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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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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
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[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
BancFirst Ohio Corp.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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[LOGO]
BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
To our Stockholders: March 15, 2001
I am pleased to invite you to attend the annual meeting of shareholders
of BancFirst Ohio Corp. to be held on Thursday, April 19, 2001, at 10:00 a.m. at
The First National Bank of Zanesville Technology and Training Center, 113 North
Fifth Street, Zanesville, Ohio.
Details regarding the business to be conducted at the meeting are more
fully described in the accompanying Notice of Annual Meeting and Proxy
Statement.
Your vote is important. Whether or not you plan to attend the annual
meeting, I hope that you will vote as soon as possible. Voting by written proxy
will ensure your representation at the annual meeting if you do not attend in
person.
Thank you for your ongoing support of and continued interest in
BancFirst Ohio Corp.
Sincerely,
William F. Randles
Chairman of the Board
BancFirst Ohio Corp.
3
2001 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders..........................................................................1
Q: Why am I receiving these materials?...................................................................2
Q: What information is contained in these materials?.....................................................2
Q: What proposals will be voted on at the meeting?.......................................................2
Q:What shares owned by me can be voted?..................................................................2
Q: What is the difference between holding shares as a shareholder of record and as a beneficial
owner?..............................................................................................2
Shareholder of Record...............................................................................2
Beneficial Owner....................................................................................2
Q:How can I vote my shares in person at the meeting?.....................................................2
Q: How can I vote my shares without attending the meeting?...............................................3
Q: Can I change my vote?.................................................................................3
Q: How are votes counted?................................................................................3
Q: What is the voting requirement to approve each of the proposals?......................................3
Q: What does it mean if I receive more than one proxy or voting instruction card?........................3
Q: Where can I find the voting results of the meeting?..................................................3
BANCFIRST SUBSIDIARIES............................................................................................4
What are the primary subsidiaries of BancFirst?..........................................................4
Who serves as Directors for the BancFirst subsidiaries?..................................................4
STOCK OWNERSHIP...................................................................................................5
Who are the largest owners of BancFirst's stock?.........................................................5
How much stock do BancFirst's directors and executive officers own?......................................5
Section 16(a) Beneficial Ownership Reporting Compliance.............................................7
BOARD STRUCTURE AND COMPENSATION..................................................................................7
The Audit Committee.................................................................................7
Compensation Committee..............................................................................8
Strategic Planning Committee........................................................................8
DIRECTOR COMPENSATION ARRANGEMENTS................................................................................8
PROPOSAL NO. 1 ELECTION OF DIRECTORS..............................................................................9
PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT ACCOUNTANTS...........................................................11
EXECUTIVE OFFICERS...............................................................................................12
EXECUTIVE COMPENSATION...........................................................................................14
Summary Compensation Table.........................................................................14
Option Grants in Last Fiscal Year..................................................................15
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values..................16
REPORT OF THE COMPENSATION COMMITTEE.............................................................................16
4
Compensation Philosophy............................................................................16
Compensation Vehicles..............................................................................17
Chief Executive Officer Compensation...............................................................18
Compensation Committee Interlocks and Insider Participation........................................19
REPORT OF THE AUDIT COMMITTEE....................................................................................20
STOCK PERFORMANCE GRAPH..........................................................................................21
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................................................22
ADDITIONAL QUESTIONS AND INFORMATION REGARDING...................................................................22
THE ANNUAL MEETING AND SHAREHOLDER PROPOSALS.....................................................................22
Q: What happens if additional proposals are presented at the meeting?................................22
Q: What class of shares are entitled to be voted?.....................................................22
Q: What is the quorum requirement for the meeting?....................................................22
Q: Who will count the vote?...........................................................................22
Q: Is my vote confidential?...........................................................................22
Q: Who will bear the cost of soliciting votes for the meeting?........................................22
Q: May I propose actions for consideration at next year's annual meeting of shareholders or
nominate individuals to serve as directors?.......................................................23
APPENDIX A BANCFIRST OHIO CORP. AUDIT COMMITTEE CHARTER.........................................................24
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BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
(740) 452-8444
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME 10:00 a.m. on Thursday, April 19, 2001
PLACE The First National Bank of Zanesville Technology
and Training Center
113 North Fifth Street
Zanesville, Ohio
ITEMS OF BUSINESS (1) To elect directors
(2) To ratify the appointment of independent
accountants
(3) To consider such other business as may
properly come before the meeting
RECORD DATE You are entitled to vote if you were a shareholder
at the close of business on Thursday, March 1, 2001.
VOTING BY PROXY Please submit the proxy as soon as possible so that
your shares can be voted at the meeting in
accordance with your instructions. For specific
instructions, please refer to the Questions and
Answers beginning on page 2 of this proxy statement
and the instructions on the proxy card.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
This proxy statement and accompanying proxy card are being distributed on or
about March 16, 2001.
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Q: WHY AM I RECEIVING THESE MATERIALS?
A: The Board of Directors of BancFirst Ohio Corp. is providing these proxy
materials for you in connection with its annual meeting of shareholders
which will take place on April 19, 2001. You are invited to attend the
meeting and are requested to vote on the proposals described in this proxy
statement.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the proposals to
be voted on at the meeting, the voting process, the compensation of
directors and our most highly paid officers, and certain other required
information. Our 2000 Summary Annual Report, and our 2000 Annual Report to
Shareholders and Form 10-K for the Year Ended December 31, 2000, are also
enclosed.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: There are two proposals scheduled to be voted on at the meeting:
- The election of directors
- The ratification of independent accountants
Q: WHAT SHARES OWNED BY ME CAN BE VOTED?
A: All shares owned by you as of March 1, 2001, the record date, may be voted
by you. These shares include those (1) held directly in your name as a
shareholder of record and (2) held for you as the beneficial owner through a
stockbroker, bank or other nominee.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?
A: Many of our shareholders hold their shares through a stockbroker, bank or
other nominee rather than directly in their own name. As summarized below,
there are some distinctions between shares held of record and those owned
beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with our Transfer Agent,
Mellon Investor Services LLC, you are considered, with respect to those
shares, the shareholder of record and these proxy materials are being sent
directly to you by BancFirst. As a shareholder of record, you have the right
to grant your voting proxy directly to BancFirst or to vote in person at the
meeting. We have enclosed a proxy card for your use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of the shares held in
street name and these proxy materials are being forwarded to you by your
broker or nominee who is considered, with respect to those shares, the
shareholder of record. As the beneficial owner, you have the right to direct
your broker on how to vote and are also invited to attend the meeting.
However, since you are not the shareholder of record, you may not vote these
shares in person at the meeting. Your broker or nominee has enclosed a
voting instruction card for your use.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be voted
in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU ALSO
SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR VOTE WILL BE COUNTED IF
YOU LATER DECIDE NOT TO ATTEND THE MEETING.
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Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
A: Whether you hold shares directly as the shareholder of record or
beneficially in street name, you may direct your vote without attending the
meeting. You may vote by granting a proxy or, for shares held in street
name, by submitting voting instructions to your broker or nominee. Please
refer to the instructions included on your proxy card or, for shares held in
street name, the voting instruction card included by your broker or nominee.
You may vote by mail by signing your proxy card or, for shares held in
street name, the voting instruction card included by your broker or nominee
and mailing it in the enclosed, postage prepaid and addressed envelope. If
you provide specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will be
voted as described below in "HOW ARE VOTES COUNTED?".
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy instructions at any time prior to the vote at the
annual meeting. For shares held directly in your name, you may accomplish
this by granting a new proxy or by attending the annual meeting and voting
in person. Attendance at the meeting will not cause your previously granted
proxy to be revoked unless you specifically so request. For shares held
beneficially by you, you may accomplish this by submitting new voting
instructions to your broker or nominee.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" all of the nominees or your
vote may be "WITHHELD" with respect to one or more of the nominees. For the
other proposals, you may vote "FOR," "AGAINST" or "ABSTAIN." If you
"ABSTAIN," it has the same effect as a vote "AGAINST." If you sign your
proxy card or broker instruction card with no further instructions, your
shares will be voted in accordance with the recommendations of the Board.
Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
A: In the election of directors, the three individuals receiving the highest
number of "FOR" votes will be elected. All other proposals require the
affirmative "FOR" vote of a majority of those shares present, in person or
by proxy, and entitled to vote. If you are the beneficial owner and do not
provide the shareholder of record with voting instructions, your shares may
constitute broker non-votes, as described in "WHAT IS THE QUORUM REQUIREMENT
FOR THE MEETING?" on page 22. In tabulating the voting results for any
particular proposal, shares which constitute broker non-votes are not
considered entitled to vote.
Upon request, holders of common stock are entitled to cumulative voting in
the election of directors of BancFirst. When your shares are voted
cumulatively, you multiply the number of your shares by the number of
directors to be elected. You may give any one or more of the nominees any
portion of your total votes.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting and publish final
results in our quarterly report on Form 10-Q for the second quarter of 2001.
Additional Q&A information regarding the annual meeting and shareholder
proposals may be found on pages 22 and 23 below.
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BANCFIRST SUBSIDIARIES
WHAT ARE THE PRIMARY SUBSIDIARIES OF BANCFIRST?
BancFirst's banking subsidiary is The First National Bank of Zanesville
("First National"). In May 1998, the Bellbrook Community Bank ("Bellbrook") and
County Savings Bank ("County") were merged under the national bank charter of
First National. The bank operates as First National Bank in Muskingum County,
Ohio and as Bank First National, a division of The First National Bank of
Zanesville, in all other areas. It has 10 full service banking offices in
Muskingum County, 6 in Licking County, 5 in Franklin County and 6 banking
locations in the Dayton area. The bank also has business lending centers in
Columbus, Cleveland and Cincinnati, Ohio; Detroit, Michigan; Louisville,
Kentucky; and Indianapolis, Indiana. BancFirst offers complete trust services
through First Financial Services Group, N.A., a subsidiary of First National,
and financial planning services through Chornyak & Associates, Inc., also a
subsidiary of First National. BancFirst also sells title insurance through its
90% owned subsidiary, Bankers Title Services, Inc., which was formed in July
2000.
WHO SERVES AS DIRECTORS FOR THE BANCFIRST SUBSIDIARIES?
Set forth below is information regarding the members of the Board of
Directors of each subsidiary of BancFirst:
THE FIRST NATIONAL BANK OF ZANESVILLE
- -------------------------------------
WILLIAM F. RANDLES, Chairman of the Board,
Area Manager, Time Warner Communications
EDWARD N. COHN, Executive Vice President and Chief Operating Officer of The First National Bank of
Zanesville
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life, President, The Forker Company
GARY N. FIELDS, President and CEO, BancFirst Ohio Corp.
SUSAN S. HENDERSON, Associate Professor, Muskingum Area Technical College
MILMAN H. LINN, III, (1)
President and General Manager, Zanesville Stoneware Company
JAMES M. MATESICH, CEO - Operations and Administration, Matesich Distributing Co.
JAMES L. NICHOLS, Treasurer, The Ohio State University
JAMES H. NICHOLSON, President and CEO of The First National Bank of Zanesville
JUDITH B. PIERCE, Retired Regional Manager,
Adelphia Communications Corp.
KARL C. SAUNDERS, M.D., MBA, F.A.C.S., President and CEO of Saunix Management, Ltd., Orthopaedic
Surgeon, Orthopaedic Associates of Zanesville, Inc.
WILLIAM T. STEWART, PHD, PE, President, Stewart Glapat Corp.
JOHN W. STRAKER, JR., President, Oxford Oil Company
WARREN W. TYLER, President, Warmarr Capital, Incorporated
LYNN H. WILLETT, PHD, President, Muskingum Area Technical College'
DIRECTORS EMERITI
- -----------------
Charles A. Gorsuch
Richard O. Johnson
Milman H. Linn, III
J.W. Straker, Sr.
(1) Retired from all board positions effective January 1, 2001.
FIRST FINANCIAL SERVICES GROUP, N.A.
- ------------------------------------
(Subsidiary of The First National Bank of Zanesville)
MILMAN H. LINN, III, (1), Chairman of the Board,
President and General Manager, Zanesville Stoneware Company
ROBERT M. BUTLER, President and CEO, First Financial Services Group, N.A.
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life, President, The Forker Company
SUSAN S. HENDERSON, Associate Professor, Muskingum Area Technical College
JAMES M. MATESICH, CEO - Operations and Administration, Matesich Distributing Co.
JAMES H. NICHOLSON, President and CEO, The First National Bank of Zanesville
LYNN H. WILLETT, PHD, President, Muskingum Area Technical College
CHORNYAK & ASSOCIATES, INC.
- ---------------------------
(Subsidiary of The First National Bank of Zanesville)
JOSEPH A. CHORNYAK, CFP, President,
Chornyak & Associates, Inc.
GARY N. FIELDS, President and CEO,
BancFirst Ohio Corp.
JAMES L. NICHOLS, Treasurer, The Ohio
State University
JAMES H. NICHOLSON, President and CEO,
The First National Bank of Zanesville
JOHN W. STRAKER, JR., President, Oxford
Oil Company
BANKERS TITLE SERVICES, INC.
- ----------------------------
(Subsidiary of BancFirst Ohio Corp.)
EDWARD N. COHN, Executive Vice President and Chief Operating Officer of The First National Bank of
Zanesville
GARY L. MCGLAUGHLIN, Senior Credit Officer of The First Natinal Bank of Zanesville
PHILIP E. BURKE, Director and Consultant, Burke Products, Inc.
DAVID K. CONRAD, Attorney, Bricker & Eckler LLP
JANINE M. MARKS, General Counsel and Senior Vice President of The First National Bank of Zanesville
DAVID J. MARTIN, President, Stewart Title Agency of Columbus Ltd.
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STOCK OWNERSHIP
WHO ARE THE LARGEST OWNERS OF BANCFIRST'S STOCK?
The following table shows the amount of BancFirst common stock
beneficially owned by any person or group (other than directors and executive
officers of BancFirst) that is the beneficial owner of more than 5% of
BancFirst's common stock as of March 1, 2001.
- ---------------------------------------------------------------------------------------------------------------------
AGGREGATE NUMBER PERCENT OF
OF SHARES SHARES
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING (1)
---------------- ------------------ ---------------
First Financial Services Group N.A., 1,005,367(2) 11.43%
Trustee
422 South Main Street
Zanesville, OH 43702-2668
J.W. Straker, Sr. 540,281 6.14%
4120 Harbor Oaks Court
Bonita Springs, FL 34134
- ---------------------------------------------------------------------------------------------------------------------
(1) Percentages based upon 8,795,452 shares of Common Stock outstanding.
(2) Of these shares, First Financial Services Group, N.A. ("FFSG") has no
investment power in 309,622 shares and sole voting power in 208,735 shares.
HOW MUCH STOCK DO BANCFIRST'S DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table shows the amount of common stock of BancFirst
beneficially owned (unless otherwise indicated) by BancFirst's directors, the
executive officers of BancFirst named in the Summary Compensation Table below
and the directors and executive officers of BancFirst as a group. Except as
otherwise indicated, all information is as of March 1, 2001.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has the sole or shared voting power or investment power and
also any shares which the individual has the right to acquire as of April 30,
2001 (60 days after the record date of March 1, 2001) through the exercise of
stock options or other rights. Unless otherwise indicated, each person has sole
investment and voting power (or shares such powers with his spouse) with respect
to the shares set forth in the following table. In the table below, we have
indicated that an individual owns shares directly if such shares are held in his
or her name, in the name of a spouse or in the name of a child.
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- -----------------------------------------------------------------------------------------------------------------------
NAME AMOUNT AND PERCENT OF
NATURE OF SHARES
BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------ ---------------
Philip E. Burke..................................... 19,732 Direct *
Gary N. Fields...................................... 10,815 Direct *
12,560 Indirect (3)
14,429 Vested Options
James L. Nichols.................................... 16,192 Direct *
James H. Nicholson.................................. 3,935 Direct *
16,477 Indirect (3)
13,960 Vested Options
William F. Randles.................................. 26,361 Direct *
3,748 Indirect (3)
Karl C. Saunders.................................... 23,213 Direct *
3,381 Indirect (3)
William T. Stewart.................................. 28,791 Direct *
8,304 Indirect (3)
John W. Straker, Jr................................. 22,124 Direct 5.69%
478,019 Indirect (4)
Edward N. Cohn...................................... 4,552 Direct *
22,979 Indirect (3)
10,448 Vested Options
Kim M. Taylor....................................... 7,396 Direct *
7,785 Indirect (3)
4,393 Vested Options
Gary L. McGlaughlin................................. 2,706 Direct *
15,800 Indirect (3)
3,659 Vested Options
All current directors and executive officers as a 168,622 Direct 9.03%
group (16) persons............................... 569,950 Indirect
55,715 Vested Options
- -----------------------------------------------------------------------------------------------------------------------
* Represents less than 1% of the Company's outstanding common stock.
(1) "Vested Options" are stock options which may be exercised as of April 30,
2001.
(2) Percentages are based upon 8,795,452 shares of common stock outstanding on
March 1, 2001.
(3) Of these shares 98,207 are held of record by FFSG.
(4) Of these shares, 2,016 are held of record by FFSG and 476,003 are held in
the name of Oxford Oil Company.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and holders of more than 10% of our common stock
to file with the Securities and Exchange Commission reports regarding their
ownership and changes in ownership of our stock. BancFirst believes that during
fiscal 2000, its officers, directors and 10% shareholders complied with all
Section 16(a) filing requirements, except one late report was filed by a
Director of The First National Bank of Zanesville (Mr. James M. Matesich, one
transaction for purchase of 2500 shares (indirect) of BancFirst Ohio Corp.
common stock. In making this statement, BancFirst has relied upon the written
representations of its directors and officers.
BOARD STRUCTURE AND COMPENSATION
Our Board currently has nine directors and the following 3 committees:
(1) Audit, (2) Compensation, (3) Strategic Planning. The membership during
fiscal 2000 and the function of each committee are described below. During 2000,
the Board held 13 meetings. Each director attended at least 75% of all Board and
applicable committee meetings.
-----------------------------------------------------------------------------------------------------
STRATEGIC
NAME OF DIRECTOR AUDIT COMPENSATION PLANNING
---------------- ----- ------------ ---------
Non-Employee Directors:
Philip E. Burke.................... X
James L. Nichols................... X X
William F. Randles................. X
Karl C. Saunders .................. * X X
William T. Stewart................. X
John W. Straker, Jr................ X * X
Employee Directors:
Gary N. Fields..................... X
James H. Nicholson.................
Number of Meetings in Fiscal 2000.. 12 1 3
-----------------------------------------------------------------------------------------------------
X = Committee member; * = Chair
THE AUDIT COMMITTEE
The Audit Committee reviews our auditing, accounting, financial
reporting and internal control functions and makes recommendations to the Board
for the selection of independent accountants. In discharging its duties, the
committee:
- reviews and approves the scope of the annual audit and the
independent accountant's fees;
- meets independently with our internal auditing staff, our
independent accountants and our senior management; and
- reviews the general scope of our accounting, financial reporting,
annual audit and internal audit program, matters relating to
internal control systems as well as the results of the annual audit.
Each member of the Audit committee is an "independent director," as
defined in the rules of the NASDAQ Stock Market. The Audit Committee operates
pursuant to a written charter, a copy of which is attached as Appendix A to this
proxy statement.
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COMPENSATION COMMITTEE
The Compensation Committee is responsible for making recommendations to
the Board regarding salaries and bonuses to be paid to executive officers.
STRATEGIC PLANNING COMMITTEE
The Strategic Planning Committee is responsible for reviewing
BancFirst's long-term strategic planning activities and making recommendations
and reports to the Board. The Committee oversees merger and acquisition
activities in accordance with corporate policy, reviews preliminary analyses and
makes recommendations to the Board.
DIRECTOR COMPENSATION ARRANGEMENTS
The following table provides information on BancFirst's compensation
and reimbursement practices during 2000 for non-employee directors as well as
the range of compensation paid to non-employee directors who served the entire
year. Gary N. Fields and James H. Nicholson are employees and therefore do not
receive any compensation for their Board activities. We have included
information with respect to compensation practices of our subsidiary as well.
COMPENSATION TABLE
FOR 2000
- -------------------------------------------------------------------------------------- ------------------------------
Annual Director Retainer (BancFirst) $6,000
Annual Director Retainer (First National) $6,000
Annual Retainer for Chairman (BancFirst) $20,000
Annual Retainer for Chairman (First National) $5,500
Board Meeting Attendance Fees (per meeting) (BancFirst) $275
Board Meeting Attendance Fees (per meeting) (First National) $550
Committee Meeting Attendance Fees (per meeting) (BancFirst) $275 (1)
Committee Meeting Attendance Fees (per meeting) (First National) $275
Reimbursement for Certain Expenses Attendant to Board Membership Yes
Range of Total Cash Compensation Paid to BancFirst Directors (for the year) $8,508 - $29,266
- -------------------------------------------------------------------------------------- ------------------------------
- ----------------
(1) Directors receive no compensation for meetings of the Compensation Committee.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors is currently divided into three classes, having
three-year terms that expire in successive years. The Company's Articles of
Incorporation provide for a Board of Directors composed of not less than seven
nor more than fifteen Directors. The Board of Directors has fixed the number of
Directors at nine. There is currently one vacant position on the Board. Your
Board of Directors intends to evaluate candidates to fill such vacancy during
2001. If, however, the Board does not identify a qualified candidate to fill
such vacancy during 2001 or otherwise determines that such vacancy should not be
filled, then at next year's annual meeting, the Board will seek your approval to
amend the Articles of Incorporation to reduce director classification to two
classes in accordance with Ohio law.
The current three-year term of office of Directors in Class II expires
at the 2001 Annual Meeting. The Board of Directors proposes that the nominees
described below, all of whom are currently serving as Class II Directors, be
elected to Class II for a new term of three years and until their successors are
duly elected and qualified.
Each of the nominees has consented to serve a three-year term. If any
of them should become unavailable to serve as a Director, the Board may
designate a substitute nominee. In that case, the persons named as proxies will
vote for the substitute nominee designated by the Board.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD
OF EACH OF THE FOLLOWING NOMINEES.
DIRECTORS STANDING FOR ELECTION
CLASS II DIRECTORS:
PHILIP E. BURKE Mr. Burke has served as a Director of BancFirst since 1996. He
Director since 1996 has served as a consultant and Director of Burke Products, Inc.
Age 63 since 1998. Mr. Burke served as President and Chief Executive
Officer of Burke Products, Inc. from 1966 to 1998.
GARY N. FIELDS Mr. Fields has served as President and Chief Executive Officer of
Director since 1997 BancFirst since April 1996 and was appointed a Director of
Age 60 BancFirst in September 1996. Mr. Fields also serves as a
Director of First National. He had served as Vice President of
BancFirst from February 1994 to April 1996. From September 1991
to February 1994, he was employed by Bank One, Columbus where he
coordinated the merger of The Central Trust Company of Central Ohio
into Bank One. From September 1986 to September 1991, he served as
President of The Central Trust Company of Central Ohio.
JAMES L. NICHOLS Mr. Nichols has served as a Director of BancFirst since September
Director since 1997 1996 and also serves as a Director of First National. Mr.
Age 57 Nichols has served as the Treasurer of The Ohio State University
since 1981.
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DIRECTORS CONTINUING IN OFFICE
CLASS III DIRECTORS:
The following Class III Directors were previously elected for terms
ending in 2002:
WILLIAM T. STEWART, PH.D., P.E. William T. Stewart was appointed a Director of BancFirst in
Director since 2000 January 2000. He previously served on the Company Board from
Age 53 1991 to 1996. He has served as a Director of First National
since 1991. Dr. Stewart is President and Chief Operating Officer
of Stewart Glapat Corp., first elected to that position in June
1985.
JOHN W. STRAKER, JR. Mr. Straker began serving as a Director of First National and
Director since 1993 BancFirst in 1993. Since 1984, Mr. Straker has served as
Age 45 President of Oxford Oil Company.
CLASS I DIRECTORS:
The following Class I Directors were elected at BancFirst's 2000 Annual
Meeting for terms ending in 2003:
JAMES H. NICHOLSON Mr. Nicholson has served as Vice President of BancFirst since
Director since 2000 September 1996, Corporate Secretary since April 1991 and served
Age 38 as Treasurer from April 1991 to September 1996. He was appointed
a Director of BancFirst in January 2000, Mr. Nicholson has served as
President and Chief Executive Officer and Director of First National
since February 1997. He served as Executive Vice President of First
National from May 1996 to January 1997 and Chief Operating Officer of
First National from August 1996 to January 1997. Mr. Nicholson served as
Chief Financial Officer of First National from April 1994 to September
1996, and served as Controller of First National from June 1990 to April
1994.
WILLIAM F. RANDLES Mr. Randles has served as a Director of First National since 1984
Director since 1990 and a Director of BancFirst since 1990. Since January 1996, Mr.
Age 68 Randles has served as Chairman of the Board of BancFirst and
First National. Since 1967, Mr. Randles has been General Manager
of T.C.I. Cablevision of Ohio, Inc. which was acquired by Time
Warner Communications in March 1999. He now serves as Area
Manager. He also serves as a Director of G-Pax, Inc.
KARL C. SAUNDERS, M.D., MBA, F.A.C.S. Dr. Saunders has served as a Director of First National since
Director since 1990 1989 and a Director of BancFirst since 1990. Dr. Saunders is
Age 50 President and CEO of Saunix Management, Ltd. and is also an
Orthopaedic Surgeon with Orthopaedic Associates of Zanesville,
Inc.
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PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Directors has appointed
PricewaterhouseCoopers, L.L.P. as BancFirst's independent accountants to audit
BancFirst's consolidated financial statements for the year ended December 31,
2001. During 2000, PricewaterhouseCoopers, L.L.P., served as BancFirst's
independent accountants and provided certain tax and consulting services.
Representatives of PricewaterhouseCoopers, L.L.P. are expected to attend the
meeting where they will be available to respond to questions and, if they
desire, to make a statement.
Audit Fees. The aggregate fees billed by PricewaterhouseCoopers, L.L.P.
for professional services rendered for the audit of our annual financial
statements for 2000 and the review of the financial statements in our Forms 10-Q
was $122,000.
All Other Fees. The aggregate fees billed by PricewaterhouseCoopers,
L.L.P. for other non-audit services rendered to us for the year ended December
31, 2000 was $40,025.
The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS, L.L.P. AS BANCFIRST'S INDEPENDENT
ACCOUNTANTS FOR 2000. If the appointment is not ratified, our Board will select
other independent accountants.
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EXECUTIVE OFFICERS
The following table provides information regarding each of BancFirst's
executive officers. All officers are elected by the Board of Directors to serve
one year terms.
NAME AGE POSITION
- ---- --- --------
Gary N. Fields 60 President, Chief Executive Officer
and Director of BancFirst; Director
of First National
James H. Nicholson 38 Vice President and Secretary of
BancFirst and Director of BancFirst;
President, Chief Executive Officer
and Director of First National
Edward N. Cohn (1) 42 Vice President of BancFirst;
Executive Vice President and Chief
Operating Officer and Director of
First National
Kim M. Taylor (2) 45 Treasurer and Chief Financial
Officer of BancFirst; Senior Vice
President and Chief Financial
Officer of First National
Robert M. Butler (3) 54 Senior Vice President of First
National; President and Chief
Executive Officer of FFSG, NA
James B. Baemel (4) 37 Senior Vice President of The First
National Bank and Chief Commercial
Lending Officer
Gary L. McGlaughlin (5) 51 Senior Vice President of The First
National
Thomas J. Selock (6) 48 Senior Vice President of The First
National
Dennis K. Miller (7) 53 Senior Vice President of The First
National
Susan M. Larson (8) 36 Senior Vice President of The First
National
- ---------------------
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(1) Edward N. Cohn has served as Vice President of BancFirst since
September 1996. He served as Executive Vice President, Chief Operating
Officer, Columbus Divisional President and Director of First National
since May 1998. Mr. Cohn served as Chairman of the Board of Directors
and President of County from September 1993. Prior to September 1993,
Mr. Cohn served as a Director and as President of the Licking and
Franklin County Divisions for County.
(2) Kim M. Taylor has served as Chief Financial Officer/Treasurer of
BancFirst since September 1996. He has served as Senior Vice President
and Chief Financial Officer of First National since May 1998. Mr.
Taylor served as Senior Vice President of County since 1993 and as
Chief Financial Officer since September 1993. Prior to February 1993,
Mr. Taylor served as Vice President of Finance/Treasurer of County.
(3) Robert M. Butler has served as Senior Vice President of First National
since February 1995 and President of FFSG, NA since July 1996. From
August 1993 to February 1995, Mr. Butler served as Senior Vice
President of the Trust Company of Kentucky, Ashland, Kentucky. From
July 1989 to July 1993, he served as Vice President and Senior Trust
Officer of United Southern Bank, Estis, Florida.
(4) James B. Baemel has served as Senior Vice President, Chief Commercial
Lending Officer, of First National since February 2000. He served as
Senior Vice President, Sales and Marketing, of First National from
February 2000 to September 2000 and as Regional Vice President Officer
of the Bank from August 1998 to February 2000, managing First
National's Small Lending division. From August 1991 to August 1998, he
served as Executive Vice President and Chief Operating Officer of The
Money Store Investment Corp.
(5) Gary L. McGlaughlin has served as Senior Vice President and Senior
Commercial Credit Officer of First National since May 1998. He served
as Executive Vice President and Chief Lending Officer of County since
1993. Prior to February 1993, Mr. McGlaughlin served as Chief Lending
Officer of County.
(6) Thomas J. Selock has served as Senior Vice President of First National,
Executive Vice President Muskingum County Division since May 1998. He
served as Executive Vice President of First National from November 1997
to May 1998. From September 1991, he served as Senior Vice President of
Commercial Lending for Bank One Cambridge, N.A.
(7) Dennis K. Miller, Sr., CBA, CFSA, has served as Senior Vice President
and Senior Operations Officer of First National since February 1999.
From November 1997 to February 1999, he served as Director of Audit for
BancFirst. Prior to November 1997, Mr. Miller was Senior Vice President
and Chief Operations Officer of PremierBank and Trust in Elyria, Ohio.
(8) Susan M. Larson has served as Director of Human Resources of First
National since March 1999 and was promoted from Vice President to
Senior Vice President in April 2000. She served as Employment
Specialist of First National from March 1998 to March 1999. Ms. Larson
served as Staffing Leader at Colgate-Palmolive Company, Cambridge,
Ohio, from 1996 to 1998 and as Training Leader from 1990 to 1996.
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EXECUTIVE COMPENSATION
The following table discloses compensation received by BancFirst's
Chief Executive Officer and its four other most highly paid executive officers
for the fiscal year ending December 31, 2000, as well as their compensation for
the fiscal years ending December 31, 1999 and 1998.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------------ --------------------
RESTRICTED
NAME AND PRINCIPAL OTHER ANNUAL STOCK SECURITIES ALL OTHER
POSITION COMPENSATION AWARDS UNDERLYING COMPENSATION
YEAR SALARY ($) BONUS ($) ($)(1) ($)(2) OPTIONS (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------
Gary N. Fields 2000 174,000 42,630 -- 42,630 16,240 18,676 (3)
Chief Executive Officer 1999 168,000 54,600 -- 54,600 7,100 17,524
of BancFirst 1998 165,923 9,000 -- 1,000 11,333 18,100
James H. Nicholson 2000 170,000 41,650 -- 41,650 15,870 16,624 (3)
President of First 1999 162,750 52,894 -- 52,894 6,900 15,760
National 1998 160,000 10,500 -- 10,500 10,000 15,796
Edward N. Cohn 2000 166,000 40,670 -- 40,670 15,500 9,860 (3)
Executive Vice President 1999 160,000 52,000 -- 52,000 6,800 9,486
of First National 1998 182,692 0 -- 0 9,000 9,612
Kim M. Taylor 2000 114,000 16,660 -- 16,660 6,350 7,366 (3)
Chief Financial Officer 1999 110,000 21,125 -- 21,125 2,800 7,054
of BancFirst 1998 114,231 5,500 -- 5,500 3,218 9,177
Gary L. McGlaughlin 2000 119,000 14,210 -- 14,210 6,260 9,963 (3)
Senior Vice President 1999 115,000 18,200 -- 18,200 2,800 8,157
Of First National 1998 115,000 2,500 -- 2,500 3,500 8,597
(1) The aggregate amount of perquisite compensation to be reported herein
is less than the lesser of $50,000 or 10% of the total of annual salary
and bonus reported for the named executive officer. No other annual
compensation was paid or payable to the named executive officers in the
years indicated.
(2) Represents the dollar value of stock awarded to the officer, at his
election, pursuant to BancFirst's Bonus Shares Program whereby the
named officer was permitted to forego a portion of his bonus and
receive shares of BancFirst's stock. Pursuant to such plan, if the
officer holds such shares for a period of 5 years from such issuance,
BancFirst will issue additional stock to such officer in an amount
equal to 50% of such original award.
(3) Represents dollar value of term life insurance premiums paid by
BancFirst on behalf of Messrs. Fields ($2,376), Nicholson ($324), Cohn
($360), Taylor ($526), and McGlaughlin ($828) and BancFirst
contributions to defined contribution plans on behalf of Messrs. Fields
($16,300), Nicholson ($16,300), Cohn ($9,500), Taylor ($6,840) and
McGlaughlin ($9,135).
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OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in 2000 to
each of the named executive officers.
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying Options to Employees in Exercise Price Expiration Market Value Grant Date
Name Granted(2) 2000(3) ($/Share)(4) Date on Grant Date Present Value(5)
- ----------------- -------------------------------------------------------------------------------------------------------
Gary N. Fields 16,240 7.90% $15.00 - $18.00 12/21/20 $15.00 $67,558
James H. Nicholson 15,870 7.72% $15.00 - $18.00 12/21/20 $15.00 $66,019
Edward N. Cohn 15,500 7.54% $15.00 - $18.00 12/21/20 $15.00 $64,480
Kim M. Taylor 6,350 3.09% $15.00 - $18.00 12/21/20 $15.00 $26,416
Gary L. McGlaughlin 6,260 3.04% $15.00 - $18.00 12/21/20 $15.00 $26,042
(1) No stock appreciation rights were granted to executive officers in
2000.
(2) The options granted in 2000 are exercisable 25% after the first year
from the grant date, 50% after the second year, 75% after the third
year and 100% after the fourth year.
(3) BancFirst granted options to purchase an aggregate of 205,600 shares to
employees in 2000.
(4) For each of the named executive officers, the exercise price for 25% of
the options granted is $15.00, for 25% of the options granted is
$16.00, for 25% of the options granted is $17.00 and for 25% of the
options granted is $18.00.
(5) BancFirst used the Black-Scholes model of option valuation to determine
the grant date present value. BancFirst does not advocate or
necessarily agree that the Black-Scholes model can properly determine
the value of an option. Calculation of the valuation assumes an
interest rate (risk-free rate of return) of 5.03%; annual dividend
yield of 3.54%; and volatility of 32.18%.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises in 2000 by
each of the named executive officers and the values of each of such officer's
unexercised options at December 31, 2000.
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
DECEMBER 31, 2000 DECEMBER 31, 2000(1)
---------------------- ---------------------------------
Number of
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- -------------- -------- ----------- ------------- ----------- -------------
Gary N. Fields 0 $0 14,429 29,986 - 0 - $2,030
James H. Nicholson 0 $0 13,960 28,853 - 0 - $1,984
Edward N. Cohn 0 $0 10,448 26,893 - 0 - $1,938
Kim M. Taylor 0 $0 4,393 10,901 - 0 - $794
Gary L. McGlaughlin 0 $0 3,659 10,665 - 0 - $783
- ----------
(1) The value of unexercised options is based upon the difference between the
exercise price and the average of the high and low market prices on December 29,
2000 of $15.50.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation. This report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that BancFirst Ohio
Corp. specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The Compensation Committee of the Board of Directors is composed
entirely of non-employee directors and no member has any direct or indirect
material interest in or relationship with BancFirst except his stock ownership
and position as a director. The Compensation Committee of the Board of Directors
has not formalized a policy with respect to qualifying compensation paid to
executive officers under Section 162(m) of the Internal Revenue Code, but
intends to study BancFirst's compensation plans to develop a formal policy, if
necessary.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable BancFirst to attract, retain
and reward executive officers whose contributions are critical to the long-term
success of BancFirst. BancFirst is committed to maintaining a competitive pay
program that helps attract and retain experienced, highly effective personnel.
Historically, to ensure that pay is competitive, BancFirst has compared its pay
practices with those of other comparable mid-western high-performing financial
service organizations and sets its pay parameters based on this review. The
banks surveyed do not include the NASDAQ bank industry index set forth in the
corporate performance graph, but were selected by the Compensation Committee as
a peer group solely for the purposes of determining compensation levels.
Generally, executive officers are rewarded based upon corporate
performance and individual performance. Corporate performance is evaluated by
reviewing the extent to which strategic and business plan goals are met,
including such factors as earnings, return on assets, return on equity and
strategic initiatives. None of the factors included in BancFirst's strategic and
business goals is assigned a specific weight. Instead, the Compensation
Committee recognizes that these factors may change in order to adapt to specific
business challenges and to
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changing economic and marketplace conditions. Individual performance is
evaluated by reviewing organizational and management development progress and
the degree to which teamwork and Company values are fostered.
COMPENSATION VEHICLES
BancFirst's total compensation program historically consisted solely of
cash compensation. In 1997, the Board of Directors adopted an equity-based
compensation system, which was approved by the shareholders in 1998. BancFirst
believes that having such a compensation program allows BancFirst to attract and
retain key employees and permits it to provide useful products and services to
its customers, enhance shareholder value, encourage innovation, foster teamwork
and adequately reward employees.
SALARY. The Named Officers of BancFirst, other than Mr. Fields, receive
no compensation from BancFirst, but are paid by First National for services
rendered in their capacities as executive officers of First National. Generally,
the Compensation Committee reviews and recommends to the Board of Directors the
compensation of the chief executive officer, consisting of base salary, bonus
and any equity-based compensation. The chief executive officer of First National
establishes the salary and bonus levels of the other executive officers within
that organization. The executive compensation levels were based on a subjective
performance review of each officer and the performance of his or her area of
responsibility. The compensation components for executive officers, other than
the chief executive officer, do not relate directly to specific Company
performance or any targeted performance factors. These recommendations were made
to the respective boards and ratified by board action.
BONUS. The Named Officers of BancFirst, other than Mr. Fields, are paid
by First National for services rendered in their capacities as executive
officers of the respective subsidiary. The bonus levels for the named officers,
other than Mr. Fields, were determined by the Board of Directors, based on a
subjective performance review of such officer and the performance of his or her
area of responsibility.
For 2000, the Compensation Committee set forth criteria for the 2000
bonus plan for Mr. Fields. To be eligible to receive bonus payments under the
plan, BancFirst was required to meet certain enumerated specifications. Under
such plan, Mr. Fields would receive a bonus for achievement by BancFirst of
certain targeted performance levels related to earnings, return on assets and
return on equity. For achievement of budgeted after-tax net income per share,
Mr. Fields would be paid 25% of his base salary. For achievement of less than
100% of the budget but at least 95% of the budget, Mr. Fields would be paid 15%
of his base salary. For achievement of less than 95% of budget but at least 90%
of budget, Mr. Fields would be paid 10% of his base salary. For achievement of
budget plus each $0.05 per share increment, Mr. Fields would be paid an
additional 5% of his base salary.
For achievement of budgeted return on average assets, Mr. Fields would
be paid 4.0% of his base salary. For achievement of less than 100% of budget,
but at least 95%, Mr. Fields would be paid 3% of his base salary. For
achievement of less than 95% of budget, but at least 90% of budget, Mr. Fields
would be paid 1% of his base salary. For achievement of budget plus an
additional .20%, Mr. Fields would be paid 5% of his base salary.
Finally, for achievement of budgeted return on equity, Mr. Fields would
be paid 21% of his base salary. For achievement of less than 100% of budget, but
at least 95% of budget, Mr. Fields would be paid 10% of his base salary. For
achievement of less than 95% of budget, but at least 90% of budget, Mr. Fields
would be paid 5% of his base salary. For achievement of budget plus .50%, Mr.
Fields would be paid 25% of his base salary for achievement of budget, plus
1.00%. Mr. Fields would be paid 30% of his base salary.
The plan also provides for a reduction in any earned bonus if certain
enumerated adverse events occurred during 2000.
BONUS SHARES PROGRAM. The Compensation Committee believes that as
employees own more shares of BancFirst, they will incorporate the views of the
shareholder into their daily work activities. Thus, all employees who are
eligible to receive an annual bonus in excess of $1,000 will be required to
receive a minimum of 10% of that annual bonus in stock. The employee may then
elect to receive up to an additional 40% of the annual bonus in stock. If the
employee holds these shares for five years, BancFirst will issue 1/2 share for
each share held for this period. The Compensation Committee believes that the
matching shares provided to the employee after the holding period provide a
reward for holding the stock and growing its value.
STOCK INCENTIVE AWARDS. The purpose of this program is to provide
additional incentives to employees to work to maximize shareholder value.
BancFirst also recognizes that a stock incentive program is a necessary element
of a competitive compensation package for its employees. The program utilizes
vesting periods to encourage its employees to continue in the employ of
BancFirst and thereby acts as a retention device. BancFirst believes that the
program encourages employees to maintain a long-term perspective.
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The stock incentive plan provides a 7% escalation in the exercise price
over the first four years after the award and during the vesting period. The
value to the executive officer is created over the holding period when the stock
price escalates in value, compared with the exercise price to which he or she is
entitled. In determining the size of an option award for an executive officer,
the Compensation Committee's primary considerations are the "grant value" of the
award and the performance of the officer measured against the salary performance
criteria described above in determining salary. To determine the grant value
guidelines for option awards, BancFirst surveys the same group of companies that
are surveyed for salary purposes. BancFirst compares an option's market value,
determined by assuming an annual increase in the market value of the underlying
shares of Common Stock during the term of the option, to the cash component of
compensation for a given executive position.
Based upon a survey of the cash and equity components of compensation
for comparable positions in the market, BancFirst has determined that its
compensation goals for 2000 were to provide approximately 50% of the targeted
compensation in the form of salary, approximately 25% of the compensation in the
form of bonus, and approximately 25% of the compensation in the form of stock
options. BancFirst will determine the percentage make-up of the total targeted
compensation package annually.
EXECUTIVE RETENTION PLAN. To promote stability among certain key
executive officers, the Board of Directors of BancFirst adopted the BancFirst
Ohio Corp. Executive Retention Plan ("Plan") to provide additional compensation
to eligible management and highly compensated employees whose employment is
terminated following a Change of Control. Under the Plan, agreements have been
entered into with Gary N. Fields, James H. Nicholson, Edward N. Cohn, Kim M.
Taylor, Gary L. McGlaughlin, Thomas J. Selock and James B. Baemel which provide
that if there is a Change of Control of BancFirst and such individual's
employment is terminated, other than for cause, within 24 months following such
Change of Control, such individual shall be entitled to an amount payable in one
lump sum. This amount will be equal to the lesser of (a) 200 percent of such
individual's annual base salary, or (b) the maximum amount that may be
distributed without incurring an excise tax under Internal Revenue Code Section
280G and 4999.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Fields has been President and Chief Executive Officer of BancFirst
since April 1996. The Compensation Committee employed the factors and policies
described above in determining Mr. Fields' fiscal 2000 total compensation. The
Compensation Committee reviewed the bonus guidelines as set forth for Mr.
Fields' 2000 bonus plan described above and reviewed the 2000 financial
performance of BancFirst. Mr. Fields received an $85,260 bonus, 50% of which was
received in the form of restricted stock, based on BancFirst achieving certain
targeted performance levels related to earnings, return on assets and return on
equity.
In determining Mr. Fields' stock incentive awards, BancFirst followed
the same policy described above for other executive officers. Stock options are
granted to encourage and facilitate stock ownership by the executive officers
and to strengthen both their personal commitment to BancFirst and a longer term
perspective on their managerial responsibilities.
In December 2000, the Compensation Committee granted Mr. Fields options
to purchase 16,240 shares. The options vest over a period of four years. A total
of 25% of the options are exercisable at $15.00 per share (equal to the fair
market value of BancFirst's common stock on the date of grant), 25% of the
options are exercisable at a price of $16.00 per share, 25% of the options are
exercisable at a price of $17.00 per share and 25% of the options are
exercisable at a price of $18.00 per share. In granting the options to Mr.
Fields, the Compensation Committee reviewed the grant value guidelines described
above, evaluated his performance against performance criteria described above
and considered competitive data showing total direct compensation for Mr. Fields
and comparable chief executive officers of other mid-western high-performing
financial service organizations.
During 2000, no recommendation of the Compensation Committee regarding
the Chief Executive Officer's compensation or any determination regarding
executive compensation was in any material way modified or rejected by the Board
of Directors.
Milman H. Linn, III
James L. Nichols
Karl C. Saunders
John W. Straker, Jr.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2000, Messrs. Linn, Nichols, Saunders, and Straker served as
members of the Compensation Committee of BancFirst's Board of Directors. The
Compensation Committee determined the compensation level of the Chief Executive
Officer. Mr. Fields, Chief Executive Officer of BancFirst, determined the
compensation levels of each of the other executive officers of BancFirst.
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REPORT OF THE AUDIT COMMITTEE
In connection with the preparation and filing of our Annual Report on
Form 10-K for the year ended December 31, 2000, the Audit Committee:
- reviewed and discussed the audited financial statements with
BancFirst's management,
- discussed with PricewaterhouseCoopers, L.L.P., our independent
auditors, the matters required to be discussed by Statement of
Auditing Standards 61 (as modified or supplemented), and
- received the written disclosures and the letter from
PricewaterhouseCoopers, L.L.P. required by Independence
Standards Board Standard No. 1 (as modified or supplemented)
and discussed the independence of PricewaterhouseCoopers,
L.L.P. with PricewaterhouseCoopers, L.L.P.
Based on the review and discussions referred to above, among other
things, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the BancFirst Ohio Corp. Annual
Report on Form 10-k for the year ended December 31, 2000.
AUDIT COMMITTEE
Karl C. Saunders, Chair
Philip E. Burke
James L. Nichols
John W. Straker, Jr.
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STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent BancFirst Ohio Corp.
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The graph below compares the yearly percentage change in the cumulative
shareholder return on BancFirst's Common Stock with the cumulative return of the
Total Return Index for the NASDAQ Stocks and the NASDAQ Bank Industry Index (SIC
Codes 602 and 671) for the period of five fiscal years. The graph assumes
reinvestment of all dividends paid on BancFirst's Common Stock. The shareholder
return shown on the graph below is not necessarily indicative of future
performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
BANCFIRST OHIO CORP., TOTAL NASDAQ STOCKS, NASDAQ BANK STOCKS
Assumes that the value of the investment in BancFirst Ohio
Corp. Stock and each index was $100 at December 31, 1995 and
that all dividends were reinvested.
PLOT POINTS
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
BancFirst 100 104.89 165.88 211.64 164.13 119.21
Nasdaq Stocks 100 122.71 149.25 208.40 386.77 234.81
Nasdaq Bank Stocks 100 126.16 206.37 182.08 167.55 192.13
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Several directors of BancFirst are affiliated with entities engaged in
various levels of business activity with First National. These and other
transactions of First National with officers, directors, employees, principal
shareholders or affiliates have been or will be (i) made in the ordinary course
of business; (ii) on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons; and (iii) such that they did not or do not involve more than the
normal risk of collectibility or present other unfavorable features.
ADDITIONAL QUESTIONS AND INFORMATION REGARDING
THE ANNUAL MEETING AND SHAREHOLDER PROPOSALS
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the two proposals described in this proxy statement, we do not
expect any matters to be presented for a vote at the annual meeting. If you
grant a proxy, the persons named as proxy holders, Edward N. Cohn and James
H. Nicholson, will have the discretion to vote your shares on any additional
matters properly presented for a vote at the meeting. If for any unforeseen
reason any of our nominees is not available as a candidate for director, the
persons named as proxy holders will vote your proxy for such other candidate
or candidates as may be nominated by the Board of Directors.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED?
A: Each share of our common stock outstanding as of the close of business on
March 1, 2001, the record date, is entitled to one vote at the annual
meeting. On the record date, we had approximately 9,534,261 shares of common
stock issued and 8,795,452 shares outstanding.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?
A: Under Ohio law and our charter documents, a quorum is established by the
presence of any shares at the meeting. The shares may be present in person
or represented by proxy at the meeting. Both abstentions and broker
non-votes are counted as present for the purpose of determining the presence
of a quorum. Generally, broker non-votes occur when shares held by a broker
for a beneficial owner are not voted with respect to a particular proposal
because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to vote
such shares.
Q: WHO WILL COUNT THE VOTE?
A: A representative of Mellon, BancFirst's transfer agent, will tabulate the
votes and act as the inspector of election.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy instructions, ballots and voting tabulations that identify individual
shareholders are handled in a manner that protects your voting privacy. Your
vote will not be disclosed either within BancFirst or to third parties
except (1) as necessary to meet applicable legal requirements, (2) to allow
for the tabulation of votes and certification of the vote, or (3) to
facilitate a successful proxy solicitation by our Board. Occasionally,
shareholders provide written comments on their proxy card which are then
forwarded to BancFirst management.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?
A: BancFirst will pay the entire cost of preparing, assembling, printing,
mailing and distributing these proxy materials. In addition to the mailing
of these proxy materials, the solicitation of proxies or votes may be made
in person, by telephone or by electronic communication by our directors,
officers, and employees, who will not receive any additional compensation
for such solicitation activities. We will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses for forwarding proxy and solicitation materials to
shareholders.
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Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
SHAREHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A: You may submit proposals for consideration at future shareholder meetings,
including director nominations.
SHAREHOLDER PROPOSALS: In order for a shareholder proposal to be considered
for inclusion in BancFirst's proxy statement for next year's annual meeting,
the written proposal must be received by BancFirst no later than December
19, 2001. Such proposals also will need to comply with Securities and
Exchange Commission regulations regarding the inclusion of shareholder
proposals in company sponsored proxy materials. Similarly, in order for a
shareholder proposal to be raised from the floor during next year's annual
meeting, written notice must be received by BancFirst no later than February
19, 2002.
NOMINATION OF DIRECTOR CANDIDATES: You may propose director candidates for
consideration by our Board. In addition, our Code of Regulations permit
shareholders to nominate directors at a shareholder meeting. In order to
make a director nomination at a shareholder meeting it is necessary that you
notify BancFirst not fewer than 15 days (and not more than 50 days) in
advance of the annual meeting of shareholders. In addition, the notice must
meet all other requirements contained in our Code of Regulations.
COPY OF CODE OF REGULATIONS PROVISIONS: You may contact the BancFirst
Corporate Secretary at our Company headquarters for a copy of the relevant
Code of Regulations provisions regarding the requirements for making
shareholder proposals and nominating director candidates.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
March 15, 2001
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APPENDIX A
BANCFIRST OHIO CORPORATION
AUDIT COMMITTEE CHARTER
I. PURPOSE: One committee of the board of directors will be known as the audit
committee. The primary function of the audit committee is to assist the board in
fulfilling its oversight responsibilities by reviewing the financial information
that will be provided to the shareholders and others, the systems of internal
control management and the board of directors have established and all audit
processes. The audit committee's primary duties and responsibilities are to:
|_| Provide an open avenue of communication among management, the internal
auditors, the independent accountant and the board of directors.
|_| Serve as an independent and objective party to monitor the corporation's
financial reporting process and internal control system.
|_| Review and appraise the audit efforts of the corporation's independent
accountants and internal auditing department.
The audit committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV. of this Charter.
II. COMPOSITION: The audit committee shall be comprised of three or more
directors as determined by the board, each of whom shall be independent
directors, and free from any relationship that, in the opinion of the board,
would interfere with the exercise of his or her independent judgment as a member
of the committee. An independent director may not be associated with a major
vendor to, or customer of, the company. All members of the committee shall have
a working familiarity with basic finance and accounting practices, and at least
one member of the committee shall have accounting or related financial
management expertise.
III. MEETINGS: The committee will meet at least four times each year, more
frequently if circumstances make that preferable. The audit committee chairman
has the power to call a committee meeting whenever he or she thinks there is a
need. The committee may ask members of management or others to attend the
meeting and is authorized to receive any and all pertinent information from
management as determined by the committee. The committee will meet with the
director of internal audit, the independent accountant and management in
separate executive sessions to discuss any matters the committee or these groups
believe should be discussed privately with the audit committee.
IV. RESPONSIBILITIES AND DUTIES: To fulfill its responsibilities and duties the
audit committee shall:
GENERAL
|_| The audit committee will report committee actions to the board of directors
with such recommendations as the committee may deem appropriate.
|_| The audit committee has the power to conduct or authorize investigations
into matters within the committee's scope of responsibilities. The
committee is authorized to retain independent counsel, accountants or
others it needs to assist in an investigation.
|_| The committee will do whatever else the law, the company's charter or
bylaws or the board of directors may require or direct.
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RESPONSIBILITIES FOR ENGAGING INDEPENDENT ACCOUNTANTS AND APPOINTING THE
INTERNAL AUDITOR
|_| The audit committee will recommend to the board of directors the
independent accountants to be nominated, approve the compensation of the
independent accountant, and review and recommend to the board of directors
the discharge of the independent accountants.
|_| The audit committee will review and concur, by majority vote, in the
appointment, replacement, reassignment, or dismissal of the director of
internal auditing.
|_| The audit committee will confirm and assure the independence of the
independent accountant, including a review of management consulting
services provided by the independent accountant and the fees paid for them.
|_| The audit committee will confirm and assure that a direct reporting
relationship is maintained between the internal auditor and the audit
committee.
|_| The audit committee will consider, in consultation with the independent
accountant and the director of internal auditing, the audit scope and
procedural plans made by the internal auditors and the independent
accountant.
|_| The audit committee will make sure that the director of internal auditing
and the independent accountant coordinate the internal and external audits.
RESPONSIBILITIES FOR REVIEWING INTERNAL AUDITS, THE ANNUAL EXTERNAL AUDIT AND
THE REVIEW OF QUARTERLY AND ANNUAL FINANCIAL STATEMENTS
|_| The audit committee will ascertain that the independent accountant views
the board of directors as its client, that it will be available to the full
board of directors at least annually and that it will provide the committee
with a timely analysis of significant financial reporting issues.
|_| The audit committee will discuss with management, the director of internal
audit and the independent accountant significant risks and exposures and
will assess management's steps to minimize them.
|_| The audit committee will review the following with the independent
accountant and the director of internal audit:
a.) The adequacy of the company's internal controls, including
computerized information system controls and security.
b.) Any significant findings and recommendations made by the independent
accountant or internal audit, together with management's responses to
them.
|_| Shortly after the annual examination is completed, the audit committee will
review the following with management and the independent accountant:
a.) The company's annual financial statements and related footnotes.
b.) The independent accountant's audit of and report on the financial
statements.
c.) The auditor's qualitative judgements about the appropriateness, not
just the acceptability, of accounting principles and financial
disclosures.
d.) Any serious difficulties or disputes with management encountered
during the course of the audit.
e.) Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
|_| The audit committee will consider and review with management and the
director of internal auditing:
a.) Any significant findings during the year and management's responses
to them.
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b.) Any difficulties the internal auditor encountered while
conducting audits, including any restriction on the scope of
their work or access to required information.
c.) Any changes to the planned scope of management's internal
audit plan that the committee thinks advisable.
d.) The internal audit department's budget and staffing.
e.) The internal audit department's charter.
f.) Internal auditing's compliance with The IIA's Standards for
the Professional Practice of Internal Auditing (Standards).
|_| The audit committee will review the annual filing with the SEC and other
published documents containing the company's financial statements and will
consider whether the information in the filing is consistent with the
information in the financial statements.
PERIODIC RESPONSIBILITIES
|_| Review and update the committee's charter annually.
|_| Review policies and procedures covering officers' expense accounts and
perquisites, including their use of corporate assets, and consider the
results of any review of those areas by the internal auditor or the
independent accountant.
|_| Review, with the director of internal audit and the independent accountant,
the results of their examination of compliance with the company's code of
conduct.
|_| Review legal and regulatory matters that may have a material effect on the
organization's financial statements, compliance policies and programs and
reports from regulators.
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The shares represented by this Proxy will be voted as Please mark
directed. If no direction is indicated, the shares will your votes as [X]
be voted "FOR" the nominees listed above and "FOR" indicated in
proposal 2 and in the discretion of the Proxies for this example
any other matter that may properly come before the
Meeting.
1. ELECTION OF DIRECTORS:
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed below
[ ] [ ]
Class II Directors: Philip E. Burke, Gary N. Fields,
James L. Nichols
INSTRUCTION: To withhold authority for any individual nominee, strike
a line through such individual's name above.
2. To ratify the appointment of PricewaterhouseCoopers, L.L.P. as independent
auditors for the fiscal year ending December 31, 2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To transact such other business as may properly come before the meeting.
4. I plan to attend the Annual Meeting in person. [ ]
If the share are issued in the name of two or more persons, each person should
sign the Proxy. If the shares are issued in the name of a corporation or
partnership, please sign in corporate name, by president or other authorized
officer, or in the partnership name, by an authorized person. Please sign
exactly as your name appears and return this Proxy promptly in the accompanying
postage-paid envelope. When signing as Attorney, Executor, Administrator,
Trustee, Guardian or in other representative capacity, please give full title as
such.
Signature Title
--------------------- -------------
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Signature if held jointly
Date
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PROXY
BANCFIRST OHIO CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 19, 2001
The undersigned hereby appoints Edward N. Cohn and James H. Nicholson, and each
of them, with full power of substitution, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of BancFirst Ohio Corp. (the
"Company") and any adjournments or postponements thereof (the "Meeting") and to
vote all common shares the undersigned would be entitled to vote at the Meeting
as indicated upon all matters referred to herein and in their discretion upon
any other matters which may properly come before the Meeting.
(Continued and to be dated and signed on reverse side)
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