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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<Table>
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
</Table>
OHIO LEGACY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] 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: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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OHIO LEGACY CORP
305 WEST LIBERTY STREET
WOOSTER, OHIO 44691
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------
To our Shareholders:
The 2002 Annual Meeting of Shareholders (the "Annual Meeting") of Ohio
Legacy Corp (the "Company") will be held at 4026 Dressler Road, N.W., Canton,
Ohio on April 25, 2002 at 10:00 a.m. for the following purposes:
1. To elect four (4) Class II directors to serve until the 2005
annual meeting and until their successors are elected and
qualified.
2. To consider and approve an amendment to the Company's Omnibus
Stock Option, Stock Ownership and Long Term Incentive Plan
("Plan") to increase the number of authorized shares under the
Plan eligible for issuance to employees and non-employee
directors of the Company by 100,000 shares.
3. To act upon such other matters as may properly come before the
Annual Meeting or any adjournments thereof.
Shareholders of record as of close of business on March 1, 2002 are
entitled to notice of and to vote at the Annual Meting.
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE AS
PROMPTLY AS POSSIBLE. YOU HAVE THE OPTION TO REVOKE YOUR PROXY AT ANY TIME PRIOR
TO THE ANNUAL MEETING REGARDLESS OF YOUR VOTING METHOD, OR TO VOTE YOUR SHARES
PERSONALLY ON REQUEST IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Daniel H. Plumly
Secretary
March 22, 2002
OHIO LEGACY CORP
305 WEST LIBERTY STREET
WOOSTER, OHIO 44691
PROXY STATEMENT
VOTING INFORMATION
The accompanying proxy is solicited by the Board of Directors of the
Company and will be voted in accordance with the instructions given, unless
revoked. If no direction is indicated, such shares will be voted in favor of all
the proposals set forth in this Proxy Statement and in favor of the election to
the Board of Directors of the nominees named in this Proxy Statement. A
shareholder may revoke his or her proxy without affecting any vote previously
taken by giving notice to Secretary of the Company in writing or by voting in
person at the Annual Meeting.
The record date for determination of shareholders entitled to vote at
the Annual Meeting is March 1, 2002. On that date, the outstanding common shares
of the Company were 965,500, having no par value. Each shareholder will be
entitled to one vote per share on all matters to be submitted at the Annual
Meeting. Shareholders representing the majority of the then outstanding shares
entitled to vote at the Annual Meeting shall constitute a quorum. An abstention
will be considered present at the meeting for purposes of determining a quorum,
but will not be counted as voting for or against the issue to which it relates.
The approximate date upon which this Proxy Statement and proxy will
first be mailed to shareholders is March 22, 2002. All costs associated with the
solicitation of proxies will be paid by the Company. Proxies will be solicited
primarily by mail, but certain officers and employees of the Company, or its
subsidiary, Ohio Legacy Bank, may solicit proxies, personally or by telephone,
without additional compensation.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of thirteen
members divided into three classes, designated as Class I, Class II and Class
III, with Class I and II currently consisting of four directors and Class III
currently consisting of five directors. The directors in each class are elected
for terms of three years so that at each annual meeting the term of office of
one class of directors expires. The terms of office of the four Class II
directors of the Company will expire on the day of the 2002 annual meeting, upon
the election of their successors.
Proxies solicited pursuant to this Proxy Statement granting authority
to vote on the election of directors will be voted for the election of the
following Class II directors, whose present terms of office will expire at the
meeting, to serve for three-year terms expiring in 2005 and until their
successors are elected and qualified: Benjamin M. Mast, Robert F. Belden,
Gregory A. Long and Thomas W. Schervish.
- 1 -
All nominees have consented to be named in this Proxy Statement and
have agreed to serve if elected. If, prior to election, any nominee becomes
unable or unwilling to serve, and the number of directors is not decreased
accordingly, proxies will be voted for such other nominee as the Board may
select. However, the Company has no reason to believe that any of the nominees
will not be available. Information is set forth below regarding the principal
occupation of each nominee for director and each director who will continue in
office after the Annual Meeting.
The nominees who receive the greatest number of votes for the director
positions to be filled will be elected to those positions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ELECTION OF THE
COMPANY'S NOMINEES FOR DIRECTOR.
NOMINEES TO THE BOARD OF DIRECTORS
CLASS II NOMINEES BENJAMIN M. MAST (49)
Term ending in 2005 Director since 2001
Since 1978, Mr. Mast has served as President
of B-L Transport Inc. He is also the founder
and has served as President of Holmes County
Amish Flea Market, Inc. since 1990. Mr. Mast
is the President of Mast Holdings and serves
as the President of the Ohio Flea Market
Association, a director of Holmes County
Tourism Commission and a member of the East
Holmes Building Council.
ROBERT F. BELDEN (54)
Director since 1999
Since 1995, Mr. Belden has served as the
President of the Belden Brick Company, a
Canton based company since 1885. From 1983
to 1995, Mr. Belden served as the Vice
President of Marketing for Belden Brick. Mr.
Belden served as a director of both Signal
Corporation and Signal Bank from 1988 to
1999. He graduated from the University of
Notre Dame in 1969 with a BS degree in
Mathematics and then graduated from the
University of Michigan Graduate School of
Business in 1971. Mr. Belden has been very
active in community affairs including the
American Red Cross, Canton Regional Chamber
of Commerce, Junior Achievement of Stark
County, Stark County Foundation and others.
- 2 -
GREGORY A. LONG (52)
Director since 1999
Mr. Long is a licensed CPA with over 27
years experience in the business and
currently serves as the President of Long,
Cook & Samsa, Inc. CPA's of Wooster, Ohio.
Mr. Long is actively involved as a board
member and a Vice President of the Wayne
County Historical Society and is President
of Buckeye Council, Inc., Boy Scouts of
America. He is also a member of the Rotary
Club, a coach in Wooster Youth Baseball and
is Scoutmaster of Boy Scout Troop 61 of
Wooster. Mr. Long is retired from the Army
Reserve as a Lieutenant Colonel.
THOMAS W. SCHERVISH (61)
Director since 1999
Since 1968, Mr. Schervish has served as the
owner and President of Stark Management
Company, which owns and operates a number of
restaurant franchises in the Stark County
area. The company also provides management
and consulting services to other local
businesses. He graduated from the University
of Detroit with a B.S. in Marketing. Mr.
Schervish is very active in community
affairs including the Stark Development
Board, Rotary, Junior Achievement, Downtown
Canton Redevelopment Organizations, Stark
Community Foundation Neighborhood Committee
and others.
DIRECTORS CONTINUING IN OFFICE
CLASS I WILLIAM T. BAKER (48)
CONTINUING DIRECTORS Director since 2001
Term ending in 2003 Mr. Baker has served as President of Multi
Products Co. since 1978. He is the
co-founder of Share-a-Christmas of Holmes
Co., chairman of West Holmes Stadium
Project, co-chairman of the Knights Track
Project, Vice President of Rails to Trails
of Holmes County and past President of the
Holmes County Chamber of Commerce. Mr. Baker
received a B.S. in Agriculture from The Ohio
State University in 1975.
- 3 -
J. EDWARD DIAMOND (63)
Director since 1999
Mr. Diamond, a private investor since 1984
in the Canton area, is the retired Chairman
of Glendale Oxygen Company, a Canton based
supplier of cryogenic gases and welding
supplies. He has served on the boards of
Arrowhead Country Club, The Canton Club, The
Canton Ballet and The Canton Symphony
Orchestra Association. He is a graduate of
the University of Virginia and has been a
resident of Canton his entire life.
L. DWIGHT DOUCE (53)
Director since 1999
Mr. Douce is President and Chief Executive
Officer of the Company and has more than 26
years of financial institution experience in
a diverse number of positions, with 16 years
experience in the Wooster area. From October
of 1996 to February of 1999, Mr. Douce
served as President-Chief Operating Officer
of Signal Bank, a $1.8 billion commercial
bank headquartered in Wooster, which
operated more than 25 branches. From 1985 to
October of 1996, Mr. Douce served as
Executive Vice President and Chief Financial
Officer of First Federal Savings and Loan
Association (Signal Bank's predecessor).
During Mr. Douce's tenure, Signal Bank grew
from a $200 million to a $1.8 billion
financial services institution. Mr. Douce
graduated from Capital University with a
B.S. in Business Administration. He has been
a resident of the Wooster area for the last
sixteen years and has been very active in
civic and social activities including the
American Red Cross, Wooster Chamber of
Commerce Board, Kiwanis, United Way and
other activities.
- 4 -
DANIEL H. PLUMLY (48)
Director since 1999
Since 1981, Mr. Plumly has been a member of
Critchfield, Critchfield & Johnston, Ltd.
and currently serves as its Managing Member.
The law firm has five offices located in
central Ohio. Mr. Plumly served on the board
of directors of Signal Corporation and
Signal Bank from 1986 to 1999. Mr. Plumly
graduated from Muskingum College in 1975
with a B.A. in History and received his J.D.
from Case Western Reserve University in
1978. Mr. Plumly is the President of Meals
on Wheels of Stark and Wayne Counties and
has been involved in coaching youth
football, basketball and lacrosse. He also
serves as Chairman of the Board of Governors
of Wooster Country Club, as a member of the
Board of Trustees of the United Methodist
Church, as a member of the Board of
Directors of Main Street, Inc. Mr. Plumly
previously served on the board of Goodwill
Industries of Wayne County and the Wooster
Lacrosse Club. Mr. Plumly is the Secretary
of the Company.
CLASS III D. WILLIAM ALLEN (50)
CONTINUING DIRECTORS Director since 1999
Term ending in 2004 Mr. Allen is Vice President of Sales for
Bocko Inc., a custom injection molder in
North Canton. Mr. Allen also is President of
SPC Realty Company, a real estate investment
company. From 1994 to 1997, Mr. Allen served
as the President, Chief Operating Officer
and owner of Service Packaging Corporation.
Mr. Allen currently serves as the Chairman
of the Board of the Canton Regional Chamber
of Commerce and as Secretary of the Board of
Governors of Mercy Medical Hospital. Mr.
Allen is also involved with the Pro Football
Hall of Fame Festival, where his involvement
spans 25 years, and served as its General
Chairman in 1993. Mr. Allen's activities
also include Vice President of Congress Lake
Club Board of Directors, and Treasurer of
Meals on Wheels of Stark and Wayne Counties.
SCOTT J. FITZPATRICK (49)
Director since 1999
Since 1973, Mr. Fitzpatrick has served as a
partner in Fitzpatrick Enterprises in
Canton, Ohio. Mr. Fitzpatrick is primarily
involved in the development of real estate
for his own portfolio.
- 5 -
RANDY G. JONES (46)
Director since 1999
Since 1979, Mr. Jones has served as
President and owner of R&L Jones Trucking,
Inc., a long-distance trucking company. He
has also served as President and 50% owner
of Snyder Brothers Sales & Service, Inc.
since 1981, which sells new and used trucks
and trailers.
MICHAEL D. MEENAN (48)
Director since 1999
Since 1989, Mr. Meenan has served as the
President and owner of Riverview Industrial
Wood Products, Inc. based in Wooster. Mr.
Meenan is involved in a number of non-profit
organizations in the Wooster area.
STEVEN G. PETTIT (44)
Director since 1999
Mr. Pettit is Senior Loan Officer and
President, Stark County Region, Ohio Legacy
Bank. Mr. Pettit has 15 years of commercial
banking experience in a diverse number of
lending positions in both Stark and Wayne
Counties. From February to September of
1999, Mr. Pettit held the position of Senior
Vice President, Senior Loan Officer for two
regions of FirstMerit Bank, N.A. From March
of 1996 to February of 1999, Mr. Pettit held
the same position at Signal Bank, N.A., a
$1.8 billion financial institution. From
January of 1994 to March of 1996, Mr. Pettit
served as Manager of Commercial Lending for
FirstMerit. Mr. Pettit graduated from the
University of Tennessee with a B.S. degree
in Business Administration and from Ashland
University with an MBA in Executive
Management. Mr. Pettit has been a resident
of the Canton Area his entire life and has
been active in various social and civic
activities, including Meals on Wheels of
Stark and Wayne Counties and the United Way.
PROPOSAL 2
AMENDMENT OF THE COMPANY'S OMNIBUS STOCK OPTION,
STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN
TO INCREASE THE NUMBER OF AUTHORIZED SHARES BY 100,000
The Plan currently provides that the number of Company Common Shares
under the Plan that can be issued to employees and non-employee directors is
100,000 shares. The Board of Directors recommends that the number of authorized
shares be increased to 200,000. The Board believes that the increase is
necessary to maintain a sufficient number of shares eligible for
- 6 -
issuance under the Plan to employees and non-employee directors in future years.
Currently, there are 11,000 authorized but unissued shares under the Plan. If
the shareholders approve the amendment to the Plan, there will be 111,000 shares
available for future issuance.
The affirmative vote of at least a majority of the common shares of the
Company present, in person or by proxy, at the Annual Meeting is required for
the adoption of the proposal to amend the Company's Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.
EXECUTIVE OFFICERS
Mr. Douce is the President and Chief Executive Officer of the Company.
Mr. Pettit is the Company's Senior Loan Officer and President of Stark County
Region, Ohio Legacy Bank. Their biographical information appears above.
Robert E. Boss, age 45, is a Senior Vice President of Commercial
Lending for Ohio Legacy Bank. Mr. Boss has more than 20 years of financial
institution experience in a variety of lending positions. From January 1990 to
March 2000, Mr. Boss held several positions at the Commercial and Savings Bank
of Millersburg, Ohio, the last of which was the position of Senior Vice
President and Senior Lending Officer. Mr. Boss previously worked in various loan
areas for Bank One of Wooster from 1987 to 1990. Mr. Boss is on the Board of the
Holmes County Training Center, President of the Holmes County Chamber of
Commerce, Treasurer of the Holmes County Economic Development Council and a
director of the Buckeye Council of the Boy Scouts of America. Mr. Boss is a
graduate of Mount Union College with a B.A. in Accounting.
- 7 -
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Information is provided below about each person known by the Company to
be the beneficial owner of more than 5% of its outstanding common shares.
COMMON
SHARES
UNDERLYING
COMMON WARRANTS
SHARES EXERCISABLE
NAME AND ADDRESS OF BENEFICIALLY WITHIN 60 PERCENT OF
BENEFICIAL OWNER OWNED DAYS TOTAL CLASS
---------------- ----- ---- ----- -----
Robert F. Belden, President 75,000 26,200 101,200 7.88%
Belden Brick Company
P. O. Box 20910
Canton, Ohio 44701
J. Edward Diamond 65,000 26,200 91,200 7.10%
P. O. Box 9187
Canton, OH 44711
L. Dwight Douce 65,000 27,367 92,367 7.19%
4563 Huntington Woods
Wooster, Ohio 44691
Scott J. Fitzpatrick 45,000 22,200 67,200 5.23%
4942 Higbee Avenue, N.W.
Suite A
Canton, Ohio 44718
Thomas W. Schervish 49,000 23,000 72,000 5.61%
330 3rd Street, N.W.
Canton, Ohio 44702
- 8 -
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Information is set forth below regarding beneficial ownership of common
shares of the Company by each director and all directors and executive officers
as a group. Except as otherwise noted, each person has sole voting and
investment power as to his shares. The information set forth below is as of
March 1, 2002.
COMMON
SHARES
COMMON UNDERLYING
SHARES WARRANTS
BENEFICIALLY EXERCISABLE PERCENT OF
NAME OWNED WITHIN 60 DAYS TOTAL CLASS
---- ----- -------------- ----- -----
DIRECTORS
D. William Allen 10,000 9,864 19,867 1.55%
William T. Baker 45,000 10,500 55,500 4.32
Robert F. Belden(1) 75,000 26,200 101,200 7.88
J. Edward Diamond 65,000 26,200 91,200 7.10
L. Dwight Douce 65,000 27,367 92,367 7.19
Scott J. Fitzpatrick 45,000 22,200 67,200 5.23
Randy G. Jones 10,000 3,500 13,500 1.05
Gregory A. Long 25,000 18,500 43,500 3.39
Benjamin M. Mast 13,000 4,100 17,100 1.33
Michael D. Meenan 21,500 17,500 39,000 3.04
Steven G. Pettit 17,000 6,733 23,733 1.85
Daniel H. Plumly 22,000 17,600 39,600 3.08
Thomas W. Schervish 49,000 23,000 72,000 5.61
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP
(14 PERSONS) 482,500 220,600 703,100 54.741%
(1) Common shares held in the name of Belden Brick Company, of which
Mr. Belden is President.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during 2001 and Forms 5 and amendments thereto
furnished to the Company with respect to 2001, no director, officer or
beneficial owner of more than ten percent of its outstanding
- 9 -
common shares failed to file on a timely basis during 2001 or prior fiscal years
any reports required by Section 16(a) of the Exchange Act.
COMMITTEES OF THE BOARD OF DIRECTORS
During 2001, the Board of Directors of the Company met twelve times.
Other than the Audit Committee, the Board of Directors of the Company has not
established any formal committees. All formal committees are established under
the oversight of the Board of Directors of Ohio Legacy Bank. During 2001, each
director attended at least 75% of the total number of meetings of the Board of
Directors of the Company and the committees on which he served.
The Loan Committee is comprised of eight directors, one of whom is an
officer of Ohio Legacy Bank. The directors currently serving on this Committee
include Messrs. Plumly, the Chairman of the Committee, Baker, Douce, Diamond,
Fitzpatrick, Meenan, Long and Schervish. The primary responsibilities of the
Loan Committee are to review and approve loans over particular limits and review
and approve changes to Ohio Legacy Bank's lending policies and procedures.
The Executive Committee is comprised of four directors. The directors
currently serving on this Committee include Messrs. Douce, Diamond, Baker and
Belden. The Executive Committee meets on an as needed basis, and its primary
responsibility is to exercise the authority of the board of directors in between
board meetings, to the extent permitted by law.
The Compensation Committee is comprised of four directors, with its
primary responsibilities being the review of personnel policies and practices
and evaluation of senior management. The directors currently serving on the
Compensation Committee include Messrs. Plumly, Schervish, Mast and Belden.
The Audit Committee of the Company is comprised of four directors, none
of whom are officers of the Company or Ohio Legacy Bank. The Audit Committee's
primary responsibilities are the review of internal and external auditors'
reports, the review of internal loan review reports, evaluation of the internal
auditor and external audit firm, and the review of regulatory examination
results. The directors currently serving on the Audit Committee include Messrs.
Long, Allen, Jones and Fitzpatrick. Each member of the Audit Committee is
"independent" under the NASD's listing standards.
The Audit Committee performs its oversight functions and
responsibilities pursuant to a written charter adopted by the Company.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed with the Company's
management the audited financial statements of the Company for the fiscal year
ended December 31, 2001. The Audit Committee has also discussed with Crowe,
Chizek and Company LLP ("Crowe Chizek"), the Company's independent auditors, all
matters required by Statements on Auditing Standards No. 61, Communications with
Audit Committees. The Audit Committee has also received the
- 10 -
written disclosures and the letter from Crowe Chizek required by Independence
Standards Board Standard No. 1, and has discussed with Crowe Chizek its
independence.
Based on the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
The Audit Committee
Gregory A. Long, Chairperson
D. William Allen
Scott J. Fitzpatrick
Randy G. Jones
DIRECTOR COMPENSATION
Employee directors receive no compensation for their services as
directors. Each non-employee director receives reimbursement of out-of-pocket
expenses incurred in serving as a director. In addition, subject to compliance
with the restrictions and requirements of the FDIC stock benefit plan policy,
each non-employee director will receive automatic awards of nonqualified stock
options under the Ohio Legacy Corp Omnibus Stock Option, Stock Ownership and
Long-Term Incentive Plan consisting of options to purchase 2,500 common shares
of the Company awarded on the date of commencement of service as a non-employee
director (the "Initial Options"), and, thereafter, annual options to purchase
1,000 common shares of the Company (the "Annual Options"). Initial Options vest
and become exercisable (at an exercise price equal to the fair market value of
the Company's common shares on the date of the automatic grant of the Initial
Option) over a period of five years at the rate of 20 percent per year, while
Annual Options vest and become exercisable (at an exercise price equal to the
fair market value of the Company's common shares on the date of the automatic
grant of the Annual Option) upon their grant dates. However, due to FDIC
regulations, no options can be granted to any non-employee director until one
year after the date of the Company's initial public offering. The Company issued
the Initial Options to each non-employee director on February 19, 2002 along
with the Annual Options, representing, in the aggregate, options to purchase
38,500 common shares of the Company.
EXECUTIVE COMPENSATION
The Company and Ohio Legacy Bank have entered into a one-year
employment agreement with Mr. Douce, its President and Chief Executive Officer.
Mr. Douce's employment agreement renews automatically for an additional year
unless either Mr. Douce or the Company furnishes at least sixty days prior
notice to the other of intent to terminate the agreement. Mr. Douce's employment
agreement commenced on the date that Ohio Legacy Bank began operations.
Upon change of control of the Company, Mr. Douce will have the right to
terminate his employment and receive a severance equal to 2.99 times his current
annual compensation. In
- 11 -
addition, all previously granted stock options will vest in the event of a
termination of employment upon a change in control.
The following table summarizes all annual compensation paid during the
fiscal year ended December 31, 2001 to Mr. Douce. No other executive officer
received an annual salary and bonus that exceeded $100,000.
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION FISCAL YEAR ANNUAL SALARY ($)
- --------------------------- ----------- -----------------
L. Dwight Douce 2001 $100,000
President and
Chief Executive Officer
OHIO LEGACY CORP OMNIBUS STOCK OPTION,
STOCK OWNERSHIP AND LONG-TERM INCENTIVE PLAN
The Ohio Legacy Corp Omnibus Stock Option, Stock Ownership and
Long-Term Incentive Plan (the "Plan") provides for discretionary grants of
incentive stock options (under Internal Revenue Code Section 422) and
nonqualified stock options to employees, automatic grants of nonqualified stock
options to non-employee directors, and discretionary grants of restricted
Company common shares to both employees and non-employee directors. The Plan is
administered by the Compensation Committee and provides that the exercise price
of options granted thereunder shall not be less than the fair market value of
the outstanding common shares of the Company on the date the options are
granted. In February 2002, the Company issued options to employees for the right
to purchase shares representing, in the aggregate, 50,500 common shares of the
Company. In addition, as described under "Director Compensation" on page 11, the
Company issued options to non-employee directors of the Company.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During fiscal year 2001, certain directors and executive officers and
their associates were customers of, or had transactions with, Ohio Legacy Bank.
All outstanding loans that were part of such transactions were made in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those in use at the same time for comparable
transactions with other persons, and did not involve more risk than a normal
risk of collectability or present other unfavorable features. The Company
expects that similar transactions will occur in the future.
During 2001, the Company retained the law firm of Critchfield,
Critchfield & Johnston, Ltd. for the provision of certain legal services. Mr.
Daniel Plumly is the Secretary of the Company and is also a member of the law
firm of Critchfield, Critchfield & Johnston, Ltd.
- 12 -
AUDITORS
Crowe Chizek have been acting as the auditors of the Company since the
Company's founding. The Board of Directors has appointed such firm to continue
as the Company's auditors for the current year. Representatives of Crowe Chizek
will be at the annual meeting of shareholders, will have an opportunity to make
a statement if they desire to do so and will be available to respond to
appropriate questions.
AUDIT FEES
Crowe Chizek billed the Company aggregate fees of $37,350 for the audit
of the Company's annual financial statements and for the review of the financial
statements included in the Company's Forms 10-QSB, all for the year ended
December 31, 2001.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the 2001 fiscal year, Crowe Chizek did not provide financial
information systems design and implementation services to the Company.
ALL OTHER FEES
For the 2001 fiscal year, Crowe Chizek billed $23,813 in fees for all
services other than those described above. These services include, among other
things, preparation of the Company's tax returns and performance of extended
audit services. The Audit Committee of the Board of Directors has considered
whether the provision of these other services is compatible with maintaining
Crowe Chizek's independence.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 2003 annual
meeting and who wishes to have the proposal included in the Company's proxy
statement and form of proxy for that meeting must deliver the proposal to the
Company at its executive offices, 305 West Liberty Street, Wooster, Ohio 44691,
not later than November 22, 2002.
Any shareholder who intends to present a proposal at the 2003 annual
meeting other than for inclusion in the Company's proxy statement and form of
proxy must deliver the proposal to the Company at its executive offices, 305
West Liberty Street, Wooster, Ohio 44691, not less than sixty (60) days nor more
than ninety (90) days prior to the annual meeting; provided, however, that in
the event that less than seventy-five (75) days' notice or prior public
disclosure of the date of the meeting is given or made to the shareholders,
notice by the shareholder to be timely must be received not later than on the
fifteenth (15th) day following the earlier of the day on which such notice of
the date was mailed or such public disclosure was made. The Company reserves the
right to exercise discretionary voting authority with respect to any untimely
shareholder proposal.
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OTHER MATTERS
The Board of Directors is not aware of any matters other than those
outlined in this Proxy Statement that may be presented at the Annual Meeting for
action on the part of the shareholders. In case any other matters should
properly come before the Annual Meeting, or any adjournment thereof, it is the
intention of the person named in the enclosed proxy to vote in accordance with
his best judgment.
By Order of the Board of Directors
Daniel H. Plumly
Secretary
March 22, 2002
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OHIO LEGACY CORP
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OHIO
LEGACY CORP.
The undersigned hereby appoints L. Dwight Douce the proxy of the
undersigned, with full power of substitution to vote all common shares of Ohio
Legacy Corp, which undersigned is entitled to vote at the Annual Meeting of
shareholders of Ohio Legacy Corp, to be held April 25, 2002, as specified below:
1. Election of Directors:
Class II: Benjamin M. Mast
Robert F. Belden
Gregory A. Long
Thomas W. Schervish
FOR all Nominees WITHHOLD AUTHORITY to vote
------ ------ for all Nominees
(Instructions: If you wish to withhold authority to vote for any
individual nominee, write that nominee's name in the space below.)
--------------------------------------------------------------------
2. Proposal to amend to the Company's Omnibus Stock Option, Stock
Ownership and Long Term Incentive Plan to increase the number of
authorized shares under the Plan eligible for issuance to
employees and non-employee directors of the Company by 100,000
shares.
FOR AGAINST ABSTAIN
--------- --------- ---------
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE
OF THE UNDERSIGNED FOR THE PROPOSAL TO AMEND THE COMPANY'S OMNIBUS STOCK OPTION,
STOCK OWNERSHIP AND LONG TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF
AUTHORIZED SHARES UNDER THE PLAN ELIGIBLE FOR ISSUANCE TO EMPLOYEES AND
NON-EMPLOYEE DIRECTORS OF THE COMPANY BY 100,000 SHARES.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
Date: , 2002
-----------------------------------
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Signature
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Signature, if jointly held
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Print your name(s) here
NOTE: THE SIGNATURE(S) ON THIS PROXY SHOULD CORRESPOND WITH THE NAME(S)
IN WHICH YOUR SHARES ARE REGISTERED. WHEN SHARES ARE REGISTERED JOINTLY IN THE
NAMES OF TWO OR MORE PERSONS, ALL SHOULD SIGN. WHEN SIGNING AS AN ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH. A PROXY GIVEN BY A CORPORATION SHOULD BE SIGNED IN THE CORPORATE NAME BY
THE CHAIRMAN OF ITS BOARD OF DIRECTORS, ITS PRESIDENT, VICE PRESIDENT, SECRETARY
OR TREASURER.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.