PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Delphos Citizens Bancorp, Inc.
- --------------------------------------------------------------------------------
- --------------
(Name of Registrant as Specified in Its Charter)
Delphos Citizens Bancorp, Inc.
- --------------------------------------------------------------------------------
- --------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
- --------------
(2) Aggregate number of securities to which transactions applies:
N/A
- --------------------------------------------------------------------------------
- --------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
- --------------------------------------------------------------------------------
- --------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
- --------------
[ ] 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:
N/A
- --------------------------------------------------------------------------------
- --------------
(2) Form, schedule or registration statement no.:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------
(3) Filing party:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------
(4) Date filed:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
114 EAST 3RD STREET
DELPHOS, OHIO 45833
(419) 692-2010
December 27, 1999
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of Delphos Citizens Bancorp, Inc. (the "Company"), the
holding company for Citizens Bank of Delphos (the "Bank"), which will be held on
January 26, 2000, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East 5th
Street, Delphos, Ohio.
The attached Notice of the Annual Meeting and the Proxy Statement
describe the formal business to be transacted at the Annual Meeting. Directors
and officers of the Company, as well as a representative of Crowe, Chizek and
Company LLP, the Company's independent auditors, will be present at the Annual
Meeting to respond to any questions that our stockholders may have regarding the
business to be transacted.
The Board of Directors of the Company has determined that the matters
to be considered at the Annual Meeting are in the best interests of the Company
and its stockholders. FOR THE REASONS SET FORTH IN THE PROXY STATEMENT, THE
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH MATTER TO BE CONSIDERED.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR
COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE
REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE
CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, we thank you for your continued interest and support.
Sincerely yours,
/s/Joseph R. Reinemeyer
Joseph R. Reinemeyer
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
114 EAST 3RD STREET
DELPHOS, OHIO 45833
(419) 692-2010
----------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 26, 2000
----------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the
"Annual Meeting") of Delphos Citizens Bancorp, Inc. (the "Company") will be held
on January 26, 2000, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East
5th Street, Delphos, Ohio.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of one director for a term of three years or
until a successor is elected and qualified;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP as independent auditors of the Company for the
fiscal year ending September 30, 2000; and
3. Such other matters as may properly come before the meeting and
at any adjournments thereof, including whether or not to
adjourn the meeting.
The Board of Directors has established December 13, 1999, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only recordholders
of the common stock of the Company as of the close of business on such record
date will be entitled to vote at the Annual Meeting or any adjournments thereof.
In the event there are insufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of stockholders entitled to vote at the Annual Meeting will
be available at the administrative office of the Company, 114 East 3rd Street,
Delphos, Ohio 45833, for a period of 10 days prior to the Annual Meeting and
will also be available at the Annual Meeting itself.
By Order of the Board of Directors
/s/Gary G. Ricker
Gary G. Ricker
CORPORATE SECRETARY
Delphos, Ohio
December 27, 1999
<PAGE>
DELPHOS CITIZENS BANCORP, INC.
-----------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 2000
-----------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to stockholders of Delphos
Citizens Bancorp, Inc. (the "Company") in connection with the solicitation by
the Board of Directors of the Company ("Board of Directors" or "Board") of
proxies to be used at the annual meeting of stockholders to be held on January
26, 2000, at 2:00 p.m., Eastern Time, at The F.O.E. Lodge, 1600 East 5th Street,
Delphos, Ohio and at any adjournments thereof. The 1999 Annual Report on Form
10-K, which includes consolidated financial statements for the fiscal year ended
September 30, 1999, accompanies this Proxy Statement, which is first being
mailed to recordholders on or about December 27, 1999.
Regardless of the number of shares of common stock owned, it is
important that recordholders of a majority of the shares be represented by proxy
or present in person at the annual meeting. Stockholders are requested to vote
by completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote in
the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED
FOR THE ELECTION OF THE NOMINEE FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND
FOR THE RATIFICATION OF CROWE, CHIZEK AND COMPANY LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2000.
Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no additional matters
that will be presented for consideration at the annual meeting. EXECUTION OF A
PROXY, HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY
TO VOTE THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER
BUSINESS, IF ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY
ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
annual meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the annual meeting.
The cost of solicitation of proxies on behalf of management will be
borne by the Company. Proxies may be solicited personally or by telephone by
directors, officers and other employees of the Company and its subsidiary,
Citizens Bank of Delphos (the "Bank"), without additional compensation therefor.
The Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
1
<PAGE>
VOTING SECURITIES
The securities that may be voted at the annual meeting consist of
shares of common stock of the Company, with each share entitling its owner to
one vote on all matters to be voted on at the annual meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on December 13, 1999 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the annual meeting
and at any adjournments thereof. The total number of shares of common stock
outstanding and entitled to vote on the Record Date was 1,584,783 shares.
As provided in the Company's Certificate of Incorporation,
recordholders of common stock who beneficially own in excess of 10% of the
outstanding shares of common stock (the "limit") are not entitled to any vote in
respect of the shares held in excess of the limit. A person or entity is deemed
to beneficially own shares owned by an affiliate of, as well as, by persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (1) to make all determinations
necessary to implement and apply the limit, including determining whether
persons or entities are acting in concert, and (2) to demand that any person who
is reasonably believed to beneficially own stock in excess of the limit supply
information to the Company to enable the Board of Directors to implement and
apply the limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of common stock entitled to vote (after
subtracting any shares in excess of the limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the annual
meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the annual meeting, the annual meeting may
be adjourned in order to permit the further solicitation of proxies.
As to the election of the director set forth in Proposal 1, the proxy
card being provided by the Board of Directors enables a stockholder to vote
"FOR" the election of the nominee proposed by the Board of Directors, or to
"VOTE WITHHOLD" authority to vote for the nominee being proposed. Under Delaware
law and the Company's Bylaws, directors are elected by a plurality of votes
cast, without regard to either (1) broker non-votes, or (2) proxies as to which
authority to vote for the nominee being proposed is withheld.
As to the approval of Crowe, Chizek and Company, LLP as independent
auditors of the Company set forth in Proposal 2, and all other matters that may
properly come before the annual meeting, by checking the appropriate box, you
may: (1) vote "FOR" the item; (2) vote "AGAINST" the item; or (3) "ABSTAIN" with
respect to the item. Under the Company's Bylaws, unless otherwise required by
law, all such matters shall be determined by a majority of the votes cast,
without regard to either (a) broker non-votes, or (b) proxies marked "ABSTAIN"
as to that matter.
Proxies solicited hereby will be returned to the Company's transfer
agent, Fifth Third Bank, and will be tabulated by inspectors of election
designated by the Board of Directors, who will not be employed by, or be a
director of, the Company or any of its affiliates. After the final adjournment
of the annual meeting, the proxies will be returned to the Company for
safekeeping.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of common stock on the Record Date or as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Securities and Exchange Commission ("SEC"), in accordance with Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Other than those persons listed below, the Company is not aware
of any person, as such term is defined in the Exchange Act, that owns more than
5% of the Company's common stock as of the Record Date.
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND ADDRESS AMOUNT AND PERCENT
OF BENEFICIAL OWNER NATURE OF OF CLASS
BENEFICIAL OWNERSHIP
- ----------------- ------------------------ -------------------------- ------------
<S> <C> <C> <C>
Common Stock Citizens Bank of Delphos 163,097 (1) 10.29%
Employee Stock Ownership Plan
("ESOP")
114 East 3rd Street
Delphos, Ohio 45833
</TABLE>
- ---------------------------------------
(1) Shares of common stock were acquired by the ESOP in the Bank's conversion
from mutual to stock form. The ESOP Committee of the Board of Directors
administers the ESOP. The Board has appointed a corporate trustee for the
ESOP ("ESOP Trustee"). The ESOP Trustee votes all allocated shares held in
the ESOP in accordance with the instructions of the participants. The ESOP
Trustee, subject to its fiduciary obligations under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), will vote the
unallocated shares in a manner calculated to most accurately reflect the
instructions received from participants with respect to the allocated
shares. At December 27, 1999, 32,752 shares have been allocated under the
ESOP and 130,345 shares remain unallocated.
3
<PAGE>
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Mrs. Nancy C. Rumschlag, who is standing for election as director, was
unanimously nominated by the Nominating Committee of the Board of Directors. No
person is being proposed for election pursuant to any agreement or understanding
between any person and the Company.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of five
directors and is divided into three classes. Each of the five members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The nominee proposed for election at this annual meeting is Nancy C.
Rumschlag.
In the event that the nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors. The
Board of Directors has no reason to believe that the nominee will be unable or
unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS
INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND
RETURNED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEE PROPOSED BY THE BOARD OF
DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEE NAMED IN THIS PROXY STATEMENT.
4
<PAGE>
INFORMATION WITH RESPECT TO THE NOMINEE, CONTINUING DIRECTORS AND EXECUTIVE
OFFICER
The following table sets forth, as of the Record Date, the name of the
nominee, the continuing directors and the executive officer who is not also a
director, as well as their ages, a brief description of their recent business
experience, including present occupations and employment, certain directorships
held by each, the year in which each director became a director of the Bank and
the year in which their terms (or in the case of the nominees, proposed terms)
as director of the Company expire. The table also sets forth the amount of
common stock and the percent thereof beneficially owned by each director and all
directors and executive officers as a group as of the Record Date.
<TABLE>
<CAPTION>
SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK PERCENT OF
AT PRESENT AND FOR PAST FIVE YEARS DIRECTOR OF TERM AS BENEFICIALLY CLASS(3)
AGE SINCE(1) DIRECTOR OWNED(2)
- --------------------------------------- ------ ----------- ------------- ------------------- -------------
NOMINEE
<S> <C> <C> <C> <C> <C> <C>
Nancy C. Rumschlag..................... 49 1987 2003 49,777(6)(7)(8) 3.14%
Vice President of the Company
and of the Bank since 1991.
Ms. Rumschlag managed the H&R
Block office in Delphos prior to
joining the Bank.
CONTINUING DIRECTORS
Joseph R. Reinemeyer................... 50 1977 2001 46,240(6)(7)(8) 2.92%
President, Chief Executive Officer
and Chairman of the Board of the
Company and the Bank. Mr.
Reinemeyer served as Executive
Vice President and Managing
Officer of the Bank from 1982 to
1996 and held various positions
with the Bank from 1975 to 1982.
David Roach............................ 49 1997 2001 3,513(4)(5) *
President of Vogel Roach Corp., a
radio broadcast company. Mr.
Roach has worked at Vogel Roach
Corp. since 1972.
P. Douglas Harter...................... 52 1969 2002 31,985(4)(5) 2.02%
Associate of Harter and Son
Funeral Home.
Robert L. Dillhoff..................... 52 1991 2002 20,303(4)(5) 1.28%
District Highway Management
Administrator for the Ohio
Department of Transportation.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION> SHARES OF
NAME AND PRINCIPAL OCCUPATION EXPIRATION COMMON STOCK PERCENT OF
AT PRESENT AND FOR PAST FIVE YEARS DIRECTOR OF TERM AS BENEFICIALLY CLASS(3)
AGE SINCE(1) DIRECTOR OWNED(2)
- --------------------------------------- ------ ----------- ------------- ------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
EXECUTIVE OFFICER
WHO IS NOT ALSO A DIRECTOR
Gary G. Ricker
Secretary and Treasurer of the 45 -- -- 6,610(6)(8) *
Bank since 1987.....................
Stock Ownership of all Directors
and Executive Officers as a Group -- -- -- 158,428(9) 10.0%
(6 persons)............................
</TABLE>
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) As of the Record Date, there were 1,584,783 shares of common stock
outstanding and entitled to vote.
(4) Includes 2,447 unvested shares awarded to each of Messrs. Harter and
Dillhoff pursuant to the Delphos Citizens Bancorp, Inc. 1997 Stock-Based
Incentive Plan (the "Incentive Plan"), which began vesting in five equal
annual installments on May 28, 1998, subject to the attainment of certain
performance criteria adopted by the Board's Compensation Committee.
Includes 1,529 unvested shares awarded to Mr. Roach pursuant to the
Incentive Plan, which commence vesting in four equal annual installments on
May 28, 1999. Each participant presently has voting power as to the shares
awarded.
(5) Includes 4,076 shares subject to options granted to each of Messrs. Harter
and Dillhoff under the Incentive Plan that are currently exercisable.
Excludes 6,117 options granted to each of Messrs. Harter and Dillhoff under
the Incentive Plan that are not currently exercisable. The options granted
to Messrs. Harter and Dillhoff become exercisable on a cumulative basis in
five equal annual installments commencing May 28, 1998. Includes 1,274
shares subject to options granted to Mr. Roach under the Incentive Plan
that are currently exercisable. Excludes 3,823 options granted to Mr. Roach
under the Incentive Plan that are not currently exercisable. The options
granted to Mr. Roach become exercisable on a cumulative basis in four equal
annual installments commencing May 28, 1999.
(6) Includes 8,809, 7,340 and 372 unvested shares awarded to Mr. Reinemeyer,
Ms. Rumschlag and Mr. Ricker, respectively, under the Incentive Plan.
Awards to officers under the Incentive Plan began vesting in five equal
annual installments on May 28, 1998, subject to the attainment of certain
performance criteria adopted by the Board's Compensation Committee. Each
participant presently has voting power as to the shares awarded.
(7) Includes 20,386 and 16,308 shares subject to options granted to Mr.
Reinemeyer and Ms. Rumschlag, respectively, under the Incentive Plan that
are currently exercisable. Excludes 30,582 and 24,466 options granted to
Mr. Reinemeyer and Ms. Rumschlag under the Incentive Plan that are not
currently exercisable. Options become exercisable on a cumulative basis in
five equal annual installments commencing May 28, 1998.
(8) Includes 6,039, 4,359 and 2,153 shares allocated to Mr. Reinemeyer, Ms.
Rumschlag and Mr. Ricker, respectively, under the Bank's ESOP.
(9) Includes a total of 22,944 unvested shares awarded under the Incentive Plan
as to which voting may be directed and 46,120 shares subject to options
awarded under the Incentive Plan that are currently exercisable. Excludes a
total of 71,105 shares subject to options granted under the Incentive Plan
that are not currently exercisable.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the SEC thereunder) and directors, and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
6
<PAGE>
Based solely on a review of copies of such reports of ownership
furnished to the Company, or written representations that no forms were
necessary, the Company believes that during the past fiscal year all filing
requirements applicable to its officers, directors and greater than ten percent
beneficial owners were complied with.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS OF
THE COMPANY
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company meets quarterly and may have additional
meetings as needed. During the fiscal year ended September 30, 1999, the Board
of Directors of the Company held four meetings. All of the directors of the
Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during
fiscal year 1999. The Board of Directors of the Company maintains committees,
the nature and composition of which are described below:
AUDIT COMMITTEE. The Audit Committee of the Company and the Bank
consists of Messrs. Harter, Dillhoff and Roach. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Bank and the results of the annual audit, and is responsible for ensuring that
the Bank's activities are being conducted in accordance with applicable laws and
regulations. The Audit Committee of the Company met one time during fiscal 1999.
The Audit Committee of the Bank met one time in fiscal 1999.
NOMINATING COMMITTEE. The Company's Nominating Committee for the 2000
Annual Meeting consists of Messrs. Harter, Dillhoff and Roach. The committee
considers and recommends the nominee for director to stand for election at the
Company's annual meeting of shareholders. The Company's Certificate of
Incorporation and Bylaws provide for stockholder nominations of directors. These
provisions require such nominations to be made pursuant to timely notice in
writing to the Secretary of the Company. The stockholder's notice of nomination
must contain all information relating to the nominee which is required to be
disclosed by the Company's Bylaws and by the Exchange Act. The Nominating
Committee met on November 22, 1999.
COMPENSATION COMMITTEE. The Compensation Committee of the Company
consists of Messrs. Harter, Dillhoff and Roach. The committee meets to establish
compensation and benefits for the executive officers and to review the incentive
compensation programs when necessary. The committee is also responsible for all
matters regarding compensation and benefits, hiring, termination and affirmative
action issues for other officers and employees of the Company and the Bank. The
Compensation Committee met one time in 1999.
DIRECTORS' COMPENSATION
DIRECTORS' FEES. Each outside director of the Bank is paid an annual
retainer of $5,000 and receives a fee of $400 for each regular monthly meeting
attended, and each outside director of the Company is paid an annual retainer of
$2,000 and receives a fee of $250 for each regular quarterly meeting attended.
Also, each outside director receives a fee of $400 for each special Board
meeting attended. Outside director members of the Bank's Loan Committee receive
a fee of $100 for each regular meeting attended. From time to time, members of
the Board will perform inspections of real property for which the Board member
receives a fee that ranges from $20 to $30, depending upon the location of the
inspected property.
7
<PAGE>
INCENTIVE PLAN. Under the Incentive Plan maintained by the Company,
Messrs. Dillhoff and Harter received non-statutory stock options to purchase
10,193 shares of common stock at an exercise price of $14.00, the fair market
value of the common stock on May 28, 1997, the date the options were granted,
and stock awards for 4,077 shares of common stock. Mr. Reinemeyer and Mrs.
Rumschlag received non-statutory stock options to purchase 50,968 and 40,774
shares of common stock, respectively, at an exercise price of $14.00, the fair
market value of the common stock on May 28, 1997, the date the options were
granted, and stock awards for 14,679 and 12,232 shares of common stock,
respectively. The stock awards and stock options initially granted to Messrs.
Dillhoff, Harter and Reinemeyer and Mrs. Rumschlag under the Incentive Plan
began vesting over a five-year period at a rate of 20% each year on May 28,
1998, the first anniversary of the date of grant. On May 28, 1998, Mr. Roach
received non-statutory stock options to purchase 5,097 shares of common stock at
an exercise price of $20.75, the fair market value of the common stock on May
28, 1998, and stock awards for 2,039 shares of common stock. The stock awards
and stock options granted to Mr. Roach begin vesting at a rate of 25% each year
on May 28, 1999, the first anniversary of the date of grant. The annual vesting
of all stock awards granted to date under the Incentive Plan is subject to the
attainment of performance criteria established by the Compensation Committee.
All unexercised options granted under the Incentive Plan expire 10 years
following the date of grant. All stock awards and stock options granted under
the Incentive Plan will immediately vest upon death, disability or a change in
control of the Bank or the Company.
EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE
GRAPH SHALL NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE EXCHANGE ACT,
EXCEPT AS TO THE EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS
INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH
ACTS.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and certain other
executive officers of the Company or the Bank. In fulfillment of this
requirement, the Compensation Committee of the Board of Directors of the
Company, at the direction of the Board of Directors, has prepared the following
report for inclusion in this Proxy Statement.
The Compensation Committee's goal in setting executives' compensation
is to attract, retain, motivate and reward highly qualified executive officers
to achieve the Company's business objectives. This executive compensation
program is integrated with the Company's annual and long-term business plans in
order to provide a strategic link between corporate performance and attainment
of corporate goals and executive compensation. The components of the corporate
compensation program are base salary, performance incentives (bonus), and the
Employee Stock Ownership Program.
The President and Chief Executive Officer has employment agreements
with the Company and the Bank, which specify a minimum base salary and require
periodic review of such salary.
BASE SALARIES. In determining salary levels of the executive officers,
the Compensation Committee considers the entire compensation package, including
stock plans. Rather than establishing specific performance goals, salary levels
are intended to reflect the overall financial performance of the Company and the
performance of each executive officer over time, which evaluation is subjective.
The
8
<PAGE>
Compensation Committee reviews various published surveys of compensation paid to
executives performing similar duties for financial institutions and their
holding companies, with focus placed on financial institutions in the Company's
market area. While salary levels are not targeted to correspond to any high,
median or low end of the companies surveyed, these surveys serve as a guide for
the Compensation Committee in determining salary levels. In December of each
year, the Compensation Committee will determine the level of salary adjustment,
if any, to take effect on February 1 of the following year for all officers of
the Bank.
PERFORMANCE BONUSES. Bonuses, if any, are based on a combination of a
percentage of salary and dollar amounts and, at the discretion of the
Compensation Committee, may vary. A year end performance bonus may be granted to
all employees, including executive officers.
STOCK PROGRAMS. The Board of Directors of Delphos Citizens Bancorp,
Inc., the Compensation Committee and management believe that significant
employee stock ownership is a major incentive in maximizing Company
profitability and aligning the interests of employees and stockholders.
Therefore, in connection with the initial public stock offering of the Company
on November 20, 1996 (the "Conversion"), the employee stock ownership plan
("ESOP") was established. Allocations to the ESOP are currently based on each
employee's percentage of the total payroll. In addition, the Incentive Plan was
established effective May 28, 1997.
FISCAL 1999 COMPENSATION. In determining the salary level for the
President and Chief Executive Officer, Joseph R. Reinemeyer, for fiscal 1999,
the Compensation Committee reviewed indicators of the Company's financial
strength, efficiency and profitability. The Compensation Committee exercises its
judgment and discretion, rather than attempting to set absolute targets for any
of the ratios reviewed in connection with the above indicators, in determining
salaries.
The President and Chief Executive Officer's salary for fiscal 1999 was
$74,250 and he was paid a bonus of $5,892, which is equivalent to 7.94% of his
base salary. In addition, the President and Chief Executive Officer participates
in the ESOP, the Bank's 401(k) Plan and the Incentive Plan.
COMPENSATION COMMITTEE
P. DOUGLAS HARTER
ROBERT L. DILLHOFF
DAVID ROACH
9
<PAGE>
STOCK PERFORMANCE GRAPH. The following graph shows a comparison of
cumulative total stockholder return on the Company's common stock based on the
market price of the common stock with the cumulative total return of the Nasdaq
Banks Stock Index for the period beginning on November 20, 1996, the day the
Company's common stock began trading, through September 30, 1999.
COMPARISON OF TOTAL RETURNS OF DELPHOS CITIZENS BANCORP, INC.
NASDAQ MARKET INDEX AND NASDAQ BANK STOCKS
- --------------------------------------------------------------------------------
[CHART APPEARS HERE]
- --------------------------------------------------------------------------------
Summary
<TABLE>
<CAPTION>
11/21/96 3/31/97 9/30/97 3/31/98 9/30/98 3/31/99 9/30/99
-------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Delphos Citizens Bancorp, Inc. 100.0 109.3 142.3 165.4 137.9 134.1 145.5
Nasdaq Market Index 100.0 97.3 134.7 147.6 137.0 198.8 222.4
Nasdaq Bank Stocks Index 100.0 111.0 152.4 182.8 151.2 164.9 161.0
</TABLE>
Notes:
A. The lines represent semi-annual index levels derived from compounded
daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 11/21/96
10
<PAGE>
SUMMARY COMPENSATION TABLE. The following table shows, for the fiscal
years ended September 30, 1999, 1998 and 1997, the cash compensation paid by the
Company and the Bank, as well as certain other compensation paid or accrued for
those years, to the President and Chief Executive Officer. No executive officer
received compensation in excess of $100,000 during the year ended September 30,
1999.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION(1) AWARDS PAYOUTS
---------------------- ------ -------
OTHER RESTRICTED SECURITIES ALL
NAME AND ANNUAL STOCK UNDERLYING LTIP OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(2) ($)(3) (#)(4) ($)(5) ($)
- -------- ---- ------ ----- ------------ ------- ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph R. Reinemeyer, 1999 $74,250 $6,975 $-- $ -- $ -- $-- $31,017(6)
Chairman, President and 1998 72,730 5,892 -- -- -- -- 24,318
Chief Executive Officer 1997 70,000 8,439 -- 205,506 50,968 -- 13,086
of the Company and the
Bank
</TABLE>
(1) Under Annual Compensation, the column titled "Salary" includes meeting,
valuation and inspection fees received as a Director of the Bank and the
Company.
(2) "Other Annual Compensation" includes remuneration for unused "sick leave."
For 1999, 1998 and 1997, there were no (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the year; (b)
payments of above-market preferential earnings on deferred compensation;
(c) payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Includes stock award of 14,679 shares granted to Mr. Reinemeyer pursuant to
the Incentive Plan during fiscal year 1997. The dollar amount set forth in
the table represents the market value of the shares awarded on the date of
grant. The awards will vest in five equal annual installments commencing on
May 28, 1998, the first anniversary of the effective date of the award.
When shares become vested and are distributed, the recipient will also
receive an amount equal to accumulated cash and stock dividends (if any)
with respect thereto, plus earnings thereon. All awards vest immediately
upon termination of employment due to death, disability or a change in
control of the Bank or the Company. As of September 30, 1999, the market
value of the unvested awards granted to Mr. Reinemeyer was $149,736.
(4) Includes stock options granted to Mr. Reinemeyer pursuant to the Incentive
Plan during fiscal year 1999. See footnote 7 to the table under
"Information with Respect to the Nominee, Continuing Directors and
Executive Officer" and "Directors' Compensation - Incentive Plan" for a
discussion of the options granted to Mr. Reinemeyer under the Incentive
Plan.
(5) For 1999, 1998 and 1997, there were no payouts or awards under any
long-term incentive plan.
(6) Includes $2,261 and $28,160 contributed by the Bank during fiscal year 1999
pursuant to the Bank's 401(k) Plan and ESOP, respectively. Includes $596
received for unused sick leave.
EMPLOYMENT AGREEMENTS
Mr. Reinemeyer (the "Executive") has entered into an employment
agreement with the Bank (the "Bank Employment Agreement") and with the Company
(the "Company Employment Agreement"). The employment agreements are intended to
ensure that the management base of the Bank and the Company remains stable. The
continued success of the Bank and the Company depends to a significant degree on
the skills and competence of the Executive.
The Bank Employment Agreement provides for a three-year term that the
Board of Directors may extend annually so that the remaining term shall be three
years. The Company Employment Agreement also provides for a three-year term but
extends automatically on a daily basis, unless written notice of non-renewal is
given to the other party by the Board of Directors of the Company or the
Executive. The employment agreements set forth the Executive's annual base
salary and provide that the Executive's base salary will be reviewed at least
annually. The base salary currently in effect for the Executive is $74,250. In
addition to the base salary, the employment agreements provide for, among other
things, participation in various incentive, employee and fringe benefit
arrangements. The employment agreements provide for termination of the
Executive's employment by the Bank or the Company for cause (as described in the
agreements) at any time. In the event the Bank or the Company
11
<PAGE>
terminates the Executive's employment for reasons other than for cause or, in
the event of the Executive's resignation from the Bank or the Company, as the
case may be, upon:
(1) the failure to re-elect or re-appoint the Executive to his current office;
(2) a material change in the Executive's functions, duties or responsibilities;
(3) a relocation of the Executive's principal place of employment by more than
25 miles; (4) a material reduction in the benefits currently provided to the
Executive; (5) the liquidation or dissolution of the Bank or the Company; or (6)
a breach of the employment agreement by the Bank or the Company (collectively
referred to as an "event of termination"), the Executive or, in the event of the
Executive's death, the Executive's beneficiary, would be entitled to receive an
amount generally equal to the amount he would have earned if he had been
employed during remaining term of the employment agreements. In addition, the
Executive would receive a payment attributable to the contributions that would
have been made on the Executive's behalf to any employee benefit plans of the
Bank or the Company during the remaining term of the employment agreements. The
Bank and the Company would also continue or pay for the continuance of the
Executive's life, health and disability coverage for the remaining term of the
employment agreement. Upon the occurrence of an event of termination, the
Executive is subject to a covenant not to compete with the Company or the Bank
for one year.
Under the employment agreements, if involuntary termination or, in
certain circumstances similar to some of those giving rise to an event of
termination, voluntary termination of the Executive's employment follows a
change in control of the Bank or the Company, the Executive or, in the event of
the Executive's death, the Executive's beneficiary, would receive an amount
generally equal to the greater of: (1) the payments due for the remaining term
of the agreement or (2) three times the Executive's average annual compensation
for the five preceding taxable years. The Bank and the Company would also
continue or pay for the continuance of the Executive's life, health, and
disability coverage for thirty-six months. The Company Employment Agreement also
provides that the Company will reimburse the Executive for excise taxes imposed
on any "excess parachute payments," as defined under section 280G of the Code,
made under the agreement or otherwise, and any additional taxes imposed as a
result of such reimbursement in order to put the Executive in the same economic
position in which he would have been had no excise tax been imposed in
connection with the payments covered by Section 280G. Notwithstanding that both
of the employment agreements provide for a severance payment in the event of a
change in control, the Executive may not receive duplicative payments under the
agreements. In the event of a change in control, based solely upon three times
1999 base salary and cash bonus as reported in the Summary Compensation Table,
Mr. Reinemeyer would receive approximately $243,675 in severance payments, in
addition to other cash and noncash benefits.
Payments to the Executive under the Bank Employment Agreement are
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank. Payments under the Company Employment Agreements would be made by the
Company. All reasonable costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to the employment
agreements will be paid by the Company or the Bank, if the Executive is
successful on the merits pursuant to a legal judgment, arbitration or
settlement. The employment agreements also provide that the Bank and Company
shall indemnify the Executive to the fullest extent allowable under applicable
law.
ESOP RESTORATION PLAN
The Bank sponsors the Citizens Bank of Delphos ESOP Restoration Plan
(the "Plan"), a non-qualified deferred compensation plan that benefits certain
individuals designated by the Board of Directors. The Plan provides eligible
individuals with benefits that the Bank would have provided to the
12
<PAGE>
individual under the tax-qualified employee stock ownership plan (the "ESOP"),
but that it could not provide under such plan as a result of certain limitations
imposed by the Code. Currently, only Mr. Reinemeyer participates in the Plan.
In addition to providing for benefits lost under the ESOP as a result
of the annual limitations imposed by the Code, the Plan also provides benefits
to designated individuals who retire or whose expected benefit is reduced under
the ESOP as a result of a change in control before the complete scheduled
repayment of the ESOP loan. Generally, upon such an event, the Plan provides the
individual with a benefit equal to what the individual would have received under
the ESOP had he remained employed throughout the scheduled term of the ESOP loan
less the benefits actually provided on his behalf under the ESOP. Benefits under
the Plan generally become payable at the same time and in the same form as
benefits under the ESOP.
INCENTIVE PLAN. The Company maintains the Incentive Plan, which
provides discretionary awards of options to purchase common stock,
option-related awards and awards of common stock (collectively, "Awards") to
officers, directors and key employees as determined by a committee of the Board
of Directors. Awards of common stock to the Chief Executive Officer is provided
under "Restricted Stock Awards" in the "Summary Compensation Table." There were
no grants of options under the Incentive Plan to the President and Chief
Executive Officer during fiscal 1999.
The following table provides certain information with respect to the
number of shares of common stock represented by outstanding options held by the
Chief Executive Officer as of September 30, 1999. Also reported are the values
for "in-the-money" options which represent the positive spread between the
exercise price of any such existing stock options and the year end price of the
common stock.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION/SAR VALUE
NAME NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FISCAL YEAR-END(#)(1) FISCAL YEAR-END($)(2)(3)
------------------------------ ------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------- --------------- ------------- ----------------
<S> <C> <C> <C> <C>
Joseph R. Reinemeyer 20,386 30,582 $61,164 $91,740
</TABLE>
(1) The options in this table have an exercise price of $14.00.
(2) The price of the common stock on September 30, 1999 was $17.00.
(3) Based on the market value of the underlying common stock at
fiscal year end, minus the exercise price.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank currently makes loans to employees, executive officers and
directors on the same terms and conditions offered to the general public. The
Bank's policy provides that all loans made by the Bank to its executive officers
and directors be made in the ordinary course of business, on substantially the
same terms, including collateral, as those prevailing at the time for comparable
transactions with other persons and may not involve more than the normal risk of
collectibility or present other
13
<PAGE>
unfavorable features. Any loan made to an executive officer or director must be
approved by the Board of Directors prior to its being committed. As of September
30, 1999, all loans outstanding to a director or executive officer of the Bank
were made by the Bank in the ordinary course of business, with no favorable
terms and such loans do not involve more than the normal risk of collectibility
or present other unfavorable features.
The Company intends that all transactions between the Company and its
executive officers, directors, holders of 10% or more of the shares of any class
of its common stock and affiliates thereof, will contain terms no less favorable
to the Company than could have been obtained by it in arm's-length negotiations
with unaffiliated persons and are required to be approved by a majority of
independent outside directors of the Company not having any interest in the
transaction.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended September
30, 1999 were Crowe, Chizek and Company LLP. The Company's Board of Directors
has reappointed Crowe, Chizek and Company LLP to continue as independent
auditors for the Bank and the Company for the fiscal year ending September 30,
2000, subject to ratification of such appointment by the Company's stockholders.
Representatives of Crowe, Chizek and Company LLP will be present at the
annual meeting. They will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions from
stockholders present at the annual meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED
PROXY CARD WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK
AND COMPANY LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE INDEPENDENT AUDITORS OF
THE COMPANY.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2001 Annual Meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than September
2, 2000. Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the
Rules and Regulations under the Exchange Act.
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business that will be presented for
consideration at the annual meeting other than as stated in the Notice of annual
meeting of Stockholders. If, however, other matters are properly brought before
the annual meeting, it is the intention of the persons named in the
14
<PAGE>
accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.
Whether or not you intend to be present at the annual meeting, you are
urged to return your proxy card promptly. If you are then present at the annual
meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the annual meeting. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the annual meeting.
By Order of the Board of Directors
/s/Gary G. Ricker
Gary G. Ricker
CORPORATE SECRETARY
Delphos, Ohio
December 27, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
**************************************************************************
APPENDIX
DELPHOS CITIZENS BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 2000
2:00 P.M. EASTERN TIME
-------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the Board
of Directors of Delphos Citizens Bancorp, Inc. (the "Company"), each with full
power of substitution, to act as proxies for the undersigned, and to vote all
shares of common stock of the Company which the undersigned is entitled to vote
only at the Annual Meeting of Stockholders, to be held on January 26, 2000 at
2:00 p.m. Eastern Time, at the F.O.E. Lodge, 1600 East 5th Street, Delphos,
Ohio, and at any and all adjournments thereof, as follows:
1. The election as director of the nominee listed (except as marked to the
contrary below).
Nancy C. Rumschlag
FOR VOTE WITHHELD
|_| |_|
2. The ratification of the appointment of Crowe Chizek and Company, LLP
as independent auditors of Delphos Citizens Bancorp, Inc. for the
fiscal year ending September 30, 2000.
FOR AGAINST ABSTAIN
|_| |_| |_|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE LISTED PROPOSALS.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS LISTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT TO
ADJOURN THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders and of a
Proxy Statement dated December 27, 1999 and of the Annual Report to
Stockholders.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
Dated:___________________________
--------------------------------
SIGNATURE OF STOCKHOLDER
--------------------------------
SIGNATURE OF STOCKHOLDER
-----------------------------
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
