<PAGE>
TRI-STATE 1ST BANK, INC.
P.O. Box 796
East Liverpool, Ohio, 43920
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 19, 1998
AT ADRIAN'S BANQUET CENTER, 48781 CALCUTTA SMITH FERRY ROAD,
EAST LIVERPOOL, OHIO
Dear Tri-State 1st Bank, Inc. Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of the
Shareholders of Tri-State 1st Bank, Inc., an Ohio corporation ("1st Bank"), on
Wednesday, March 18, 1998. The meeting will be held at the new banquet
facility at Adrian's Banquet Center, 48781 Calcutta Smiths Ferry Road,
Calcutta, East Liverpool, Ohio, at 7:00 P.M. (PLEASE NOTE THE CHANGE OF
LOCATION AND TIME OF THE MEETING FROM PRIOR YEARS) 1st National Community Bank
("1st National") is a wholly- owned subsidiary of 1st Bank. Whether or not
you will attend the Annual Meeting of the Shareholders, I urge you to
immediately sign and return the enclosed Proxy in the envelope provided
casting your vote on these important issues.
You are being asked to consider and vote on the following proposals:
1. To set the number of Class 2 Directors to be elected at three (3)
members of the Board of Directors and to elect three (3) Class 2 Directors
each for a term of three (3) years to serve until the year 2001 A.D., or until
the next meeting of Shareholders called for the purpose of electing Class 2
Directors. All three (3) of the current Class 2 Directors have been nominated
for reelection.
2. To ratify the appointment of S. R. Snodgrass, A.C., as the
independent certified public accountants for 1st Bank in 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on February 16, 1998, has been fixed as the
record date for the determination of Shareholders entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
St. Clair Township, Ohio
February 19, 1998
Keith R. Clutter
Secretary
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR SHARES
WILL BE REPRESENTED AT THE MEETING. IF YOU CHOOSE TO ATTEND THE MEETING, YOU
MAY REVOKE YOUR PROXY AND PERSONALLY CAST YOUR VOTES.
<PAGE>
TRI-STATE 1ST BANK, INC.
P.O. Box 796
East Liverpool, Ohio, 43920
1998 Annual meeting
PROXY STATEMENT
PROXIES, SOLICITATION AND VOTING
This Proxy Statement is furnished to the shareholders ("Shareholders") of Tri-
State 1st Bank, Inc. ("1st Bank") in connection with the solicitation by the
1st Bank management, by order of the Board of Directors, of proxies
("Proxies") for use at the Annual Meeting of Shareholders to be held on March
18, 1998, and at any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
The enclosed Proxy Card is for use at the Annual Meeting if a Shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares of
common stock, no par value, of 1st Bank (the "Common Stock") voted by Proxy
even if he attends the Annual Meeting. The Proxy may be revoked by the person
giving it at any time before it is exercised, by notice to the Secretary of
1st Bank, by executing and delivering a Proxy having a later date, or by such
persons appearing at the Annual Meeting and electing to vote in person. All
shares of Common Stock of 1st Bank represented by valid Proxies received
pursuant to this solicitation, and not revoked before they are exercised, will
be voted at the Annual Meeting. The execution of a Proxy will in no way
affect a Shareholder's right to attend the Annual Meeting and vote in person.
The election of Class 2 Directors and the appointment of S. R. Snodgrass A.C.
as the Company's auditors, both require the affirmative vote of a majority of
votes cast, at a meeting at which the holders of a majority of the outstanding
Common Stock are present in person or by proxy. Abstentions and broker non-
votes will be included in determining the number of shares present at the
Annual Meeting of Shareholders but will not be included in determining the
number of votes cast and as a result will not be considered in determining the
outcome of the vote.
Holders of Common Stock of record at the close of business on February 16,
1998, (the "Record Date") will be entitled to vote at the Annual Meeting and
at any adjournment thereof. At the close of business on the Record Date, 1st
Bank had issued and outstanding 410,800 shares of Common Stock. In the
election of Class 2 Directors, and in deciding all other questions presented
at the Annual Meeting of Shareholders, each Share-holder will be entitled to
one vote for each share of Common Stock held by him.
The cost of soliciting Proxies will be borne by 1st Bank. In addition to the
use of the mails, Proxies may be solicited by personal contact or telephone.
If applicable, banks, brokers, nominees and fiduciaries will be required to
forward the soliciting material to the
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principals and obtain authorization for the execution of Proxies. 1st Bank
will, upon request, reimburse banks, brokers and other institutions, nominees
and fiduciaries for their expenses in forwarding Proxy material to the
principals.
ELECTION OF DIRECTORS [Proposal No.1]
The persons named in the accompanying Proxy will vote for the election of the
nominees named below as Class 2 Directors, unless otherwise directed by the
Shareholders giving Proxies. All nominees are now Class 2 Directors and all
have consented to be named and to serve if elected. The Bylaws of 1st Bank
provide that the number of Directors to be elected at the Annual Meeting of
the Shareholders will be determined by resolution of the Board of Directors or
the Shareholders. The number of Directors has been fixed at nine, divided
into three equal Classes of three: Class 1, Class 2 and Class 3. The current
term of the Class 2 Directors expires at the Annual Meeting and three Class 2
Directors are to be elected at the Annual Meeting, each for a three year term.
Provided a quorum is present, Class 2 Directors will be elected by the
affirmative vote of not less than a majority of all shares present in person
or represented by Proxy at the Annual Meeting. At each meeting of
Shareholders for the election of Directors at which a quorum is present, the
persons receiving the greatest number of votes shall be deemed elected
Directors. Any Shareholder may cumulate his votes at an election of Directors
upon fulfillment of the conditions prescribed in Section 1701.55 of the Ohio
Revised Code, or any similar statute which may hereafter be enacted. Such
Section generally requires that a Shareholder desiring to cumulate voting give
advance notice in writing at least 48 hours before the Annual Meeting of his
or her desire that the voting at the Annual Meeting be cumulative and that
announcement of the giving of such notice be at the commencement of the Annual
Meeting. Upon fulfillment of these notice requirements, each Shareholder has
the right to cumulate the voting power he or she possesses and to give one
candidate as many votes as the number of Directors to be elected multiplied by
the number his or her votes equals, or to distribute his or her votes on the
same principle among two or more candidates as he or she sees fit.
The Proxy solicited hereby cannot be voted for the election of a person to
fill a directorship for which no nomination has been duly made.
Nominations for election to the Board of Directors may be made by any
Shareholder entitled to vote for the election of Directors. Any such
nomination shall contain the following information: (I) the name and address
of the proposed nominee; (ii) the principal occupation of the nominee; (iii)
the total number of shares of Common Stock that to the knowledge of the
nominating Shareholder will be voted for the proposed nominee; (iv) the name
and residential address of each nominating Shareholder; (v) the number of
shares of Common Stock owned by the nominating Shareholder; (vi) the total
number of shares of Common Stock that to the knowledge of the nominating
Shareholder
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are owned by the proposed nominee; (vii) the signed consent of the proposed
nominee to serve on the Board, if elected. Such nomination shall be delivered
to the Secretary of the 1st Bank not later than the opening of business at the
Annual Meeting.
Nominations not made in accordance herewith may be disregarded by the
chairperson of the meeting, and upon the chairperson's instructions the vote
tellers may disregard all votes cast for each such nominee. If, at the time of
the Annual Meeting of Shareholders, any of the nominees named in the Proxy
Statement should be unable or decline to serve as a Class 2 Director, the
Proxies are authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends. The Board of Directors has no reason to
believe that any nominee will be unable or decline to serve as a Class 2
Director.
Set forth below are the names of the nominees for election to the Board of
Directors as Class 2 Directors and certain information furnished by such
nominees to 1st Bank concerning themselves. The persons named below will be
nominated for election to serve until the 2001 A.D. Annual Meeting of the
Shareholders. It is the intention of the persons named in the Proxy to vote
"For" the resolution establishing the number of Class 2 Directors at three (3)
persons and to vote "For" the election of these three (3) nominees.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR
OF THIS PROPOSAL UNLESS A CONTRARY VOTE OR ABSTENTION IS SPECIFIED.
<TABLE>
<CAPTION>
NOMINEES FOR THE CLASS 2 DIRECTORS
Name Age Position and Offices Director Present and Principal
Held at 1st Bank and Since Occupation for last
Subsidiaries five years
<S> <C> <C> <C> <C>
Keith R. Clutter 54 Director; Secretary of 1987 Secretary of 1st Bank;
1st Bank; President of President 1st National
1st National (banking)
G. Allen Dickey 67 Director - 1st Bank; 1st 1987 Chairman of D. W.
National Dickey & Son, Inc.
(construction materials)
John P. Scotford, Sr. 69 Director - 1st Bank; 1st 1987 Chairman, McBarscot
National Company
(automobile dealer)
</TABLE>
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Identification of Other Directors and Executive Officers
The following persons are (I) current Directors of 1st Bank who are serving
as either Class 1 Directors, whose terms expire in 2000, or Class 3 Directors,
whose terms expire in 1999, and/or (ii) executive officers of 1st National.
<TABLE>
<CAPTION>
IDENTIFICATION OF OTHER DIRECTORS AND EXECUTIVE OFFICERS
Name Age Position and Offices Director Present and Principal
Held at 1st Bank and Since Occupation for last
Subsidiaries five years
CLASS 1 DIRECTORS
<S> <C> <C> <C> <C>
William E. Blair, Jr. 62 Director - 1st Bank; 1st 1991 President of Bill Blair
National Inc. (oil and gas
exploration)
Stephen W. Cooper 54 Director - 1st Bank; 1st 1989 President of Cooper
National Insurance Agency
(general insurance)
Marvin H. Feldman 52 Director - 1st Bank; 1st 1987 Partner in The
National Feldman Agency
(life insurance)
CLASS 3 DIRECTORS
Charles B. Lang 58 Director; President of 1987 President of 1st Bank;
1st Bank; Chairman and Chairman & CEO of
CEO of 1st National 1st National (banking)
R. Lynn Leggett 50 Director -1st Bank; 1st 1996 Funeral Director, Eells-
National Leggett Funeral Home
(funeral services)
John C. Thompson 71 Director - 1st Bank; 1st 1987 Chairman & CEO of
National The Hall China Company
(pottery manufacturing)
OTHER EXECUTIVE OFFICERS
Lois J. Curran 56 Vice President - 1st Vice President of 1st
National National since 1987;
over 28 years of banking
experience
</TABLE>
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<TABLE>
<CAPTION>
Name Age Position and Offices Director Present and Principal
Held at 1st Bank and Since Occupation for last
Subsidiaries five years
<S> <C> <C> <C>
Roger D. Sanford 49 Vice President - 1st Vice President and
National Branch Manager of 1st
National since 1992;
Assistant Vice President of
of 1st National from 1990
to 1992; over 26 years of
banking experience
R. Keith Broadbent 54 Vice President - 1st Vice President of 1st
National National since April 1996;
Loan Officer of 1st
National since October
1995; over 29 years of
banking experience
Gary R. Jones 53 Chief Financial Officer - Chief Financial Officer of
1st Bank; Chief Financial 1st National and 1st Bank
Officer - 1st National since 1997; over 10 years
of banking experience
Steven A. Mabbot 41 Assistant Vice President - Assistant Vice President
1st National and Loan Department
Manager of 1st Bank
since 1994; over 10 years
of banking experience
Vickie L. Owens 36 Assistant Cashier - 1st Assistant Cashier and
National Supervisor of Data
Processing since 1991;
over 19 years of banking
experience
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BOARD OF DIRECTOR AND COMMITTEE MEETINGS
During 1997, the Board of Directors of 1st Bank held 4 regular meetings of the
Board of Directors. 1st Bank has no standing audit, nominating, compensation
or other committees of the Board of Directors. All of 1st Bank's Directors
attended at least 75% of its Board meetings except Directors G. Allen Dickey
and R. Lynn Leggett each of whom attended two of the four meetings, and
Director John P. Scotford, Sr. who attended one of the four meetings. The
Directors of 1st Bank also constitute the entire Board of Directors of 1st
National Community Bank, a wholly-owned subsidiary of 1st Bank. There were 13
meetings of the Board of Directors of 1st National. All of 1st National's
Directors attended at least 75% of its Board meetings except Director John P.
Scotford, Sr. who attended 23% of the meetings and Director R. Lynn Leggett
who attended 62% of the meetings. Director Scotford travels extensively and
lives at a Florida residence for a portion of each year.
EXECUTIVE COMPENSATION
The following table reflects the compensation paid by 1st National Bank during
1997, 1996 and 1995 for services in all capacities by the Chairman & CEO. No
employee received an annual salary and bonus in excess of $100,000. More
specific information regarding compensation is provided in the notes
accompanying the tables.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
SALARY BONUS
(A) (A)
NAME AND POSITION YEAR ($) ($)
------------------------------------------------------------
Charles B. Lang 1997 62,800 1,256
Chairman & CEO 1996 59,750 3,235
1995 57,049 3,772
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(A) Amounts shown include all cash compensation earned and received by the
named executive officer.
OPTIONS/SAR GRANTS/INCENTIVE PLANS
1st Bank does have in place a stock option plan which was approved by the
Shareholders at their annual meeting on March 19, 1997. A committee was
chosen by the Board of Directors of 1st National comprised of Directors but
not including any executive officers of either 1st Bank or 1st National for
the purpose of awarding options to purchase Common Stock of 1st Bank to
deserving officers and Directors for the year 1997. Under the Plan, there are
50,000 shares of 1st Bank stock eligible for distribution under the stock
option plan.
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Effective August 14, 1997, 17,000 share options were granted to 12 officers
and Directors of 1st National at an exercise price of $21.00 per share for a
term of five (5) years to expire in five years on August 13, 2002 A.D. The
Fair Market Value per share on August 14, 1997, was $21.00 per share. A total
of 9,500 Incentive Stock Options were granted to five key officers and 7,500
Non-Qualified Stock Options were granted to seven Directors. These are the
first and only shares to date granted under the Plan.
The following table describes the individual stock options granted to the
Chief Executive Officer of 1st Bank and 1st National during the year 1997:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants to Executive Officers
- ------------------------------------------------------------------------------
Number of % of Total
Securities Options/SAYS
Underlying Granted to
Options/SAYS Employees Exercise or Base
Name Granted (#) in fiscal year Price ($/Sh) Expiration Date
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Charles B. Lang 4,000 42% $21.00 8/13/2002
The following table describes each exercise of stock options and SAYS during
the year 1997 by the named executive officer of 1st National and 1st Bank:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Securities Value
Underlying Unexercised
Unexercised In-the-Money
Options/SARS Options/SARS
at FY-End (#) at FY-End (#)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized Unexercisable Unexercisable
- ------------------------------------------------------------------------------
Charles B. Lang None $0 4,000/0 $0/$0
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<PAGE>
There are no other stock option or stock appreciation rights plans, nor are
there any long-term incentive plans for employees of 1st Bank or 1st
National.
COMPENSATION OF DIRECTORS
For the year 1997, no compensation was paid to any Directors of 1st Bank for
their services to the holding company. No compensation was paid to Directors
Lang and Clutter as Directors of 1st National, who are compensated in their
capacity as officers of 1st National. Compensation paid to each of the
remaining seven outside Directors of 1st National was as follows: an annual
retainer of $2,000; $200 for each of the 13 Board meetings attended; and $150
for each Executive Committee attended (three outside Directors are assigned to
each of the monthly Executive Committee meetings). $150 was paid to the four
members of the Audit Committee for each of the two meetings attended, and also
to the three non-officer Director members of the Future Directions Committee
for the one meeting held provided that they had attended.
EMPLOYMENT ARRANGEMENTS
1st Bank has not entered into any employment contracts with any of its
executive officers, nor is there any arrangement, plan or agreement in effect
between 1st Bank and any executive officer providing for compensation to be
paid in the event of the resignation, retirement or termination of any such
officer or in the event of a change in control of 1st Bank.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of February 16, 1998, there were 410,800 shares of Common Stock issued and
outstanding, and 17,000 stock options to purchase unissued shares. The
following table sets forth information as of February 16, 1998, with respect
to beneficial ownership of 1st Bank's Common Stock by: (I) all persons known
to 1st Bank to be considered to own beneficially more than five (5%) percent
of its voting securities; (ii) all Directors and Director nominees of 1st
Bank; and (iii) all of 1st Bank's officers and Directors as a group. Unless
otherwise stated, each person so named exercises or would exercise sole voting
power and investment power as to the shares of Common Stock so indicated.
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<PAGE>
Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership(1) Percentage of Class
- ------------------------------------------------------------------------------
William E. Blair, Jr. 5,000 (2) 1.17%
13004 Woodworth Road
New Springfield, OH 44443
Keith R. Clutter 2,400 (3) *
2642 Carter Street
East Liverpool, OH 43920
Stephen W. Cooper 1,400 (4) *
933 Park Boulevard
East Liverpool, OH 43920
G. Allen Dickey 13,250 (5) 3.10%
6938 State Route 45
Lisbon, OH 44432
Marvin H. Feldman 20,950 (6) 4.90%
932 Midway Lane
East Liverpool, OH 43920
Charles B. Lang 34,877 (7) 8.15%
R. D. #1, Box 255
Chester, WV 26034
R. Lynn Leggett 3,364 (8) *
425 Chestnut Street
Lisbon, OH 44432
John P. Scotford 33,250 (9) 7.77%
7316 Christopher Drive
Poland, OH 44514
John C. Thompson 6,850 (10) 1.60%
913 Park Boulevard
East Liverpool, OH 43920
R. Keith Broadbent 200 (11) *
1321 Riverview Street
East Liverpool, OH 43920
Lois J. Curran 1,250 (12) *
45605 Clarkson Road
Rogers, OH 44455
Roger D. Sanford 1,250 (13) *
50621 Stagecoach Road
East Liverpool, OH 43920
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<PAGE>
Amount and
Nature of
Name and Address Beneficial
of Beneficial Owner Ownership(1) Percentage of Class
- ------------------------------------------------------------------------------
Gary R. Jones 1,000 (14) *
1590 Hammond Park Drive
Wellsville, OH 43968
All Directors and Executive
Officers as a group 125,041 29.23%
- ---------------------------------------------------------
* Indicates that the percentage of shares beneficially owned does not
exceed 1% of the class.
(1) For the purposes of this table, shares are considered "beneficially"
owned if the person directly or indirectly has the sole or shared power
to vote or direct the voting of the securities or the sole or
shared power to dispose of or direct the disposition of the securities.
A person is also considered to beneficially own shares that such person
has the right to acquire within 60 days.
(2) Includes 2,000 shares owned of record, 2,000 shares owned in the name
of his spouse and 1,000 stock options.
(3) Includes 400 shares owned of record and 2,000 stock options.
(4) Includes 400 shares owned of record and 1,000 stock options.
(5) Includes 400 shares owned of record, 11,600 shares owned in trust and
in the name of his spouse and 1,250 stock options.
(6) Includes 400 shares owned of record, 19,300 shares owned jointly with
his spouse and in the name of his spouse and held in corporate name,
and 1,250 stock options.
(7) Includes 9,128 shares owned of record, 21,749 shares held in Trust, an
IRA custodial account and as Co-Trustee of the Francis H. Lang Trust,
and 4,000 stock options.
(8) Includes 400 shares owned of record, 2,464 shares owned jointly with
his spouse in broker accounts and 500 stock options.
(9) Includes 400 shares owned of record, 31,600 shares held in Trust from
himself and in Trust in the name of his spouse and 1,250 stock options.
(10) Includes 5,600 shares owned of record and 1,250 stock options.
(11) All 200 shares are owned jointly with another person.
(12) All 1,250 shares are by stock option.
(13) All 1,250 shares are by stock option.
(14) All 1,000 shares are by stock option.
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SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, 1st Bank Directors, officers and persons
holding more than ten percent (10%) of 1st Bank's stock are required to
report, within specified monthly and annual due dates, their initial ownership
of Common Stock and all subsequent acquisitions, dispositions or other
transfers of beneficial interests therein, if and to the extent reportable
events occur which require reporting by such due dates. 1st Bank is required
to describe in this Proxy Statement whether, to its knowledge, any person
required to file such a report may have failed to do so in a timely manner.
1st Bank is not aware of any untimely filing.
RATIFICATION OF S.R. SNODGRASS, A.C. [PROPOSAL NO. 2]
The Board of Directors of 1st Bank has appointed S.R. Snodgrass as independent
auditors to examine the financial statements of 1st Bank and its subsidiaries
for the fiscal year ending December 31, 1998, and have directed that such
appointment be submitted for ratification by the Shareholders at the Annual
Meeting.
The affirmative vote of the majority of the shares represented at the Annual
Meeting and entitled to vote is required for ratification. Management
recommends the appointment of S.R. Snodgrass be ratified by Shareholders.
Representatives of S.R. Snodgrass are expected to be present at the Annual
Meeting. S.R. Snodgrass has represented 1st Bank since its formation and has
represented 1st National since its charter was granted in 1987 and has served
the Board of Directors in that capacity for nearly 11 year.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR
OF THIS PROPOSAL UNLESS A CONTRARY VOTE OR ABSTENTION IS SPECIFIED.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since the beginning of the 1st Bank's 1997 fiscal year, 1st Bank has been a
party to the transactions described as follows with certain of its Directors,
officers or Shareholders owning more than 5% of the 1st Bank Common Stock or
business controlled by such persons or any member of the immediate family of
any of such persons:
William E. Blair, Jr., a Director of 1st Bank, has obtained two demand lines
of credit from 1st National in the maximum principal amount of $250,000. The
balance outstanding at February 16, 1998, was $199,641 The rate of interest
on the outstanding balance is the 1st National's "Base Rate" (currently 8.5%)
plus 1%.
Keith R. Clutter, a Director and officer of 1st Bank, has obtained one term
loan and has an overdraft line of credit from 1st National in an original
amount of $48,940, and a member of his immediate family has four term loans in
original amounts of $20,140 which result in an aggregate principal amount of
$69,080. The aggregate balance outstanding at February 16, 1998, was
$50,787. The rates of interest on the outstanding balances are (I) 9.75%,
(ii) 16%, (iii) 9.5%, (iv) 13%, (v) 11% and (vi) 9.5% respectively.
Stephen W. Cooper, a Director of 1st Bank, has obtained and/or co-signed on
three loans in the aggregate principal amount of $137,825 from 1st National.
The aggregate balance outstanding at February 16, 1998, was $130,239. The
rates of interest on the loans are (I) 1st National's "Base Rate" plus 1 1/2%,
(ii) 11% and (iii) 7.5% respectively.
G. Allen Dickey, a Director of 1st Bank, has obtained a line of credit and an
overdraft line of credit in the aggregate principal amount of $125,000 and has
co-signed a note in the original amount of $14,036 from 1st National. The
aggregate balance outstanding on February 16, 1998, was $50,550. The rates of
interest on the loans are 1st National's "Base Rate" plus 1%, 16% and 8.6%
respectively.
Marvin H. Feldman, a Director of 1st Bank, has obtained a line of credit in
the original principal amount of $300,000 and a member of his immediate family
has obtained a loan in the original principal amount of $13,046 from 1st
National. The aggregate balance outstanding at February 16, 1998, was
$245,470. The rates of interest on the loans are National Prime (currently
8.5%) plus 1% and 9% respectively.
Charles B. Lang, a Director and officer of 1st Bank, has co-signed on a line
of credit for a corporation and member of his immediate family has obtained a
term loan in the aggregate original principal amount of $37, 952 from 1st
National. The aggregate balance outstanding on February 16, 1998, was $1,648.
The rates of interest on the loans are National Prime Rate plus 1% and 8.5%
respectively.
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<PAGE>
R. Lynn Leggett, a Director of 1st Bank, has obtained a line of credit in the
original principal amount of $40,000 and two term loans in the original
principal amounts of $20,078 from 1st National. The aggregate balance
outstanding on February 16, 1998, was $27,863. The rates of interest on the
loans are (I) National Prime Rate +2%, (ii) National Prime Rate +1% and (iii)
National Prime Rate + 2% respectively.
OTHER MATTERS TO COME BEFORE THE MEETING [PROPOSAL NO. 3]
No other matters are intended to be brought before the Annual Meeting by 1st
Bank, nor does 1st Bank know of any other matters to be brought before the
Annual Meeting by others. If other matters properly come before the meeting,
the persons named in the Proxy will vote the shares represented therein in
accordance with the judgment of management on any such matters.
SHAREHOLDER PROPOSALS
Shareholders who desire to submit proposals at 1st Bank's 1999 Annual Meeting
of Shareholders must submit such proposals so that they are received by 1st
Bank no later than October 26, 1998, in order to be considered for inclusion
in 1st Bank's 1999 Proxy materials. Such shareholder proposals as well as any
questions relating thereto, should be submitted to Tri-State 1st Bank, Inc.,
16924 St. Clair Avenue, P. O. Box 796, East Liverpool, Ohio 43920, Attn.:
Secretary.
GENERAL
UPON WRITTEN REQUEST TO 1ST BANK BY ANY SHAREHOLDER WHOSE PROXY IS SOLICITED
HEREBY, 1ST BANK WILL FURNISH A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, TOGETHER WITH FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT
CHARGE TO THE SHAREHOLDER REQUESTING THE SAME. REQUESTS SHOULD BE DIRECTED TO
THE ATTENTION OF KEITH R. CLUTTER, SECRETARY, AT P.O. BOX 796, EAST LIVERPOOL,
OHIO 43920.
By Order of the Board of Directors
Keith R. Clutter,
Secretary
<PAGE>
PROXY CARD
Tri-State 1st Bank, Inc.
P.O. Box 796
East Liverpool, Ohio 43920
PLEASE CHECK THE APPROPRIATE SPACES BELOW
The undersigned hereby appoints Hazel C. Schreckengost and Nancy Thompson
Cope, and each of them, each with the power to appoint her substitute, to
represent the undersigned and to vote all of the shares of Common Stock in
Tri-State 1st Bank, Inc. ("1st Bank") held of record by the undersigned at the
close of business on February 16, 1998, at the Annual Meeting of Shareholders
of 1st Bank to be held at Adrians Banquet Hall, 48781 Calcutta Smith Ferry
Road, East Liverpool, Ohio, on Wednesday, March 18, 1998, at 7:00 P.M., and at
any adjournment thereof.
A vote FOR the following proposals is recommended by the Board of Directors:
The shares represented hereby shall be voted as specified. If no
specification is made, such shares shall be voted FOR proposals 1, 2 and 3.
Whether or not you are able to attend the meeting, you are urged to sign and
mail the Proxy in the return envelope provided so that your stock may be
represented at the meeting.
1. ELECTION OF DIRECTORS
Election of the three (3) nominees listed below as members of 1st Bank's
Board of Directors as Class 2 Directors.
Keith R. Clutter FOR AGAINST ABSTAIN
---- ---- ----
G. Allen Dickey FOR AGAINST ABSTAIN
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John P. Scotford FOR AGAINST ABSTAIN
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2. TO RATIFY the selection by the Board of Directors of S. R. Snodgrass,
A.C., as 1st Bank's independent public auditors for the 1998 fiscal year.
FOR AGAINST ABSTAIN
---- ---- ----
3. Transaction of such other business as may properly come before the
meeting or any postponement or adjournments thereof.
FOR AGAINST ABSTAIN
---- ---- ----
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF 1ST BANK
Signature(s):
- ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------
(Please print or type name[s]) (Please print or type name[s])
NOTE: Sign exactly as your name(s) appear on your stock certificate. If
shares of stock are held of record in the names of two or more persons or in
the name of husband and wife, whether as joint tenants or otherwise, both or
all such persons should sign. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or other authorized
officer, and the corporate seal should be affixed thereto. If shares of stock
are held of record by a partnership, the Proxy should be executed in
partnership name by an authorized person. Executors or administrators or
other fiduciaries who execute the Proxy for a deceased shareholder should give
their full title. Please date the Proxy.
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