____________________________________
Signature
Please sign exactly as your name
appears on this card. When signing
as attorney, executor,
administrator, trustee or guardian,
please give your full title. If
shares are held jointly, each holder
should sign.
This proxy will be voted as directed, but if no instructions are specified, this
proxy will be voted for the propositions stated. If any other business is
properly presented at the meeting, this proxy will be voted by those named
herein in accordance with their best judgment. The board knows of no other
business to be presented at the meeting.
Please mark, sign, date and return this proxy promptly using the postage-paid,
self-addressed
envelope provided