SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
PEOPLES-SIDNEY FINANCIAL CORPORATION
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(Name of Registrant as Specified in Its Charter)
<PAGE>
[PEOPLES-SIDNEY FINANCIAL CORPORATION'S LOGO]
September 8, 1998
To Our Fellow Stockholders:
On behalf of the Board of Directors and management of Peoples-Sidney
Financial Corporation, I cordially invite you to attend the Annual Meeting of
Stockholders of the Company (the "Meeting"). The Meeting will be held at 11:00
a.m. (Sidney, Ohio time) on October 9, 1998 at the Sidney Holiday Inn, located
at State Route 47 and I-75, Sidney, Ohio.
At the Meeting, stockholders will be asked to vote on the election of
two directors and the ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year ending June 30,
1999. In addition to the stockholder vote, at the Meeting we will report to you
on the Company's 1998 financial and operating performance.
I encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Sincerely,
Douglas Stewart
President and Chief Executive Officer
<PAGE>
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 9, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Peoples-Sidney Financial Corporation ("Peoples-Sidney" or the
"Company"), will be held at the Sidney Holiday Inn, located at State Route 47
and I-75, Sidney, Ohio on October 9, 1998 at 11:00 a.m., Sidney, Ohio time. A
Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of:
1. The election of two directors of the Company;
2. The ratification of the appointment of Crowe, Chizek & Company
LLP as the Company's independent auditors for the fiscal year
ending June 30, 1999; and
such other business as may properly come before the Meeting or any adjournment
or postponement thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
August 25, 1998 are the stockholders entitled to vote at the Meeting, and any
adjournments or postponements thereof.
You are requested to complete and sign the enclosed proxy card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Gary N. Fullenkamp
Corporate Secretary
Sidney, Ohio
September 8, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
PEOPLES-SIDNEY FINANCIAL CORPORATION
101 East Court Street
Sidney, Ohio 45365
(937) 492-6129
ANNUAL MEETING OF STOCKHOLDERS
October 9, 1998
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of Peoples-Sidney Financial Corporation
("Peoples-Sidney" or the "Company") of proxies to be used at the Annual Meeting
of Stockholders of the Company (the "Meeting") to be held at the Sidney Holiday
Inn, located at State Route 47 and I-75, Sidney, Ohio on October 9, 1998 at
11:00 a.m., Sidney, Ohio time, and all adjournments and postponements of the
Meeting. The accompanying Notice of Meeting and form of proxy and this Proxy
Statement are first being mailed to stockholders on or about September 8, 1998.
Certain of the information provided herein relates to Peoples Federal Savings
and Loan Association of Sidney ("Peoples Federal" or the "Association"), a
wholly owned subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and a proposal to
ratify the appointment of Crowe, Chizek & Company LLP as the Company's
independent auditors for the fiscal year ending June 30, 1999.
Vote Required and Proxy Information
All shares of the Company's common stock, par value $.01 per share
("Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting and not revoked will be voted at the Meeting
in accordance with the instructions thereon. If no instructions are indicated,
properly executed proxies will be voted for the nominees named in this Proxy
Statement and for the ratification of the appointment of Crowe, Chizek & Company
LLP. The Company does not know of any matters, other than those described in the
Notice of the Meeting, that are to come before the Meeting. If any other matters
are properly presented at the Meeting for action, the persons named in the
enclosed form of proxy and acting thereunder will have the discretion to vote on
such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes cast at the
Meeting. In all matters other than the election of directors, the affirmative
vote of a majority of the votes cast on the matter at the Meeting shall be the
act of the stockholders. Proxies marked to abstain with respect to a proposal
will have the same effect as votes against the proposal. Broker non-votes and
votes withheld (for the election of directors) will have no effect on the vote.
The holders of at least one-third of the shares of the Common Stock entitled to
vote at the Meeting, present in person or represented by proxy, shall constitute
a quorum for purposes of the Meeting. Abstentions and broker non-votes are
counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Gary N.
Fullenkamp, Secretary, Peoples-Sidney Financial Corporation, 101 East Court
Street, Sidney, Ohio 45365.
<PAGE>
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on August 25, 1998
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 1,775,375 shares of Common Stock issued and
outstanding.
The following table sets forth information, as of August 25, 1998,
regarding the shares of Common Stock beneficially owned by (i) those persons or
entities known by management to beneficially own more than five percent of the
outstanding shares of the Common Stock and (ii) all directors and executive
officers of the Company and the Association as a group. For information
regarding the beneficial ownership of Common Stock by directors of the Company,
see "Proposal I - Election of Directors."
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Name and Address of Beneficial Owner Owned Class
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<S> <C> <C>
People-Sidney Financial Corporation
Employee Stock Ownership Plan
101 East Court Street
Sidney, Ohio 45365.............................................................. 170,392(1) 9.6%
All directors and executive officers of the Company and the 185,825(2) 10.5
Association as a group (9 persons).............................................
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</TABLE>
(1) The amount listed represents shares of Common Stock held by the Company's
Employee Stock Ownership Plan (the "ESOP"). As of August 25, 1998, 25,593
shares of Common Stock held by the ESOP had been allocated to accounts of
participants. First Bankers Trust Company, as the trustee of the ESOP, may
be deemed to beneficially own the shares held by the ESOP which have not
been allocated to the accounts of participants or which have been allocated
but may not be voted by the participants. Pursuant to the terms of the
ESOP, participants in the ESOP have the right to direct the voting of
shares allocated to participant accounts. Unallocated shares held by the
ESOP are voted by the plan trustee in the manner that the plan trustee is
directed to vote by the majority of the plan participants who directed the
plan trustee as to the manner of voting the shares allocated to their plan
accounts. In the event an ESOP participant fails to give timely voting
instructions to the plan trustee with respect to the voting of the shares
allocated to the participant's account, the plan trustee shall be entitled
to vote such shares in its discretion.
(2) This amount includes shares held directly, as well as shares held jointly
with family members, shares held in retirement accounts, held in a
fiduciary capacity, held by certain of the group members' families, or held
by trusts of which the group member is a trustee or substantial
beneficiary, with respect to which shares the group member may be deemed to
have sole or shared voting and/or investment powers.
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors consists of six members divided into
three classes, with two members in each class. Each year approximately one-third
of the directors are elected to serve for three-year terms or until their
respective successors are elected and qualified.
The following table sets forth certain information, as of August 25,
1998, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why a nominee might be unable to serve if elected.
2
<PAGE>
Except as disclosed herein, there are no arrangements or understandings between
any nominee and any other person pursuant to which the nominee was selected.
<TABLE>
<CAPTION>
Shares of
Common
Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age(1) in Peoples-Sidney Since(2) Expire Owned(3) Class
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NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Douglas Stewart 49 President, Chief Executive 1979 2001 25,795 1.5%
Officer and Director
James W. Kerber 56 Director 1990 2001 30,000 1.7
DIRECTORS CONTINUING IN OFFICE
Richard T. Martin 58 Chairman of the Board 1987 1999 28,308 1.6
Robert W. Bertsch 73 Director 1982 1999 20,000 1.1
Harry N. Faulkner 57 Director 1979 2000 9,097 0.5
John W. Sargeant 68 Director 1987 2000 12,000 0.7
</TABLE>
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(1) At June 30, 1998.
(2) Includes service as a director of the Association.
(3) Amounts include shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by certain
members of the director's family, held by certain related entities or held
by trusts of which the director is a trustee or substantial beneficiary,
with respect to which shares the respective director may be deemed to have
sole or shared voting and/or investment powers. With respect to Mr.
Stewart, amount also includes 5,795 shares which have been allocated to his
ESOP account.
The business experience of each director is set forth below. All
directors have held their present positions for at least the past five years,
except as otherwise indicated.
Douglas Stewart. Mr. Stewart is President and Chief Executive Officer
of the Company and the Association, a position he has held with the Company
since its incorporation in 1997 and with the Association since 1982. Mr. Stewart
joined the Association in 1971 as a teller.
James W. Kerber. Mr. Kerber is the owner of James W. Kerber CPA, a
public accounting firm. He has been in private practice since 1968.
Richard T. Martin. Mr. Martin was appointed as Chairman of the Board in
November 1996. Mr. Martin is a certified public accountant and maintains a
private practice of accounting and tax counseling. He also owns and operates a
family farm.
Robert W. Bertsch. Mr. Bertsch retired as Senior Vice President and
Treasurer of Peoples Federal in 1990 after 34 years of service.
3
<PAGE>
Harry N. Faulkner. Mr. Faulkner is a partner in the law firm of
Faulkner, Garmhausen, Keister & Shenk LPA. Such firm has acted as counsel to the
Association since 1979.
John W. Sargeant. Mr. Sargeant is part owner of Sidney Tool and Die
Co., and BenSar Development, a warehouse provider.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company's Board. The Company's Board of
Directors generally meets on a monthly basis, and met 24 times during fiscal
1998. During fiscal 1998, no director of the Company attended fewer than 75% of
the aggregate of the total number of Board meetings and the total number of
meetings held by the committees of the Board of Directors on which he served.
Meetings and Committees of the Association's Board. The Association's
Board of Directors generally meets bi-monthly and met 24 times during the fiscal
year ended June 30, 1998. During fiscal 1998, no director of the Association
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served.
The Association's Board has standing Executive, Audit, Governance,
Investment and Personnel and Benefits Committees, and the Company's Board has a
standing Nominating Committee. These committees are described below.
The Executive Committee is responsible for the review and approval of
mortgage loans, consumer loans and any business arising between regularly
scheduled board meetings. The committee is composed of directors Kerber, Martin,
Sargeant, Hoellrich and Stewart, and officers David R. Fogt, Gary N. Fullenkamp
and Steven R. Goins. During the fiscal year ended June 30, 1998, 25 meetings of
the Executive Committee were held.
The Audit Committee is comprised of directors Martin (Chairman), Kerber
and Sargeant. The Audit Committee contracts for the annual audit of the
Association and meets with the Company's independent auditors to discuss
findings. This committee met two times during fiscal 1998.
The Governance Committee's role is to provide evaluation of the
directors and the Chief Executive Officer of the Association. The committee also
maintains continuing education of directors and the Chief Executive Officer. The
committee is comprised of directors Bertsch, Faulkner and Kerber. The committee
met 12 times during fiscal 1998.
The Investment Committee is responsible for reviewing and approving
investments of the Association and setting investment strategies. The committee
is composed of directors Bertsch, Faulkner and Stewart, and officers Fogt and
Geuy. The committee met seven times during fiscal 1998.
The Personnel and Benefits Committee meets to review salaries and
benefit plans, and analyzes and determines discretionary bonuses. This committee
is comprised of directors Faulkner (Chairman), Kerber and Martin. This committee
met six times during fiscal 1998.
The Nominating Committee of the Company's Board of Directors is
responsible for making nominations for election to the Board of Directors and is
composed of those non-employee directors whose terms are not expiring. While the
committee will consider nominees recommended by stockholders, the committee has
not actively solicited nominations from stockholders or established any
procedures for this purpose. This committee held one meeting during fiscal 1998.
<PAGE>
Director Compensation
Fees. Each non-employee director of the Association is paid an annual
retainer of $12,000, and also receives a fee of $200 for each meeting of the
Association's Board of Directors attended. In addition to fees paid for service
on the Association's Board, the Company pays each of its directors (including
Mr. Stewart) a fee of $500 per month. No fees are paid for service on board
committees.
4
<PAGE>
Stock Options. Upon approval of the Peoples-Sidney Financial
Corporation 1998 Stock Option and Incentive Plan (the "Stock Option Plan") at
the Company's special meeting of stockholders held on May 22, 1998 (the "Special
Meeting"), each non-employee director of the Company was granted an option to
purchase 8,926 shares of Common Stock, and Mr. Stewart was granted an option to
purchase 44,634 shares of Common Stock. Each option has an exercise price of
$20.00 per share (the market value per share of the Common Stock on the date of
grant) is scheduled to vest in 20% annual increments commencing May 22, 1999,
and will expire on May 22, 2008.
Restricted Stock. Upon approval of the Peoples-Sidney Financial
Corporation 1998 Management Recognition Plan at the Special Meeting, each
non-employee director of the Company was awarded 3,570 shares of restricted
stock and Mr. Stewart was awarded 17,854 shares of restricted stock. Each award
of restricted stock is scheduled to vest in 20% annual increments commencing May
22, 1999, except that no restricted shares awarded to a non-employee director
will vest in any fiscal year in which the Association fails to meet its capital
requirements. Prior to vesting, shares awarded as restricted stock will be voted
by an independent trustee and not by the holder of such shares.
Executive Compensation
The following table sets forth information concerning the compensation
paid to the Company's and the Association's Chief Executive Officer. No other
executive officer of the Company or the Association earned a salary and bonus
for fiscal 1998 in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
---------------------------------- -----------------------------------
Awards Payouts
------------------------ --------
Name and Fiscal Year Restricted Options All Other
Principal Ended Other Annual Stock SARs LTIP Compen-
Position June 30 Salary Bonus Compensation Award(s) (#) Payouts sation
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Douglas Stewart 1998 $120,000 $51,833 $--- $357,080(1) 44,634(2) --- $81,076(3)
President and Chief 1997 105,848 45,225 --- --- --- --- 31,640
Executive Officer 1996 70,000 35,000 --- --- --- --- 11,500
</TABLE>
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(1) Based on the $20.00 closing price per share of the Common Stock on the
Nasdaq Stock Market on May 22, 1998, the date of grant. The shares of
restricted stock are scheduled to vest in five equal annual installments
(beginning May 22, 1999), subject to certain conditions. Dividends are paid
on the restricted shares to the extent and on the same date as dividends
are paid on all other outstanding shares of the Common Stock. Based on the
$17.875 closing price per share of the Common Stock on the Nasdaq Stock
Market on June 30, 1998, the 17,854 restricted shares held by Mr. Stewart
had an aggregate market value of $319,141 as of June 30, 1998.
(2) For information regarding this award, see the table captioned "Option
Grants in Last Fiscal Year" below.
(3) Includes allocations to Mr. Stewart's account under the ESOP valued at
$68,497 as of June 30, 1998; the Association's contributions to Mr.
Stewart's account under the Association's 401(k) plan of $3,532; term life
insurance premiums of $3,047; and fees for service on the Association's
Board of Directors of $6,000.
5
<PAGE>
The following table sets forth certain information concerning grants of
stock options pursuant to the Stock Option Plan to Mr. Stewart during fiscal
1998. No stock appreciation rights were granted in fiscal 1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-------------------------------------------------------
Number of % of Total
Shares Options
Underlying Granted to Per Share
Options Employees in Exercise Expiration
Granted Fiscal Year Price Date
------- ----------- ----- ----
<S> <C> <C> <C> <C>
Douglas Stewart 44,634(1) 31.25% $20.00 05/22/08
</TABLE>
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(4) The option is scheduled to vest annually in 20% increments beginning May
22, 1999.
The following table provides additional information as to stock options
held by Mr. Stewart.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)
Shares
Acquired Value ---------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($) (#) (#) ($) ($)(1)
<S> <C> <C> <C> <C> <C> <C>
Douglas Stewart --- $ --- --- 44,634 $ --- $ ---
</TABLE>
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(1) The option was not in-the-money as of June 30, 1998, as the exercise price
per share of the option ($20.00) exceeded the market value per share of the
Common Stock ($17.875).
Employment Agreements and Severance Agreements
The Association has entered into employment agreements with Douglas
Stewart, President and Chief Executive Officer; David R. Fogt, Vice President of
Operations and Financial Services; Gary N. Fullenkamp, Vice President of
Mortgage Loans and Corporate Secretary; and Debra A. Geuy, Chief Financial
Officer and Treasurer. The employment agreements are designed to assist the
Association in maintaining a stable and competent management team. The
employment agreements provide for an annual base salary in an amount not less
than each employee's current salary. Mr. Stewart's agreement is for a term of
three years and each of the other officers' agreements is for a term of one
year. Each employment agreement provides for an extension of its term for an
additional year on each anniversary of its execution subject to review and
approval of the extension by disinterested members of the Board of Directors of
the
6
<PAGE>
Association. Each agreement provides for termination upon the employee's death,
termination of employment for cause or in certain events specified by the
regulations of the Office of Thrift Supervision (the "OTS"). Each employment
agreement is also terminable by the employee upon 90 days notice to the
Association.
Each employment agreement provides for payment to the employee of his
salary for the remainder of the term of the agreement, plus up to 299%, in the
case of Mr. Stewart and 100% for each of the other officers, of the employee's
base compensation, in the event there is a "change in control" of the
Association and the employee's employment is terminated involuntarily in
connection with such change in control or within twelve months thereafter. This
termination payment may not exceed three times the employee's average annual
compensation over the most recent five year period or be non-deductible by the
Association for federal income tax purposes. The agreements guarantee
participation in an equitable manner in employee benefits applicable to
executive personnel.
The Association also has entered into a change in control severance
agreement with Assistant Vice President of Financial Services, Steven Goins. The
agreement provides for an initial term of twelve months and for extensions of
one year, on each anniversary of the effective date of the agreement, subject to
a formal performance evaluation performed by disinterested members of the Board
of Directors of the Association. The agreement provides for termination for
cause or in certain events specified by OTS regulations.
The agreement provides for a lump sum payment to the employee of 100%
of his annual base compensation and the continued payment for the remaining term
of the contract of life and health insurance coverage maintained by the
Association in the event there is a "change in control" of the Association where
employment terminates involuntarily within 12 months of such change in control.
This termination payment is subject to reduction to the extent it is
non-deductible for federal income tax purposes.
Based on their current salaries, if the employment of Messrs. Stewart,
Fogt, Fullenkamp or Goins or Ms. Geuy had been terminated as of June 30, 1998,
under circumstances entitling him or her to severance pay as described above, he
or she would have been entitled to receive a lump sum cash payment of
approximately $347,500, $53,900, $44,400, $34,300 and $45,700, respectively.
Certain Transactions
The Association has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for the
financing of their personal residences and for consumer purposes. Under the
Association's current policy, all such loans to directors and senior officers
are required to be made in the ordinary course of business and on the same
terms, including collateral and interest rates, as those prevailing at the time
for comparable transactions and do not involve more than the normal risk of
collectibility. However, prior to August 1989, the Association waived loan
origination fees on loans to directors and employees.
<PAGE>
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's independent auditors are Crowe, Chizek and Company LLP,
independent certified public accountants. At the Meeting, the stockholders will
consider and vote on the ratification of the appointment of Crowe, Chizek &
Company LLP as independent auditors for the Company's fiscal year ending June
30, 1999.
Representatives of Crowe, Chizek and Company LLP are expected to attend
the Meeting to respond to appropriate questions and to make a statement if they
so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
7
<PAGE>
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for its next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the main office of the Company, 101
East Court Street, Sidney, Ohio, no later than May 11, 1999. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act and, as with any stockholder proposal (regardless of whether
included in the Company's proxy materials), the Company's Certificate of
Incorporation and Bylaws and Delaware law. Under the proxy rules, in the event
that the Company receives notice of a stockholder proposal to take action at the
next Annual Meeting that is not submitted for inclusion in the Company' proxy
material, or is submitted for inclusion but is properly excluded from such proxy
materials, the persons named in the form of proxy sent by the Company to its
stockholders intend to exercise their discretion to vote on such proposal in
accordance with their best judgment if notice of the proposal is not received at
the main office of the Company by the Deadline (as defined below). In addition
to the provision of the proxy rules regarding discretionary voting authority
described in the preceding sentence, the Company's Bylaws provided that if
notice of a stockholder proposal to take action at the next Annual Meeting is
not received at the main office of the Company by the Deadline, such proposal
will not be recognized as a matter proper for submission to the Company
stockholders and will not be eligible for presentation at such meeting. The
"Deadline" means August 10, 1999; however, in the event the next Annual Meeting
is held before September 19, 1999 or after December 8, 1999, the "Deadline"
means the close of business on the later of the 60th day prior to the date of
such meeting or the tenth day following the date on which notice of the meeting
was first mailed or public announcement of the date of such meeting was first
made.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitation by
mail, directors and officers of the Company and regular employees of the
Association may solicit proxies personally or by telegraph or telephone, without
additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
DOUGLAS STEWART
President and Chief Executive Officer
Sidney, Ohio
September 8, 1998
8
<PAGE>
REVOCABLE PROXY
PEOPLES-SIDNEY FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
to be Held onOctober 9, 1998
The undersigned hereby appoints the Board of Directors of Peoples-Sidney
Financial Corporation (the "Company"), with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Sidney Holiday Inn, located at
State Route 47 and I-75, Sidney, Ohio, on October 9, 1998 at 11:00 a.m., Sidney,
Ohio time, and at any and all adjournments and postponements thereof.
1. The election as directors of all nominees listed (except as marked to the
contrary below):
DOUGLAS STEWART and JAMES W. KERBER
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. The ratification of the appointment of Crowe, Chizek & Company LLP as
auditors for the Company for the fiscal year ending June 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment or postponement
thereof.
The Board of Directors recommends a vote "FOR" the election of each nominee
named herein and "FOR" the ratification of the appointment of Crowe, Chizek &
Company LLP.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES NAMED HEREIN AND FOR THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK & COMPANY LLP. IF ANY OTHER
BUSINESS IS PRESENTED AT THEMEETING, 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 MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<PAGE>
Please be sure to sign and date
this Proxy in the box below.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
PEOPLES-SIDNEY FINANCIAL CORPORATION
This Proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The abovesigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Meeting, a Proxy Statement and an Annual Report
to Stockholders for the fiscal year ended June 30, 1998
Please sign exactly as your name(s) appear(s) 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.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
