<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
COMBANC, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
COMBANC, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 10, 2000
To the Holders of Common Stock of ComBanc, Inc.:
The annual meeting of the shareholders of ComBanc, Inc., will be held
at the Fraternal Order of Eagles, 1600 E. 5th Street, Delphos, Ohio, on Monday,
April 10, 2000, at 1:00 p.m. The purposes of the meeting are:
1. To elect six (6) directors to hold office until their
successors are duly elected and qualified.
2. To transact any other business which may properly come before
such meeting or any adjournment thereof.
A complete list of shareholders entitled to vote at the meeting will be
available for inspection by shareholders at the office of ComBanc, Inc., at 230
E. Second St., Delphos, Ohio during the ten days prior to the meeting as well as
at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, IT IS IMPORTANT THAT YOU SIGN,
DATE AND RETURN PROMPTLY YOUR PROXY IN THE ENCLOSED POSTPAID ENVELOPE. YOU MAY
WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO ITS BEING VOTED.
Rebecca L. Minnig
Secretary
March 8, 2000
<PAGE> 3
COMBANC, INC.
230 E. SECOND STREET
DELPHOS, OHIO 45833
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PROXY STATEMENT
------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2000
PERSONS MAKING THE SOLICITATION
This proxy statement and the accompanying proxy form are being mailed
to holders of Common Stock commencing on or about March 8, 2000, and are
furnished in connection with the solicitation of proxies by the Board of
Directors of ComBanc, Inc. (hereinafter referred to as "ComBanc" or the
"Company"), at the expense of ComBanc through the mail for use at the annual
meeting of shareholders to be held April 10, 2000, at 1:00 p.m., at the
Fraternal Order of Eagles, 1600 E. 5th Street, Delphos, Ohio, or at any
adjournment thereof. Employees of ComBanc may also solicit proxies by telephone
and in person at no extra cost to ComBanc. ComBanc also may engage a proxy
solicitation firm to solicit proxies, but has not engaged anyone to perform such
services at this time. Properly signed and dated proxies received by the
Secretary of ComBanc prior to or at the annual meeting will be voted as
instructed thereon or, in the absence of such instruction, (a) "FOR" the
election to the Board of Directors of the persons nominated by the Board, and
(b) in accordance with the best judgment of the persons named in the proxy on
any other matters which may properly come before the meeting. Your proxy is
revocable by written notice to the Secretary of ComBanc at any time prior to
exercise and it shall be suspended if you are present at the meeting and elect
to vote in person. Unless so revoked or suspended, the shares represented by
each proxy will be voted at the meeting and at any adjournment thereof.
VOTING PROCEDURES
A quorum consists of a majority of the shares entitled to vote
represented at the annual meeting in person or by proxy. Abstentions and broker
non-votes (arising from the absence of discretionary authority on the part of a
broker-dealer to vote shares of Common Stock held in street name for customer
accounts) are counted for purposes of determining the presence or absence of a
quorum for the transaction of business. Once a share is represented at the
meeting it is deemed present for quorum purposes throughout the meeting or any
adjourned meeting unless a new record date is or must be set for the adjourned
meeting.
The six nominees for director who receive the largest number of votes
cast "For" will be elected as directors if a quorum is present. Shares
represented at the annual meeting in person or
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by proxy but withheld or otherwise not cast for the election of directors,
including abstentions and broker non-votes, will have no impact on the outcome
of the election.
ANNUAL REPORT TO SHAREHOLDERS
A copy of the Annual Report of ComBanc on Form 10-K of the Securities
and Exchange Commission for the fiscal year ended December 31, 1999 accompanies
this Proxy Statement.
VOTING SECURITIES AND OWNERSHIP THEREOF
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Holders of record of Common Stock of ComBanc at the close of business
February 25, 2000 (the "Record Date") will be entitled to one vote for each
share of Common Stock then held. There were 2,349,000 shares of ComBanc's Common
Stock outstanding on the Record Date.
As of February 12, 2000, the following persons were known to ComBanc to
be the beneficial owners of more than five percent of ComBanc's Common Stock.
The information set forth in the table is as reported in a Schedule 13G as filed
with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
---------------- --------- ----------------
<S> <C> <C>
Paul D. Harter 144,964 6.17%
9818 W. State Road
Delphos, Ohio 45833
</TABLE>
The following table sets forth information as of February 12, 2000 with
respect to beneficial ownership of the Common Stock of ComBanc by all of the
directors and nominees named in this Proxy Statement, including ComBanc's chief
executive officer, and directors, nominees and all executive officers of ComBanc
as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
---------------- --------- ----------------
<S> <C> <C>
Gary A. DeWyer 11,320(1) *
Ronald R. Elwer 2,960(2) *
Dwain I. Metzger 2,000 *
C. Stanley Strayer 105,576(3) 4.49%
Richard R. Thompson 5,160 *
Paul G. Wreede 2,000(4) *
All directors, nominees and executive officers as
a group (9 in number) 133,141 5.67%
*Ownership is less than 1% of the class.
</TABLE>
(1) Includes beneficial ownership of 1,720 shares which are subject to shared
voting and investment power with his spouse.
(2) Includes beneficial ownership of 2,760 shares which are subject to shared
voting and investment power with his spouse.
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(3) Includes 105,576 shares held in family trust.
(4) Includes 2,000 shares which are subject to shared voting and investment
power with his spouse.
ELECTION OF DIRECTORS
Six directors are to be elected to the ComBanc Board of Directors to
hold office until the next annual meeting and until their successors are elected
and qualified.
It is the intention of the persons named in the proxy unless otherwise
directed, to vote the proxies given them for the election of these nominees.
Each nominee is presently serving as a director of the Company and was elected
by the shareholders. All nominees have consented to being named in this proxy
statement and to serve if elected and the Board of Directors has no reason to
believe that any of the named nominees will be unable to act. However, if any
such nominee prior to election becomes unable or refuses to serve and the size
of the Company's Board is not reduced accordingly, the proxies will be voted for
such substitute nominee as may be selected by the Board of Directors of ComBanc.
NOMINEES
The following table sets forth certain information with respect to the
nominees of ComBanc who will be voted upon at the annual meeting. There were no
arrangements or understandings pursuant to which the persons listed below were
selected as directors or nominees for director. Dates indicate commencement of
service as a director of ComBanc's predecessor, The Commercial Bank.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR SINCE
---- --- --------------
<S> <C> <C>
Gary A. DeWyer 59 1974
Ronald R. Elwer 46 1995
Dwain I. Metzger 58 1977
C. Stanley Strayer 54 1977
Richard R. Thompson 58 1974
Paul G. Wreede 49 1987
</TABLE>
The Board of Directors of ComBanc met nine times in 1999. In 1999 each
director attended at least 75% of the meetings of the Board of Directors.
COMMITTEES OF THE BOARD
The Board of Directors of ComBanc has not established any standing
audit, nominating or compensation committees. ComBanc has no other committee
which serves as a nominating committee. The Board of Directors of ComBanc
nominates directors for election by shareholders.
ComBanc was formed as a bank holding company under the federal Bank
Holding Company Act of 1956 on August 31, 1998, through its acquisition of The
Commercial Bank, an Ohio bank having the same principal office address as
ComBanc. ComBanc's only subsidiary and only significant asset is The Commercial
Bank. The Audit and Personnel Committees of
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The Commercial Bank Board of Directors function as the audit and compensation
committees, respectively, of ComBanc. The Audit and Personnel Committees are
described below.
Audit Committee. (Mr. Strayer, Chairman, and Mr. Thompson).
The Audit Committee met three times during 1999. The responsibilities
of the Audit Committee include recommending the appointment of and overseeing a
firm of independent auditors whose duty it is to audit the books and records of
ComBanc and its subsidiary for the fiscal year for which they are appointed;
monitoring and analyzing the results of internal and regulatory examinations;
monitoring ComBanc's and its subsidiary's financial and accounting organization
and financial reporting; and oversight of the investment policies and portfolio
of ComBanc and its subsidiary.
Personnel Committee. (Mr. DeWyer, Chairman, and Messrs. Metzger and Wreede).
The Personnel Committee functions as ComBanc's compensation committee.
The Personnel Committee met one time in 1999. The Personnel Committee has the
responsibility of recommending for the approval of the Board of Directors of
ComBanc the remuneration arrangements for the directors and executive officers
of ComBanc. The Personnel Committee's report on executive compensation matters
for 1999 appears under the caption "Personnel Committee Report on Executive
Compensation".
PRINCIPAL OCCUPATIONS OF DIRECTORS
Except for The Commercial Bank, none of the corporations or
organizations discussed below is an affiliate of ComBanc. There are no family
relationships among any of the executive officers and directors.
GARY A. DEWYER was President of KBC Leasing until 1998 and is now
engaged in the management of personal investments.
RONALD R. ELWER has been Executive Vice President of The Commercial
Bank since 1990 and Executive Vice President and a Director of ComBanc since
1998.
DWAIN I. METZGER has been engaged in farming since 1960.
C. STANLEY STRAYER is retired, having served as Director of Business,
Elida Local School District, until 1998.
RICHARD R. THOMPSON has been President of Thompson Seed Farm, Inc.,
since 1974.
PAUL G. WREEDE has been President, Chief Executive Officer since 1990
and a Director of The Commercial Bank since 1987 and President, Chief Executive
Officer and a Director of ComBanc since its formation in 1998.
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<PAGE> 7
EXECUTIVE COMPENSATION
AND OTHER INFORMATION
General. The following information relates to compensation of
management for the years ended December 31, 1999, 1998 and 1997.
Executive Compensation. The following table sets forth compensation
information for ComBanc's Chief Executive Officer. No executive officer earned
more than $100,000 in any of 1999, 1998 or 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------
Name and Principal Position Year Salary(A) Bonus
--------------------------- ---- --------- -----
<S> <C> <C> <C>
Paul G. Wreede 1999 $83,465 $2,000
President and Chief 1998 $75,500 $1,750
Executive Officer 1997 $72,500 $2,989
</TABLE>
(A) Includes director fees of $10,000 in each year.
DIRECTOR COMPENSATION
Directors of ComBanc are compensated for all services as a director in
the following manner: each director received a one-time fee of $5,000 for
service as a director of ComBanc and an additional one-time fee of $5,000 for
service as a director of the Bank in 1999. Each director, other than Mr. Wreede
and Mr. Elwer, received a fee of $350 for each Board meeting in 1999.
Additionally, quarterly fees were paid to directors in 1999, with the exception
of Mr. Wreede and Mr. Elwer, for attendance at The Commercial Bank Board
committee meetings as follows: $300 for Loan Committee, and $125 for each of the
Audit, Planning, Scholarship and Personnel Committees.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview. The Board of Directors of The Commercial Bank has established
a Personnel Committee which functions as ComBanc's Compensation Committee. The
Personnel Committee is responsible for developing and making recommendations to
the Board of ComBanc with respect to ComBanc's executive compensation policies.
Compensation Philosophy. This report reflects ComBanc's
compensation philosophy as endorsed by the Personnel Committee. The Personnel
Committee makes a recommendation regarding the level of compensation for Mr.
Wreede. The Personnel Committee determines the level of compensation for all
other Executive Officers within the constraints of the amounts approved by the
Board.
Essentially, the executive compensation program of ComBanc has been
designed to:
- Support a pay-for-performance policy that awards Executive
Officers for corporate performance.
- Motivate key Executive Officers to achieve strategic business
goals.
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<PAGE> 8
- Provide compensation opportunities which are comparable
to those offered by other peer group companies; thus allowing
the Bank to compete for and retain talented executives who are
critical to the Bank's long-term success.
Salaries. Effective January 1, 1999, the Personnel Committee
recommended and the Board increased the salary paid to Mr. Wreede. The increase
reflected consideration of competitive data reported in compensation surveys and
the Personnel Committee's assessment of the performance of Mr. Wreede and
recognition of The Commercial Bank's performance during 1998. In addition, the
Personnel Committee approved compensation increases for all other Executive
Officers of The Commercial Bank. Executive Officer salary increase
determinations are based upon an evaluation of such executives' performance
against goals set in the prior year.
Cash Bonuses. The Bank pays bonuses to its Executive Officers. The
award of a bonus to any employee is discretionary and in the case of Mr. Wreede
is determined by the Board of Directors upon the recommendation of the Personnel
Committee, and in all other cases is determined by the Personnel Committee upon
the recommendation of management.
Membership of the Personnel Committee. ComBanc Directors serving on
the Personnel Committee are named below:
Gary A. DeWyer
Dwain I. Metzger
Paul G. Wreede
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Regulations require the disclosure of any related party transactions
with members of the Compensation Committee. During the past year, certain
directors and officers, including members of the Compensation Committee, and one
or more of their associates may have been customers of and had business
transactions with The Commercial Bank. All loans included in such transactions
were made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other persons, and did not involve more
than normal risk of collectability or present other unfavorable features. It is
expected that similar transactions will occur in the future.
Mr. Wreede, ComBanc's President and Chief Executive Officer, served
on the Personnel Committee of The Commercial Bank, which is responsible for
compensation.
Although Mr. Wreede served on the Personnel Committee, he did not
participate in any decisions regarding his own compensation as an Executive
Officer. Each year, the Personnel Committee recommends the amount of the bonus
award to Mr. Wreede and his salary for the ensuing year. Mr. Wreede does not
participate in discussions nor decision-making relative to his own compensation.
Mr. Wreede participated in decisions regarding compensation of other Executive
Officers of the Company.
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<PAGE> 9
COMBANC PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for ComBanc, the Dow Jones Equity Market Index and the Dow Jones
Regional Bank Index.
[LINE GRAPH]
*TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
ASSUMES $100 INVESTED ON DECEMBER 31, 1994
IN COMBANC, INC. COMMON STOCK,
DOW JONES EQUITY MARKET INDEX & DOW JONES MAJOR
REGIONAL BANK INDEX
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
COMBANC, INC. $100.00 $124.18 $139.56 $166.96 $191.37 $151.42
DOW JONES EQUITY MARKET INDEX $100.00 $137.67 $169.39 $226.91 $291.91 $351.37
DOW JONES REGIONAL BANK INDEX $100.00 $159.93 $219.70 $343.19 $385.68 $331.35
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 10
ADDITIONAL INFORMATION ON MANAGEMENT
During the past year, certain directors and officers and one or more of
their associates were customers of and had business transactions with ComBanc's
bank subsidiary. All loans included in such transactions were made in the
ordinary course of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the same time for
comparable transactions with other persons, and did not involve more than a
normal risk of collectability or present other unfavorable features. ComBanc
expects that similar transactions will occur in the future.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934 requires ComBanc's
executive officers, directors and more than ten percent shareholders and certain
trusts affiliated with such persons ("Insiders") to file with the Securities and
Exchange Commission and ComBanc reports of their ownership of ComBanc
securities. Based upon written representations and copies of reports furnished
to ComBanc by Insiders, all Section 16 reporting requirements applicable to
Insiders during 1999 were satisfied on a timely basis, except for late reports
filed by the following directors or executive officers:
Mr. Wreede (2 reports, 2 transactions)
Ms. Minnig (1 report, 1 transaction)
Mr. Thompson (1 report, 1 transaction)
SHAREHOLDERS PROPOSALS AND DIRECTOR NOMINATIONS
If any shareholder of ComBanc wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
ComBanc to be held in 2001, the proposal must be received by the Secretary of
ComBanc at the principal executive offices of ComBanc, 230 E. Second Street,
Delphos, Ohio 45833, prior to the close of business on November 8, 2000. On any
other proposal raised by a shareholder for next year's annual meeting, ComBanc
intends that proxies received by it will be voted in the interest of the Company
in accordance with the judgment of the persons named in the proxy and the
proposal will be considered untimely, unless notice of the proposal is received
by ComBanc not later than January 22, 2001.
ComBanc's Bylaws establish advance notice procedures as to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors. In order to make a director nomination at
a shareholder meeting it is necessary that you notify ComBanc not fewer than 14
days in advance of the meeting unless ComBanc provides shareholders less than 21
days notice of the meeting and then notice of the nominations must be given not
later than the seventh day after the notice of the meeting was mailed. In
addition, the notice must meet all other requirements contained in our Bylaws.
Any shareholder who wishes to take such action should obtain a copy of these
Bylaws and may do so by written request addressed to the Secretary of ComBanc at
the principal executive offices of ComBanc.
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GENERAL
Management of ComBanc does not intend to present to the meeting any
other matters not referred to above and does not presently know of any matter
that may be presented to the meeting by others. However, if other matters come
before the meeting, it is the intention of the persons named in the enclosed
form of proxy to vote the proxy in accordance with their best judgment in the
interest of ComBanc. The receipt of any report which may be submitted to the
meeting is not to constitute approval or disapproval of any matters referred to
in such report or reports.
By order of the Board of Directors,
Rebecca L. Minnig, Secretary
March 8, 2000
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE
COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY FORM FOR WHICH A
RETURN ENVELOPE IS PROVIDED.
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PROXY COMBANC, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of Common Stock of ComBanc, Inc. (the "Company")
acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders
of the Company and the accompanying Proxy Statement dated March 8, 2000, and
revoking any proxy previously given, hereby constitutes and appoints Harold J.
Pohlman and David Hugh Evans, and each of them, with full power of substitution,
as attorneys and proxies to appear and vote all of the shares of the Common
Stock of the Company standing in the name of the undersigned which the
undersigned could vote if personally present and acting at the Annual Meeting of
Shareholders of the Company (the "ComBanc Meeting"), to be held at the Fraternal
Order of Eagles, 1600 E. 5th Street, Delphos, Ohio, on Monday, April 10, 2000,
at 1:00 p.m., upon the following items as set forth in the Notice of Annual
Meeting and Proxy Statement and to vote at the direction of management, on all
other matters which may be properly presented for action at the ComBanc Meeting
or any postponements or adjournments thereof.
1. TO ELECT AS DIRECTORS THE NOMINEES SET FORTH BELOW:
<TABLE>
<S> <C>
[ ] FOR all of the nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all of the nominees listed below.
</TABLE>
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list below:
Gary A. DeWyer Dwain I. Metzger Richard R. Thompson
Ronald R. Elwer C. Stanley Strayer Paul G. Wreede
2. Upon management's direction, the proxy holders are authorized to vote
upon such other business as may properly come before the Annual
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY, WHEN PROPERLY
EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED
FOR THE ELECTION OF THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS.
DATE:
-------------------------------------
------------------------------------------
Signature(s)
------------------------------------------
Signature(s)
Please date and sign exactly as your
name(s) appear(s). When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If more than one trustee, all should
sign. All joint owners should sign. When
signing for a corporation, please sign the
full corporate name by an authorized
officer. When signing for a partnership,
please sign in the partnership name by an
authorized person. WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING, PLEASE SIGN
AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTPAID
ENVELOPE.
I/WE [ ] DO OR [ ] DO NOT EXPECT TO ATTEND THE COMBANC MEETING.
