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:
[ ] 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
FC BANC CORP.
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(Name of Registrant as Specified in Its Charter)
N/A
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Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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[FC BANC CORP. (letterhead)]
February 19, 1999
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of FC Banc Corp., we
cordially invite you to attend the 1999 Annual Meeting of Shareholders. The
meeting will be held at 1:30 p.m. local time, Wednesday, March 24, 1999 at the
Youth Building, Crawford County Fairgrounds, Whetstone Street, Bucyrus, Ohio.
The matters expected to be acted upon at the meeting are described in the
enclosed Proxy Statement.
We encourage you to attend the meeting in person. Regardless of whether
you attend, we hope you read the Proxy Statement and then complete, sign and
date the proxy card and return it in the enclosed postage-paid envelope. This
will save the Company additional expense in soliciting proxies and will ensure
that your shares are represented.
Thank you for your attention to this important matter.
Sincerely,
s/Robert D. Hord
Robert D. Hord
Chairman of the Board
s/G.W. Holden
G. W. Holden
President and Chief Executive Officer
FC Banc Corp.
Farmers Citizens Bank Building
P.O. Box 567
Bucyrus, Ohio 44820
Telephone: (419) 562-7040
---------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------------------
To The Shareholders:
The Annual Meeting of Shareholders of FC Banc Corp. will be held at the
Youth Building, Crawford County Fairgrounds, Whetstone Street, Bucyrus, Ohio
on March 24, 1999 at 1:30 p.m. local time for the following purposes:
(1) To elect three (3) directors to the Board of Directors to serve for
terms of three (3) years and until their successors are elected and
qualified;
(2) To consider and vote upon amendment of FC Banc Corp.'s Amended and
Restated Articles of Incorporation to increase authorized common stock,
without par value, from 1,000,000 shares to 4,000,000 shares;
(3) To consider and vote upon amendment of the provisions of FC Banc Corp.'s
Code of Regulations governing removal of directors;
(4) To ratify the appointment of Robb, Dixon, Francis, Davis, Oneson &
Company as independent auditors of FC Banc Corp. for the fiscal year
ending December 31, 1999; and
(5) To act on such other matters as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
Shareholders of record at the close of business on February 10, 1999
are entitled to notice of and to vote at the Annual Meeting or any adjournment
or postponement thereof. The stock transfer books will not be closed.
By Order of the Board of Directors
s/Robert D. Hord
Robert D. Hord
Chairman of the Board
Bucyrus, Ohio
February 19, 1999
IMPORTANT
---------
PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR OTHERWISE BY DELIVERY TO FC BANC
CORP. AT THE FARMERS CITIZENS BANK BUILDING, P.O. BOX 567, BUCYRUS, OHIO
44820, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
THANK YOU FOR ACTING PROMPTLY
FC Banc Corp
Farmers Citizens Bank Building
P.O. Box 567
Bucyrus, Ohio 44820
Telephone: (419) 562-7040
-------------------------
PROXY STATEMENT
-------------------------
The accompanying Proxy is solicited by the Board of Directors of FC Banc
Corp. for use at the Annual Meeting of Shareholders to be held on March 24,
1999 at the Youth Building, Crawford County Fairgrounds, Whetstone Street,
Bucyrus, Ohio at 1:30 p.m. local time, or at any adjournment or postponement
thereof (the "Annual Meeting"). When the Proxy is properly executed and
returned to FC Banc Corp., the shares represented thereby will be voted at
the Annual Meeting in accordance with the directions noted thereon. If no
direction is indicated, such shares will be voted in favor of election of the
nominees identified herein, in favor of amendment of FC Banc Corp.'s Amended
and Restated Articles of Incorporation, in favor of amendment of FC Banc
Corp.'s Code of Regulations, in favor of ratification of appointment of FC Banc
Corp.'s independent auditors and in the best judgment of the proxyholders on
any other matters that properly come before the Annual Meeting.
Without affecting any vote previously taken, a person appointing a proxy
may revoke the appointment by delivering a later appointment of a proxy to the
Secretary of FC Banc Corp. at its principal office, or by giving notice of
revocation to FC Banc Corp. in writing or at the Annual Meeting. A
shareholder's attendance at the Annual Meeting is not sufficient by itself to
constitute revocation of a proxy previously given by that shareholder,
however.
Shareholders of record at the close of business on February 10, 1999
will be entitled to notice of and to vote at the Annual Meeting. A majority of
the voting power of FC Banc Corp., when represented at the Annual Meeting in
person or by proxy, will constitute a quorum. The shares represented by any
Proxy directing abstention on any proposal will not be voted on such proposal,
but will be included in calculating the number of shares present at the Annual
Meeting. For the election of directors, a plurality of the votes cast is
sufficient to elect directors. Abstentions and broker non-votes will have no
effect on the election of directors. Abstentions and broker non-votes will
have the same effect as votes against amendment of the Amended and Restated
Articles of Incorporation and Code of Regulations.
FC Banc Corp.'s outstanding stock consists solely of common stock,
without par value (the "Common Stock"), of which 634,929 shares were issued and
outstanding at the close of business on February 10, 1999. As of February 10,
1999, no person owns of record or is known by FC Banc Corp. to be the
beneficial owner of more than 5% of the outstanding shares of the Common Stock.
Each outstanding share of Common Stock is entitled to one vote. Shareholders of
FC Banc Corp. are not entitled to cumulate their votes in the election or
removal of directors or otherwise.
This Proxy Statement, together with the Notice of Annual Meeting of
Shareholders, Proxy, and Annual Report of FC Banc Corp. for the fiscal year
ended December 31, 1998 (the "Annual Report"), are first being mailed to
shareholders on or about February 19, 1999. The Annual Report is not to be
treated as part of the proxy solicitation materials or as having been
incorporated herein by reference.
ELECTION OF DIRECTORS
(Proposal 1)
The Amended and Restated Articles of Incorporation of FC Banc Corp.
provide for three classes of directors, each class serving a term of three
years. The three nominees standing for election at this Meeting are Messrs.
Samuel J. Harvey, Charles W. Kimerline and James B. Pigman.
Unless authority to vote is withheld, the proxyholders will vote the
Proxy received by them FOR the identified nominees to serve for the term
indicated and until their successors are duly elected and qualified. Although
the Board of Directors has no reason to believe that any of the nominees will
decline or be unable to serve as a director, should that occur the Proxies will
be voted by the proxyholders for such other person or persons as may be
designated by the Board of Directors.
INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS
The following table sets forth, as of February 19, 1999, the amount and
percentage of the Common Stock beneficially owned by each director and nominee
and by all directors and executive officers as a group. All share amounts are
adjusted to reflect the August 14, 1998 2-for-1 stock split.
Number of Shares of Percent of
Director's Name and Director Expiration Common Stock Common
Principal Occupation Age Since of Term Beneficially Owned<F1> Stock<F1>
- -------------------- --- ----- ---------- ---------------------- --------------
Samuel J. Harvey 63 N/A 2002 200 (3)
Mayor, Village of Cardington
Charles W. Kimerline 61 1992 2002 3,512<F2> (3)
President of Bucyrus Road
Materials, Inc.; Vice President of
Geiger-Kimerline Farms, Inc.; Secretary
and Treasurer of BuE Comp, Inc.
James B. Pigman 51 1996 2002 1,960<F2> (3)
Managing Partner
Pigman, Walter & Assoc. PPL CPA's
CONTINUING DIRECTORS
David G. Dostal 51 1994 2000 3,508<F2> (3)
President of The Auck Dostal
Agency, Inc.;Vice President of
ADM Benefit Plans, Inc.
Terry L. Gernert (Secretary and 46 1984 2001 22,772<F2><F4> 3.58%
Treasurer)Attorney At Law
Kennedy, Purdy, Hoeffel & Gernert
G.W. Holden (President and Chief 52 1996 2001 13,540<F5> 2.13%
Executive Officer)
Robert D. Hord (Chairman of the Board) 53 1979 2000 5,084<F2> (3)
President of Hord Livestock, Inc.
John O. Spreng, Jr. 50 1997 2001 1,464<F6> (3)
Vice President of Longacre Farms, Inc.
Joan C. Stemen 65 1986 2000 19,464<F2><F7> 3.06%
Retired, former Vice President
and Cashier of The Farmers Citizens Bank
All directors, nominees and executive 77,550<F8> 12.21%
officers as a group (11 persons)
- -----------------------
<F1>
(1) Except as indicated, all shares are owned directly or indirectly by
the named individuals or by their spouses and minor children, over
which shares the named individuals effectively exercise voting and
investment power. Percentages are based on 634,929 shares of Common
Stock issued and outstanding, plus the number of shares acquirable
within sixty days upon exercise of options.
<F2>
(2) Includes 720 shares the director has the right to acquire by
exercise of options granted in 1997 under the Company's 1997 Stock
Option and Incentive Plan, and 440 shares acquirable upon exercise
of options granted on March 3, 1998. Under the 1997 Stock Option
and Incentive Plan, options to acquire 1,800 shares of Company
common stock were granted effective April 23, 1997 to each
director of the Company serving at that time who was not also an
officer or employee of the Company or the Bank. The options vest
and become exercisable in five equal annual installments. The
options have a term of ten years. Mr. Gernert, Secretary and
Treasurer of the Company, received an identical grant exercisable
on identical terms and conditions as the grant made to directors
who are not officers or employees. On March 3, 1998, each
director was granted an additional option to acquire 2,200 shares
of Common Stock, also vesting and becoming exercisable in five
equal annual installments and having a term of ten years.
<F3>
(3) Less than 1%.
<F4>
(4) Includes 2,758 shares held in his custodial individual retirement
account. Also includes 2,322 shares held in his wife's custodial
individual retirement account and 932 shares held directly by his
wife. Mr. Gernert disclaims beneficial ownership of shares held by
his wife.
<F5>
(5) Includes 6,500 shares Mr. Holden has the right to acquire pursuant
to options granted to him under the 1997 Stock Option and Incentive
Plan and under the terms of Mr. Holden's employment agreement, and
440 shares acquirable upon exercise of options granted on March 3,
1998. Pursuant to the terms of his employment agreement, effective
April 23, 1997 Mr. Holden was granted options to acquire 16,250
shares of Company common stock, which options vest and become
exercisable in five equal annual installments, the first installment
having become exercisable on April 23, 1998. Like other directors,
Mr. Holden received on March 3, 1998 a grant of options to acquire
an additional 2,200 shares, vesting and becoming exercisable in
five equal annual installments and having a term of ten years.
<F6>
(6) Includes 440 shares acquirable upon exercise of options granted
March 3, 1998.
<F7>
(7) Includes 11,792 shares held by Mrs. Joan C. Stemen's spouse.
<F8>
(8) Includes shares acquirable within sixty days upon exercise of
options. Also includes 5,120 shares held by Director Jerry A.
Harrer and his spouse, and options to acquire 800 shares that may
be exercised by Mr. Harrer within 60 days. Mr. Harrer's term as
director expires at the 1999 Annual Meeting. He has not been
nominated to serve for an additional term.
David G. Dostal
David G. Dostal has served on the Board of Directors of the Bank and FC
Banc Corp. since January, 1994. Mr. Dostal serves as President of The Auck
Dostal Agency, Inc., an independent insurance agency. He has held this
position since 1989. Mr. Dostal is also Vice President of ADM Benefit Plans,
Inc.
Terry L. Gernert
Terry L. Gernert has served as a director of the Bank since 1984 and of
FC Banc Corp. since 1994. Mr. Gernert is a partner in the law firm of
Kennedy, Purdy, Hoeffel & Gernert, a position he has held since 1980.
Mr. Gernert also acts as Secretary and Treasurer of FC Banc Corp. Mr. Gernert's
status as Secretary and Treasurer is an officer position in name only. He does
not receive any additional compensation therefor, except that he does receive
greater fees for his service as director in recognition of his responsibilities
for the conduct of directors' proceedings. See "Director Compensation."
Samuel J. Harvey
Samuel J. Harvey has served as Mayor of the Village of Cardington, Morrow
County, Ohio for the last six years, having previously served for eleven years
as a member of the Village Council. A retired teacher, Mr. Harvey was a
vocational agricultural instructor at Cardington Lincoln High School for 27
years. He is also a Lieutenant Colonel (Retired), U.S. Army Reserves. Mr.
Harvey is active with a number of vocational education associations and local
civic organizations, and is a member of the Board of Trustees of the
Cardington First United Methodist Church.
G.W. Holden
G.W. (Bill) Holden was named President and Chief Executive Officer of FC
Banc Corp. and the Bank in early December 1996, and his service as President
and Chief Executive Officer commenced March 1, 1997. Prior to joining FC Banc
Corp. and the Bank, Mr. Holden was Principal of Holden & Associates, a
financial services consulting firm in Atlanta, Georgia. Prior to forming
Holden & Associates in 1994, he was President and Chief Executive Officer of
Vinings Bank & Trust in Atlanta, a $35 million asset institution at the time
of its sale. Mr. Holden holds a B.A. in Political Science from Dickinson
College, Carlisle, Pennsylvania and a Masters in Business Administration from
Emory University, Atlanta, Georgia.
Robert D. Hord
Robert D. Hord has served as a director of the Bank since 1979 and of FC
Banc Corp. since 1994. Mr. Hord is the President of Hord Livestock, Inc., a
position he has held since 1979. Hord Livestock Company, Inc. is a grain and
hog operation in Crawford County.
Charles W. Kimerline
Charles W. Kimerline was appointed to fill a vacancy on the Board of
Directors of the Bank in 1992 and has served as a director of FC Banc Corp.
since 1994. Mr. Kimerline is the President of Bucyrus Road Materials, Inc.,
Vice President of Geiger-Kimerline Farms, Inc., and Secretary and Treasurer of
BuE Comp, Inc.
James B. Pigman
James B. Pigman has served as a director of FC Banc Corp. since 1996.
A certified financial planner and certified public accountant, Mr. Pigman is
the managing partner in the accounting firm of Pigman, Walter and Associates,
PLL in Bucyrus, Ohio. He is a member of the Ohio Society of CPAs, CPA Network
and International Association of Financial Planners and also serves on the
Ohio Society of CPAs' Ethics Committee.
John O. Spreng, Jr.
John O. Spreng, Jr. was appointed in July 1997 to fill a vacancy on the
Board of Directors of FC Banc Corp. and the Bank. John O. Spreng, Jr. is
Vice President of Longacre Farms, Inc., a grain and dairy operation in Crawford
County.
Joan C. Stemen
Joan C. Stemen has served as a director of the Bank since 1986 and of
FC Banc Corp. since 1994. Mrs. Stemen served as Vice President & Cashier of the
Bank until her retirement in 1989.
Director Compensation
Annual fees of $800 were paid to FC Banc Corp.'s directors during 1998.
All of the directors and executive officers of FC Banc Corp. are also directors
and officers of The Farmers Citizens Bank, the banking subsidiary of FC Banc
Corp, with the exception of Director Harrer, who served as a director of The
Farmers Citizens Bank for the first four months of 1998 only. Any references
herein to the "Bank" mean The Farmers Citizens Bank. Directors of the Bank
each received $7,200 during 1998 for meetings of the Board of Directors and
its committees, except that the Chairman of the Board received fees of $9,200,
and Terry L. Gernert, as Secretary, received $11,200. FC Banc Corp.'s
President and Chief Executive Officer is not entitled to receive directors'
fees for his service as a director of FC Banc Corp. or the Bank. Director
Harrer received Bank director fees of $1,800 in 1998.
In addition, effective April 23, 1997 each director of FC Banc Corp. who
was not also an officer or employee received a grant of options to acquire
1,800 shares (as adjusted for the August 14, 1998 2-for-1 stock split) of
Common Stock within ten years after the date of grant. The options vest and
become exercisable in five equal annual installments, the first twenty percent
having become exercisable in 1998. The exercise price of the stock options is
$22, subject to adjustment based on certain events, as set forth in the 1997
Stock Option and Incentive Plan. Any director who is subsequently elected or
appointed during the term of the 1997 Stock Option and Incentive Plan will
likewise receive a grant of options to acquire 1,800 shares of Common Stock
(or such greater or lesser number as may be provided under the terms of the
1997 Stock Option and Incentive Plan in the event of certain changes in FC
Banc Corp.'s capitalization) on comparable terms, provided that the director
is not also an officer or employee of FC Banc Corp. or the Bank. An
additional grant of options to acquire 2,200 shares (as adjusted for the
August 14, 1998 2-for-1 stock split) was made to each of these directors in
March 1998, on similar terms and at an exercise price of $22 per share (split
adjusted).
An identical grant of stock options has been made to Terry L. Gernert as
well. Mr. Gernert's status as Secretary and Treasurer of FC Banc Corp. is an
officer position in name only. In 1998 he performed no substantial service in
his capacity as Treasurer (and received no compensation therefor), and his
service as Secretary principally involved responsibility for maintaining
corporate and Board minutes of proceedings.
FC Banc Corp. recently implemented a director retirement plan. The
director retirement plan provides that any director with 15 years of continuous
service will receive an annual retirement benefit equal to that director's
board fees in the year before retirement. The annual retirement benefit will
be paid for 15 years. Through insurance purchased on the directors' lives, FC
Banc Corp. expects to recover at the time of a director's death the benefits
previously paid to that director.
Committees of the Board of Directors
FC Banc Corp.'s Board of Directors, which is responsible for the overall
affairs of the Company, held six meetings in 1998.
The Audit Committee met ten times to review the previous fiscal year, the
scope of the audit and any additional items of importance such as internal
accounting procedures and controls. Members of the Audit Committee were Joan
C. Stemen, who serves as Chairperson of the Audit Committee, and John O.
Spreng, Jr.
The Compensation/Benefits Committee met six times in 1998. This committee
recommends basic wage and salary administration and reviews compensation
arrangements and benefits for all officers. Committee members were David G.
Dostal, Chairman of the Compensation/Benefits Committee, Charles W. Kimerline,
G.W. Holden and James B. Pigman.
The New Director Committee met once in 1998. The New Director Committee
recommends to the full Board of Directors persons for nomination to serve as
director. Charles W. Kimerline is Chairman of the New Director Committee.
Messrs. Gernert and Holden also serve on the New Director Committee. Any
shareholder who desires to recommend an individual for nomination to FC Banc
Corp.'s Board of Directors must provide a written statement setting forth the
candidate's name, qualifications and background to the Board of Directors not
less than 60 days prior to the annual meeting (or a special meeting) of FC
Banc Corp. at which an election for directors is to occur. Article EIGHTH of
FC Banc Corp.'s Amended and Restated Articles of Incorporation provides that,
in order to serve as a director, an individual must be qualified also as a
director of the Bank.
While he or she was serving as a director, each director attended more
than seventy five percent (75%) of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held
by all committees of the board on which he or she served in 1998.
Executive Compensation
FC Banc Corp. does not pay any cash compensation to its officers or
employees. Cash compensation is paid by the Bank only. For the President and
Chief Executive Officer of the Bank, and for any of the Bank's most highly
compensated executive officers who was serving as an executive officer of the
Bank at the end of fiscal year 1998 and whose total compensation (including
salary and bonus) exceeded $100,000, the following table sets forth
information regarding all forms of compensation paid or payable to the named
executive officer(s) for services in all capacities for the years indicated:
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ----- -------
($) (#)
($) Restricted Securites ($) ($)
Name and ($) ($) Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Other Compensation Awards Options Options Compensation
- ------------------ ---- ------ ----- ------------------ ------ -------- ------- -------------
G.W. Holden, 1998 $92,700 <F1> $24,000 -<F2> - 2,200 <F3> - $8,809 <F4><F5>
President and Chief 1997 $87,098 <F1> $ 4,500 -<F2> - 16,250 - $5,194 <F4><F5>
Executive Officer 1996 N/A N/A N/A N/A N/A N/A N/A
- ---------------------------
<F1>
(1) Includes amounts deferred at the election of the named executive
officer(s) pursuant to the 401(k) Plan of the Bank.
<F2>
(2) Perquisites and other personal benefits did not exceed the lesser
of $50,000 or 10% of total salary and bonus.
<F3>
(3) As adjusted for the August 14, 1998 2-for-1 stock split.
<F4>
(4) The Bank has a split-dollar life insurance policy on the life of the
President and Chief Executive Officer. Under the terms of the policy,
the Bank is responsible for all of the premium costs but obtains a
security interest in the insurance proceeds in order to ensure that the
Bank is reimbursed for the cost of the premiums at the time proceeds
become payable or when the policy is cancelled. Allocation of the
proceeds of the split-dollar policy is as follows: the Bank is first
reimbursed for its premium cost; the executive then receives an amount
that is calculated by reference to the executive's final compensation; and
the Bank receives the remainder of the proceeds, if any. Because coverage
under an existing policy on the life of the previous Chief Executive
Officer was transferred to a policy covering the life of Mr. Holden (and
the Bank was credited for the lump sum premium previously paid for the
former executive's policy), the split-dollar life insurance policy
obtained by the Bank on the life of Mr. Holden represented no additional
cost to the Bank.
<F5>
(5) Bank contributions in 1998 to defined contribution plans on behalf of
Mr. Holden consisted of a $5,788 matching contribution and a $3,021
discretionary contribution under the 401(k) retirement plan. Bank
contributions in 1997 to defined contribution plans on behalf of Mr.
Holden consisted of a $2,346 matching contribution and a $2,613
discretionary contribution under the 401(k) retirement plan.
Employment Agreement. FC Banc Corp. and the Bank entered into an
employment agreement dated March 31, 1998 with Mr. Holden, superseding the
employment agreement dated November 15, 1996. The March 1998 employment
agreement provides for (i) a base salary of $92,700 during its term, or such
greater amount as may be agreed upon from time to time, (ii) an annual bonus
based upon FC Banc Corp. and the Bank's earnings and satisfaction of certain
qualifications described hereinafter, (iii) an obligation on FC Banc Corp. and
the Bank's part to contribute to Mr. Holden's account under the Bank's 401(k)
plan in an amount equal to the maximum matching contribution and such
additional amount as is necessary to compensate for taxes incurred by Mr.
Holden on the Bank's contribution and his contribution and (iv) miscellaneous
perquisites. The obligation of FC Banc Corp. and the Bank relating to 401(k)
plan contributions would apply in the case in which Mr. Holden's 401(k) plan
contributions are limited by nondiscrimination provisions of the Internal
Revenue Code. Mr. Holden's annual bonus is calculated by reference to the
Bank's earnings for the year, as follows: a bonus of $24,000 if the Bank's net
income exceeds 1997 earnings by 10%; and $30,000 if the Bank's net income
exceeds 1997 earnings by 20%. In order for Mr. Holden to qualify for the
annual bonus, the Bank must receive satisfactory or better examination ratings
and the Bank's return on assets must equal or exceed 1%. The ten-year
incentive stock option (to acquire 16,250 shares of Common Stock) Mr. Holden
received under his previous employment agreement (dated November 15, 1996)
remains effective after execution of the March 1998 revised employment
agreement. Mr. Holden's stock option vests and becomes exercisable in five
equal annual installments.
With an original term of three years from March 31, 1998, Mr. Holden's
employment agreement automatically renews for successive one-year periods at
each anniversary date (if not sooner terminated). As a result, the employment
agreement has a new three-year term at each anniversary.
Except in the case of termination for cause, the employment agreement
provides that Mr. Holden would be entitled to a lump sum payment in the amount
of twice his annual salary in the event his employment is terminated during
the term of the employment agreement, or in the event of a merger or other
acquisition in which the acquiring company does not assume the obligations
under the employment agreement. Mr. Holden is entitled under the employment
agreement to treat as a termination without cause a material reduction in his
salary or benefits; transfer to a location outside of Crawford County; a change
in his status or responsibilities without his consent; or a change in control
of FC Banc Corp., meaning acquisition by any person of 20% or more of FC Banc
Corp.'s stock. In the event of termination with or without cause, his rights
and interests in and to any split-dollar life insurance obtained by FC Banc
Corp. or the Bank would terminate.
Salary Continuation Agreement. FC Banc Corp. and the Bank also entered
into a Salary Continuation Agreement with Mr. Holden on October 20, 1998, which
provides that FC Banc Corp. and the Bank will be obligated to continue to pay
Mr. Holden or his designated beneficiary(ies) for a period of fifteen years
following Mr. Holden's retirement, death or disability or following a change
in control of FC Banc Corp. The salary continuation benefit would be (i)
$100,000 annually upon Mr. Holden's retirement on or after reaching age 65 or
upon his death; (ii) an annual amount starting at $11,714 for early retirement
at age 52, increasing to $100,000 for early retirement at age 64; (iii)
$100,000 annually in the event of a change in control, meaning the transfer of
20% or more of FC Banc Corp.'s stock followed within 2 years by replacement of
50% or more of FC Banc Corp.'s Board of Directors; or (iv) an amount equal to
the early retirement benefit in the event of Mr. Holden's disability. Neither
FC Banc Corp. nor the Bank would be obligated under the Salary Continuation
Agreement to pay any benefit to Mr. Holden or his beneficiary(ies) if he is
terminated for cause, or any benefit that would exceed the "excess parachute
payment" limitations under Section 280G of the Internal Revenue Code.
Stock Options. The following table provides information concerning grants
of stock options in 1998 under FC Banc Corp.'s 1997 Stock Option and Incentive
Plan (as adjusted for the August 14, 1998 2-for-1 stock split) to the
individual(s) named in the Summary Compensation Table.
Number of Securities Percent of Total Options
Underlying Granted to Employees in Exercise or Base Expiration
Name Options Granted (#) Fiscal Year Price ($/Sh) Date
- ----------------- ------------------ ----------- ------------ ----
G.W. Holden 2,200 65% $22 March 3, 2008
The following table shows the number of shares of Common Stock (as
adjusted for the August 14, 1998 2-for-1 stock split) acquired during 1998 or
acquirable upon exercise of options by the individual(s) named in the Summary
Compensation Table. The table also indicates the extent to which such options
were exercisable at December 31, 1998, as well as the approximate value of
such options based on the fair market value of the Common Stock at December
31, 1998.
Securities Underlying
Unexercised Options at Fiscal Value of In-the-Money Options
Year End (#) at Fiscal Year End ($) (1)
----------------------------- ----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------ ------------ ----------- ------------- ----------- -------------
G.W. Holden 0 $0 3,250 15,200 $16,250 $76,000
- ----------------------
<F1>
(1) In general, a stock option is "in-the-money" when the stock's
fair market value exceeds the option exercise price. Value of
unexercised options equals the estimated fair market value of a
share acquirable upon exercise of an option at December 31, 1998,
less the exercise price, multiplied by the number of shares
acquirable upon exercise of the options. The Common Stock is
quoted on the OTC Bulletin Board of NASD Regulation, Inc.
However, there is limited trading activity in Common Stock of
FC Banc Corp. Therefore, limited price data are available.
Solely for purposes of the preceding table and for no other
purpose, FC Banc Corp. has estimated the per share fair market
value of the Common Stock at December 31, 1998 as $27.00.
This figure is based upon prices paid for known sales occurring
at or about that time. Shareholders are cautioned that the
foregoing figure is an estimate only. The estimate does not
necessarily reflect the price shareholders may obtain upon sale
of their stock or the price at which shares of Common Stock may
be acquired, nor should such estimate be taken to represent
management or the Board of Directors' estimate of the intrinsic
value or fair market value of the shares of Common Stock.
Options granted under the 1997 Stock Option and Incentive Plan generally
become exercisable in five equal annual installments, the first twenty percent
becoming exercisable on the first anniversary of the date of grant. The 1997
Stock Option and Incentive Plan provides that options not yet exercisable
become exercisable in full if (i) a tender offer or exchange offer for shares
of FC Banc Corp. Common Stock is commenced or (ii) shareholders of FC Banc
Corp. approve an agreement whereby FC Banc Corp. will cease to be an
independent company or whereby FC Banc Corp. agrees to a sale of all or
substantially all of its assets.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IDENTIFIED HEREIN
AMENDMENT OF ARTICLES OF INCORPORATION
(Proposal 2)
Purpose of the Proposal
The second proposal to be acted upon at the annual meeting is a proposal
to amend FC Banc Corp.'s Amended and Restated Articles of Incorporation. The
purpose of the amendment is to increase the aggregate number of authorized
shares of Common Stock from 1,000,000 shares to 4,000,000 shares. As of
February 10, 1999, there were approximately 634,929 shares of Common Stock
issued and outstanding and 65,004 shares reserved for issuance under FC Banc
Corp.'s 1997 Stock Option and Incentive Plan.
The purpose of seeking approval to increase authorized shares is to
provide additional authorized shares of Common Stock for possible use in
connection with future financings, investment opportunities, acquisitions,
employee benefit or dividend reinvestment plan distributions, other
distributions such as stock dividends or stock splits, or for other corporate
purposes.
Authorized shares of Common Stock that are not issued or reserved for issuance
generally may be issued without any further action by the shareholders. The
additional authorized shares would enable FC Banc Corp. to take advantage of
market conditions to raise additional equity capital or issue shares in
connection with acquisitions without the delay and expense associated with the
holding of a shareholders' meeting to obtain approval for authorization of
additional shares. Unless required by law, regulatory authorities, or the
rules of any stock exchange on which FC Banc Corp.'s securities may then be
listed or the rules of any national securities association on whose system the
Common Stock may then be traded, no further authorization by vote of
shareholders would be required for any such share issuances. Shareholders do
not have preemptive rights and will not have a right of first refusal to
purchase any of the additional authorized shares of Common Stock. FC Banc
Corp. has no plans or commitments at this time for the issuance of the
additional authorized Common Stock, but desires to have the flexibility to
issue additional shares should the need arise or market conditions warrant.
The availability of authorized but unissued stock will enable FC Banc Corp.
to take advantage of market conditions to issue stock as conditions warrant,
including issuance of stock as a dividend or in connection with a stock
split. As a general proposition, a stock split or the issuance of new shares
as stock dividends could reduce the per share market price of each outstanding
share, potentially stimulating additional investor interest due to the reduced
per share price. At the present time, however, there is, and for the
foreseeable future there is expected to be, a limited trading market for the
Common Stock.
Certain Effects of the Proposed Amendment
The authorization of additional shares of Common Stock pursuant to this
proposal will have no dilutive effect upon the proportionate voting power of
the present sharesholders of FC Banc Corp. However, to the extent that
shares are subsequently issued to persons other than the present shareholders
and/or in proportions other than the proportion that presently exists, such
issuance could have a substantial dilutive effect on present shareholders.
The Board of Directors of FC Banc Corp. believes, however, that the
proposed amendment increasing authorized shares will provide several long-term
benefits to FC Banc Corp. and its shareholders, including the flexibility
to pursue acquisitions in exchange for Common Stock of the company. While FC
Banc Corp. has no specific plans, proposals, understandings or agreements
for any such acquisition, the issuance of additional shares of Common Stock
for an acquistion may have a dilutive effect on earnings per share and book
value per share, as well as a dilutive effect on the voting power of existing
shareholders. FC Banc Corp. would expect that any such dilutive effect on
earnings per share and/or book value per share would be relatively short-
term in duration.
The increased availability for issuance of shares of Common Stock also
could enable the Board of Directors to discourage or render more difficult and
costly an attempt to gain control of FC Banc Corp. by means of a merger,
tender offer or other change-in-control transaction. For example, the
issuance of shares of Common Stock in a public or private sale, merger or
similar transaction would increase the number of outstanding shares, diluting
the interest of a party attempting to obtain control. The cumulative effect
of various provisions of FC Banc Corp.'s current Amended and Restated Articles
of Incorporation can be expected to deter certain mergers, tender offers or
future takeover attempts. These provisions have to do with (i) staggered
classes of Directors, (ii) authorized but unissued shares of Common Stock,
(iii) supermajority voting requirements that apply to business combination
transactions not approved in advance by the Board of Directors and (iv) a
provision in the Amended and Restated Articles of Incorporation prohibiting
purchases by FC Banc Corp. from any person or group that owns one percent (1%)
or more of the Common Stock of any shares of FC Banc Corp. Common Stock, if
the proposed purchase is at a price higher than the shares' fair market value
or on terms that are more favorable than the terms otherwise available to
other shareholders, unless those more favorable terms and the above-market
price are made available to other shareholders or unless a majority of those
other shareholders approve (by a majority vote) of the purchase by FC Banc
Corp. from the holder of one percent (1%) of the Common Stock. FC Banc Corp.
is not aware of any attempt to acquire a controlling interest.
Vote Required
Under Ohio General Corporation Law, the affirmative vote of two thirds of
the voting power of a corporation is generally necessary in order to amend the
corporation's articles of incorporation, unless the corporation's articles of
incorporation provide for amendment by a greater or lesser vote (but not less
than a majority). Article THIRTEENTH of FC Banc Corp.'s Amended and Restated
Articles of Incorporation provides that all amendments to the Amended and
Restated Articles of Incorporation require the affirmative vote of the holders
of not less than eighty percent (80%) of the outstanding shares, unless two
thirds of the Board of Directors previously approve the amendment. If the
Board approves an amendment in this fashion, the Amended and Restated Articles
of Incorporation provide in Article TWELFTH that the amendment to the Amended
and Restated Articles of Incorporation would require the affirmative vote of
the holders of a majority of the voting power of FC Banc Corp.
On January 19, 1999 the Board of Directors held a meeting at which, among
other things, more than two thirds of the members of the Board of Directors
voted to amend Article FOURTH of the Amended and Restated Articles of
Incorporation for the purpose of increasing the authorized shares from
1,000,000 to 4,000,000, directing that such amendment be submitted to
shareholders for their approval. Accordingly, the affirmative vote of a
majority of the issued and outstanding shares of Common Stock is required to
approve the proposed amendment. Shareholders voting against Proposal 2 will
not have dissenters' rights under Ohio law.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADOPTION OF THE
AMENDMENT TO FC BANC CORP.'S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO
INCREASE AUTHORIZED SHARES
AMENDMENT OF CODE OF REGULATIONS
(Proposal 3)
Purpose of the Proposal
The third proposal to be acted upon at the annual meeting is a proposal
to amend FC Banc Corp.'s Code of Regulations. The purpose of the amendment is
to change the circumstances under which directors may be removed and the
procedures for removal of a director. FC Banc Corp.'s Code of Regulations
currently provides in Article 2, Section 2.10 that
"Any directors may be removed, with cause, at any time, by the
affirmative vote of a majority in voting power of the shareholders
of record of the company entitled to vote, taken at a special meeting
of the shareholders called for that purpose. The vacancy in the board of
directors caused by such removal may be filled by the shareholders at
such meeting."
The Board of Directors and management believe that the Board of Directors
should be able to remove a director for cause even without shareholder
approval, and that a proposal to remove a director is a proper matter for
shareholder action regardless of whether the proposal is submitted at an
annual or special meeting. To accomplish those goals, the following is being
proposed to replace Article 2, Section 2.10 in its entirety:
"All of the directors or any individual director may be removed
with cause by the affirmative vote of a majority of the voting
power of the shareholders entitled to vote in the election of
directors, whether acting at an annual meeting or acting at a
special meeting of the shareholders. A director may be
removed for cause at any time by the board of directors with
the affirmative vote of at least two thirds of the directors.
For this purpose, cause shall be deemed to include circumstances
in which the director to be removed has been found by a court of
competent jurisdiction to be of unsound mind, or the director has
been adjudicated a bankrupt, or the director fails to qualify or
no longer qualifies as a director, whether by failing to accept
his election or appointment as such or by failure to maintain the
qualifications required of a director by this Code of Regulations.
Any vacancy in the board of directors caused by removal of a director
or directors by shareholder action may be filled by the shareholders
acting at the meeting at which the director(s) was removed and
entitled to vote in the election of directors, or by the directors
remaining after removal of the director(s) if the director(s)
is removed by action of the board of directors. Failure of
shareholders to elect a director to fill the unexpired term of a
director who is removed shall be deemed to create a vacancy for
purposes of this Code of Regulations. Nothing in this section
shall be deemed to require a greater percentage vote of
shareholders for removal of a director than is specified in
Section 1701.58(D) of the Ohio Revised Code or any successor
provision to Section 1701.58(D)."
If cause for removal of a director exists, the burden, delay and expense
of soliciting proxies and holding a special shareholder meeting to remove a
director and the potential for disputes associated with a shareholder vote
upon removal of a director for cause could, in the opinion of the Board of
Directors and management, potentially be injurious to a corporation. If cause
for removal of a director exists, the Board of Directors believes that it
should be allowed to act quickly and decisively to remove the director(s).
Vote Required
Under Ohio General Corporation Law, the affirmative vote of a majority of
the voting power of a corporation is generally necessary in order to amend the
corporation's regulations, unless the corporation's articles of incorporation
or regulations provide for amendment by a greater or lesser vote (but not less
than a majority). Article NINTH of FC Banc Corp.'s Amended and Restated
Articles of Incorporation provides that all amendments to the Code of
Regulations require the affirmative vote of holders of not less than eighty
percent (80%) of the outstanding shares entitled to vote thereon, unless two
thirds of the Board of Directors previously approve the amendment. If the
Board approves an amendment in this fashion, the Amended and Restated Articles
of Incorporation provide that the amendment to the Amended and Restated
Articles of Incorporation would require the affirmative vote of holders of a
majority of the outstanding shares entitled to vote thereon.
On January 19, 1999 the Board of Directors held a meeting at which, among
other things, more than two thirds of the members of the Board of Directors
voted to amend Article 2, Section 2.10 of the Code of Regulations in the
manner set forth above, directing that such amendment be submitted to
shareholders for their approval. Accordingly, the affirmative vote of a
majority of the issued and outstanding shares of Common Stock is required to
approve the proposed amendment. Shareholders voting against Proposal 3 will
not have dissenters' rights under Ohio law.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADOPTION OF THE
AMENDMENT TO FC BANC CORP.'S CODE OF REGULATIONS
RATIFICATION OF INDEPENDENT AUDITOR
(Proposal 4)
FC Banc Corp.'s independent auditor for the fiscal year ended December 31,
1998 was Robb, Dixon, Francis, Davis, Oneson & Company. The Board of
Directors has selected Robb, Dixon, Francis, Davis, Oneson & Company to be its
independent auditor for the fiscal year ending December 31, 1999. This
appointment is being presented to the shareholders for ratification.
One or more members of the firm of Robb, Dixon, Francis, Davis, Oneson &
Company are expected to be present at the Meeting. The representative(s) of
the independent auditor will have the opportunity to make a statement if
desired, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF ROBB, DIXON, FRANCIS, DAVIS, ONESON & COMPANY AS
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Director Gernert is a partner of the law firm of Kennedy, Purdy, Hoeffel
& Gernert, which performs legal services for FC Banc Corp. and the Bank.
During 1998, Kennedy, Purdy, Hoeffel & Gernert was paid $90,991 for legal
services rendered to FC Banc Corp. and the Bank. Of that amount, $48,519 was
paid by mortgage customers of the Bank for services rendered by Kennedy, Purdy,
Hoeffel & Gernert in connection with real estate transactions in which the
Bank acted as mortgage lender. The Bank has also extended credit to Mr.
Gernert in his individual capacity in the ordinary course of business. Mr.
Hord is President of Hord Livestock Company, Inc., to which the Bank has
extended credit in the ordinary course of business. Mr. Kimerline is
President of Bucyrus Road Materials, Inc., which is also indebted to the Bank
for credit extended in the ordinary course of business.
During 1998, certain directors and executive officers of FC Banc Corp.
and the Bank, and associates of such persons, were customers of and had banking
transactions with the Bank in the ordinary course of business. Directors
Dostal, Gernert, Hord, Kimerline, Pigman and Spreng or their associates and
affiliated entities were borrowers of the Bank in 1998 and continue to be in
1999. Director John O. Spreng, Jr. is Vice President of Longacre Farms, Inc.,
which is indebted to the Bank for credit extended in the ordinary course of
business. FC Banc Corp. expects that these relationships and transactions
will continue in the future.
All loans and commitments to loans included in such transactions were made
and will be made in the future on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons not employed by FC Banc Corp. or the Bank.
Except as may be disclosed herein, the existing transactions do not involve
more than the normal risk of collectability or present other unfavorable
features.
Director Jerry A. Mr. Harrer served as a director of the Bank since 1979
and of FC Banc Corp. since 1994. The three-year term of Director Harrer
expires at the 1999 Annual Meeting of Shareholders. He has not been nominated
to serve for an additional term. Among the business enterprises controlled by
Director Harrer is a grain and beef operation in Crawford County and a builder
of water and sewage towers and tanks. The Bank's extensions of credit to
Director Harrer's affiliated businesses included a line of credit in the
amount of $550,000, secured by equipment. Director Harrer and his spouse and
their affiliated businesses also obtained other borrowings from the Bank.
Director Harrer and his spouse obtained a term loan from the Bank and a
$150,000 line of credit, each secured by farm property. Because of the number
of loans outstanding to the affiliated business and to Mr. Harrer and his
spouse, the aggregate amount of those loans and the financial circumstances of
the affiliate, the Bank reclassified these loans, including the affiliate's
line of credit (which was converted to a term loan), to "doubtful" in 1998.
The largest aggregate indebtedness of Director Harrer and his affiliates
during 1998 was $653,588. All borrowings of Director Harrer, his spouse and
their affiliated businesses from the Bank have since been paid in full. No
further borrowing relationships exist between the Bank and Director Harrer,
his spouse and their affiliates.
SHAREHOLDER PROPOSALS
The Proxy is solicited by management and confers discretionary authority
to vote on any matters that properly come before the Annual Meeting or any
adjournments thereof. Article 1, Section 1.9 of FC Banc Corp.'s Code of
Regulations states that no business is eligible for consideration at an annual
or special meeting of shareholders (i) unless it is proposed by a majority of
FC Banc Corp.'s Board of Directors or (ii) unless a written statement setting
forth the business and the purpose therefor is delivered to the Board of
Directors not less than sixty (60) days prior to the annual or special meeting
at which such business is to be taken up. As of January 22, 1999, the date
that is 60 days prior to the date of the 1999 Annual Meeting of Shareholders,
FC Banc Corp. had not received notice of any matter to be brought before the
Annual Meeting other than the matters referred to in the Notice of Annual
Meeting of Shareholders and matters incident thereto. If any matter not set
forth in the Notice of Annual Meeting of Shareholders is properly brought
before the 1999 Annual Meeting, the persons named as proxies will vote thereon
in accordance with their best judgement.
Shareholders desiring to submit proposals for inclusion in the proxy
materials of FC Banc Corp. for the 2000 Annual Meeting of Shareholders must
submit the proposals to FC Banc Corp. at its executive offices no later than
November 24, 1999. FC Banc Corp. will not be required to include in its
Proxy Statement or form of Proxy for the 2000 Annual Meeting of Shareholders a
shareholder proposal that is received after that date or that otherwise fails
to meet requirements for shareholder proposals established by regulations of
the Securities and Exchange Commission.
If a shareholder intends to present a proposal at the 2000 Annual Meeting
of Shareholders without seeking to include the proposal in FC Banc Corp.'s
proxy materials for that meeting, FC Banc Corp.'s management proxies will be
entitled to use the discretionary voting authority that will be contained in
the proxies for the 2000 Annual Meeting of Shareholders to vote on that
proposal at the 2000 Annual Meeting of Shareholders, unless prior notice of
the proposal is given to FC Banc Corp. Prior notice must be given to FC Banc
Corp. at least 45 days before the date in 2000 corresponding to the mailing
date of this Proxy Statement for the 1999 Annual Meeting of Shareholders.
This Proxy Statement is being mailed to shareholders on or about February 19,
1999. The date that is 45 days before the corresponding mailing date in 2000
is therefore January 5, 2000. Accordingly, a shareholder who desires to
present a proposal at the 2000 Annual Meeting of Shareholders without seeking
to include the proposal in FC Banc Corp.'s proxy materials for that meeting
should provide notice of the proposal to FC Banc Corp. no later than January
5, 2000. If the shareholder fails to do so, FC Banc Corp.'s management
proxies for the 2000 Annual Meeting of Shareholders will be entitled to use
their discretionary voting authority on that proposal, without any discussion
of the matter in FC Banc Corp.'s proxy materials.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires FC Banc
Corp.'s directors and executive officers, as well as persons who own more than
10% of a registered class of FC Banc Corp.'s equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of FC Banc Corp. stock. Based solely on review of the
copies of such reports furnished to FC Banc Corp. and written representations
to FC Banc Corp., to FC Banc Corp.'s knowledge all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with during the fiscal year ended December
31, 1998, except that Director John O. Spreng did not report on Form 5 for the
year ended December 31, 1997 or previously on Form 4 the receipt of an option
to acquire FC Banc Corp. stock. Under the terms of the 1997 Stock Option and
Incentive Plan, every nonemployee director receives automatically one grant of
an option to acquire 1,800 shares of FC Banc Corp. stock. The first such
grant to nonemployee directors became effective automatically upon adoption of
the 1997 Stock Option and Incentive Plan by shareholders at FC Banc Corp.'s
1997 Annual Meeting. Director Spreng became a director later in 1997, and he
was not aware of the automatic grant of an option associated with his
appointment to FC Banc Corp.'s Board of Directors.
GENERAL
The persons named in the Proxy will vote all properly executed Proxies.
If a shareholder specifies on such Proxy a choice with respect to a proposal to
be acted upon, the Proxy will be voted in accordance with such specifications.
If no choice is specified, the Proxy will be voted FOR election of the
nominees identified herein, FOR amendment of the Amended and Restated Articles
of Incorporation, FOR amendment of the Code of Regulations and FOR
ratification of FC Banc Corp.'s independent auditor.
The entire cost of soliciting Proxies for use at the Annual Meeting will
be borne by FC Banc Corp. Proxies may be solicited by officers, directors,
and regular employees of FC Banc Corp. or the Bank personally, by mail, or by
telephone or telegraph, and FC Banc Corp. may reimburse brokers, custodian
banks, nominees, and other fiduciaries for their reasonable out-of-pocket
expenses in forwarding proxy materials to their principals.
PROXY
FC Banc Corp.
Bucyrus, Ohio
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
March 24, 1999
The undersigned shareholder of FC Banc Corp. hereby constitutes and
appoints David G. Dostal and Joan C. Stemen, and each of them, with full
power of substitution, as proxies to represent the undersigned at the Annual
Meeting of Shareholders of FC Banc Corp. to be held on March 24, 1999, and any
adjournments and postponements thereof, and to vote the shares of common stock
the undersigned would be entitled to vote (as specified below) upon all
matters referred to herein and in their discretion upon any other matters that
properly come before the Annual Meeting:
(1) To elect the three (3) nominees identified below as directors to the Board
of Directors for terms of three (3) years and until their successors are
elected and qualified.
_____________FOR ALL NOMINEES ____________ WITHHOLD VOTE FOR ALL NOMINEES
INSTRUCTION: To withhold your vote for any individual nominee, strike a
line through the nominee's name.
Samuel J. Harvey Charles W. Kimerline James B. Pigman
(2) To amend FC Banc Corp.'s Amended and Restated Articles of Incorporation to
increase authorized common stock, without par value, from 1,000,000 to
4,000,000 shares.
_______________FOR ____________AGAINST ___________ABSTAIN
(3) To amend FC Banc Corp.'s Code of Regulations, Article 2, Section 2.10 to
change the circumstances under which directors may be removed and the
procedures for removal of a director, as set forth in the accompanying
Proxy Statement.
_______________FOR _____________AGAINST ____________ABSTAIN
(4) To ratify the appointment of Robb, Dixon, Francis, Davis, Oneson &
Company as independent auditor of FC Banc Corp. for the fiscal year
ending December 31, 1999.
_______________FOR ____________AGAINST _____________ABSTAIN
(5) To act on such matters as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
A VOTE FOR ELECTION OF THE NOMINEES IDENTIFIED ABOVE AND IN FAVOR OF PROPOSALS
2, 3 AND 4 IS RECOMMENDED BY THE BOARD OF DIRECTORS
The Annual Meeting will be preceded by a buffet luncheon and
entertainment, commencing at noon. Please indicate below whether you expect
to attend.
___________I will attend the Annual Meeting, with _______ guest(s)
___________I do not expect to attend the Annual Meeting
(Continued, and to be signed, on the reverse side)
(Continued from reverse side)
The shares represented by this Proxy will be voted as specified. Unless
specified to the contrary, all shares of the undersigned will be voted "FOR"
election of the nominees identified above, "FOR" Proposals 2, 3 and 4 and in
the best judgment of the proxies on such other matters as may properly come
before the Annual Meeting.
The undersigned acknowledges receipt from FC Banc Corp., prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report.
____________________________________
Dated:__________________________, 1999 Signature
____________________________________
Signature
Please sign exactly as your name
appears above on this card. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If
shares are held jointly, each
holder should sign.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PROPERLY PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
HEREIN IN ACCORDANCE WITH THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE POSTAGE-PAID,
SELF-ADDRESSED ENVELOPE PROVIDED.