SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
(Last amended in Exch Act Rel No. 35113, Eff. 1/3/95)
SCHEDULE 14 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 240.14a-11(c) or 240.14a-12
Farmers National Banc Corp.
(Name of Registrant of Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
Title of each class of securities to which transaction applies:
.................................................................
....................................................
Aggregate number of securities to which transaction applies:
.................................................................
...................................................
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):
.................................................................
...................................................
Proposed maximum aggregate value of transaction:
.................................................................
...................................................
Total fee paid:
.................................................................
............................
[ ] Fee paid previously with preliminary materials.
[ ] 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:
......................................................
2. Form, Schedule or Registration Statement No.:
......................................................
3. Filing Party:
......................................................
4. Date Filed:
......................................................
(Amended by Exch Act Rel No.35113, eff 1/30/95)
FARMERS NATIONAL BANC CORP.
20 SOUTH BROAD STREET
CANFIELD, OHIO 44406
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, MARCH 26, 1998
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that pursuant to call of its Directors,
the Annual Meeting of the Shareholders of FARMERS NATIONAL BANC
CORP., Canfield, Ohio will be held at Colonial Catering located
at 429 Lisbon Street, Canfield, Ohio 44406 on Thursday, March
26, 1998 at three-thirty o'clock (3:30) P.M., Eastern Standard
Time, for the purpose of considering and voting upon the
following matters:
1. ELECTION OF DIRECTORS. The election of the eight (8) persons
listed in the accompanying Proxy Statement.
2. TO TRANSACT SUCH OTHER BUSINESS as may properly come before the
Meeting or any adjournment thereof.
Shareholders of record at the close of business on February 6,
1998 are the only shareholders entitled to notice of and to vote
at the Annual Shareholders Meeting.
By Order of the Board of Directors
Frank L. Paden, President & Secretary
Canfield, Ohio
March 5, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE.
FARMERS NATIONAL BANC CORP.
CANFIELD, OHIO 44406
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 26, 1998
Farmers National Banc Corp., herein referred to as "Farmers" or
the "Corporation" is furnishing this Proxy Statement to its
shareholders in connection with the solicitation, by order of
the Board of Directors of Farmers, of proxies to be used at the
Annual Meeting of Shareholders to be held on Thursday, March 26,
1998 at 3:30 P.M., Eastern Standard Time, at Colonial Catering,
429 Lisbon Street, Canfield, Ohio 44406, and at any adjournments
thereof. The Corporation is a one-bank holding company of which
The Farmers National Bank of Canfield is the wholly owned
subsidiary.
The cost for solicitation of proxies will be borne by Farmers.
Brokerage firms and other custodians, nominees and fiduciaries
may be requested to forward soliciting material to their
principals and to obtain authorization for the execution of
proxies. Farmers will, upon request, reimburse brokerage firms,
and other custodians, nominees and fiduciaries for the execution
of proxies and for their expenses in forwarding proxy material
to their principals.
The proxy statements and the form of proxy are being mailed on
March 5, 1998 or as soon thereafter as practicable to all
shareholders entitled to vote at the meeting. In addition to
use of mails, proxies may be solicited by officers, directors,
and employees of Farmers by personal interview, telephone and
telegraph.
The 1997 Annual Report, including the required audited
financial statements of the Corporation and related financial
information, is enclosed with this proxy soliciting material.
VOTING RIGHTS
Only shareholders of record at the close of business on
February 6, 1998 will be entitled to vote at the meeting. As of
February 6, 1998, Farmers had issued and outstanding 3,491,137
shares of common stock with no par value held by approximately
2,128 holders of record eligible to vote. Each outstanding
share entitles the recordholder to one vote. The number of
shares present at the meeting in person or by proxy will
constitute a quorum for the transaction of business. A
plurality of the votes duly cast is required for the election of
Directors (i.e., the nominees receiving the greatest number of
votes will be elected).
It is important that your stock be represented at the meeting,
regardless of the number of shares you may own. We would
appreciate your signing and returning the enclosed proxy. The
shares represented by each proxy, which is properly executed and
returned to Farmers, will be voted in the manner described in
this proxy statement and the proxy. In the absence of
instructions, the proxy will be voted "For" the election of the
eight (8) persons listed in this Proxy Statement. The proxy may
be revoked at any time prior to its exercise, by delivering
notice of revocation or a duly executed proxy bearing a later
date to the Treasurer of the Corporation at any time before the
proxy is voted. Shareholders who attend the meeting in person
may vote their stock even though they may have sent in a proxy.
No officer or employee of Farmers may be named as a proxy. If
you received two or more proxy forms because of difference in
addresses or registration of shareholdings, each should be
executed and returned in order to assure a complete tabulation
of shares.
The corporation will appoint two officers to act as inspectors
for purpose of tabulating the votes cast by proxy. Broker
non-votes and abstentions are not treated as votes cast for
purposes of any of the matters to be voted on at the meeting.
The Board of Directors knows of no other business that will be
presented for consideration at the 1998 Annual Meeting other
than the matters described in this Proxy Statement. If any
other matters should come before the meeting, the proxy holders
will vote upon them in accordance with their best judgment.
ELECTION OF DIRECTORS
Pursuant to the Code of Regulations, the authorized number of
directors of Farmers has been set at eight (8). The Board of
Directors has nominated the eight (8) persons named below to
serve as directors until the next Annual Meeting or until their
earlier death, resignation or removal from office. Each of the
eight (8) nominees is presently a member of the Board of
Directors and has consented to serve another term as Director if
re-elected. If any of the nominees should be unavailable to
serve for any reason (which is not anticipated), the Board of
Directors may designate a substitute nominee or nominees (in
which case the persons named on the enclosed proxy card will
vote all valid proxy cards for the election of such substitute
nominee or nominees), allow the vacancy or vacancies to remain
open until a suitable candidate or candidates are located, or by
resolution provide for a lesser number of directors. It is
presently anticipated that each person elected as a Director of
the Corporation at the annual meeting will be elected by the
Corporation as a Director of the Corporation's wholly-owned
subsidiary, Farmers National Bank of Canfield.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
ELECTION OF THE EIGHT NOMINEES LISTED BELOW.
INFORMATION WITH RESPECT TO NOMINEES
Certain information in the following tabulation has been
furnished to Farmers by the respective nominees for director.
Principal Occupation and Director
Name Five Year Business Experience Age Since (A)
Benjamin R. Brown President and Owner of Castruction 52 1991
Company, Incorporated in 1965. The
Company designs and manufactures
pre-cast shapes and associated
products for the steel industry.
Richard L. Calvin Vice Chairman since 1996, formerly, 71 1975
Executive Vice President/Cashier of
Farmers National Bank since 1972
and Executive Vice President/
Treasurer of Farmers National Banc
Corp. since 1983.
Joseph O. Lane President and Owner of Lane Funeral 73 1965
Homes, Inc. since 1950, Lane Life
Paramedics, Inc. and Lane Monument
Co. Mr. Lane operates three funeral
homes, an EMT and ambulance service.
David C. Myers President and Owner of Myers 69 1988
Equipment Corp. since 1955. The
Company sells truck equipment and
school buses. Mr. Myers has
operated a 2,000 - acre farm since
1946.
Edward A. Ort President of Ort Furniture Mfg. Co. 68 1993
since 1973. The Company
manufactures upholstered furniture
which is shipped to retail furniture
stores in northeastern United States
since 1957.
Frank L. Paden President & CEO of Farmers National 46 1992
Bank since 1996 and EVP/Sr. Loan
Officer since 1991. President &
Secretary of Farmers National Banc
Corp. since 1996.
William D. Stewart Chairman since 1996, formerly, 68 1972
President of Farmers National Bank
since 1972 and President & Secretary
of Farmers National Banc Corp. since
1983.
Ronald V. Wertz President and Owner of Boyer 51 1989
Insurance Inc. since 1981. The
Company provides risk management
analysis and policies for
individuals, families and business
insurance plans, including property,
liability, health, life and bonding.
(A) Includes the period served as a director of The Farmers
National Bank of Canfield prior to its reorganization into a
wholly owned subsidiary of this Corporation in 1983.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's directors and executive officers, and persons
who own more than 10% of a registered class of the Corporation's
equity securities, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports
of changes in ownership of Common Stock and other equity
securities of the Corporation. Officers, Directors and greater
than 10% stockholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the
copies of such reports furnished to the Corporation and written
representations that no other reports were required, during
1997, all Section 16(a) filing requirements applicable to its
officers, Directors and greater that 10% beneficial owners were
complied with.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding beneficial
ownership as of December 31, 1997, of the Corporation's common
shares of each Director and all Executive Officers as a group.
Name Aggregate Number of Percent of
Shares Beneficially Outstanding
Owned (A) Shares
Benjamin R. Brown 28,848 .83%
Richard L. Calvin 39,060 1.12%
Joseph O. Lane 83,973 2.41%
David C. Myers 26,307 .75%
Edward A. Ort 7,140 .20%
Frank L. Paden 8,470 .24%
William D. Stewart 30,942 .89%
Ronald V. Wertz 26,325 .75%
Executive Officers as a Group 11,646 (B) .33%
All Directors and
Executive Officers as a Group 254,241 7.28%
(A) Information relating to beneficial ownership is based upon
information available to Farmers and uses "Beneficial Ownership"
concepts set forth in the rules of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as
amended. Under such rules, Beneficial Ownership includes those
shares over which an individual has sole or shared voting,
and/or investment powers such as beneficial interest of a
spouse, minor children, or other relatives living in the home of
the named individual, trusts, estates and certain affiliated
companies.
(B) Includes 8,470 shares held by Frank L. Paden, President and
CEO of Farmers National Bank of Canfield and President and
Secretary of the Corporation.
COMMITTEES OF THE BOARD OF DIRECTORS
At the Directors' organizational meeting, held immediately
following the last annual shareholders' meeting of The Farmers
National Banc Corp. held on March 27, 1997, the following
committees were appointed by the Chairman:
EXECUTIVE COMPENSATION AND EMPLOYEES SALARY COMMITTEE: Joseph
O. Lane, Chairman; Benjamin R. Brown, David C. Myers, Edward A.
Ort, and Ronald V. Wertz.
The Executive Compensation and Employees Salary Committee
reviews the compensation of the official staff and makes
recommendations regarding all employee benefits to the Board of
Directors. This committee met one time in 1997.
AUDIT & EXAMINING COMMITTEE: David C. Myers, Chairman;
Benjamin R. Brown, Edward A. Ort, and Ronald V. Wertz.
The Audit and Examining Committee directs the activities of the
internal audit staff, reviews the internal auditor's reports,
reviews all examinations of the Comptroller of the Currency and
makes recommendations to the Board regarding the engagement of
an external auditing firm to perform the annual audit and
prepare income tax returns. This committee met four times in
1997.
DISCOUNT LOAN COMMITTEE: Frank L. Paden, Chairman; Benjamin
R. Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers,
Edward A. Ort, William D. Stewart, and Ronald V. Wertz.
The Discount Loan Committee meets weekly to review all loans
made during the previous week and to approve all loan
commitments which are either above the assigned lending limits
of the loan officers or are not in keeping with existing bank
policy.
BUILDING COMMITTEE: Richard L. Calvin, Chairman; Ad Hoc.
The Building Committee oversees site selection, office
additions and modifications. This committee did not
specifically meet in 1997, however, the chairman did report to
the directors at other meetings.
LONG RANGE AND STRATEGIC PLANNING COMMITTEE: Frank L. Paden,
Chairman; Benjamin R. Brown, Richard L. Calvin, Joseph O. Lane,
David C. Myers, Edward A. Ort, William D. Stewart, and Ronald V.
Wertz.
The Long Range and Strategic Planning Committee is responsible
for formulation and implementation of the Strategic Plan for the
operation of the Corporation. This committee met once in 1997.
NOMINATING COMMITTEE: Frank L. Paden, Chairman; Benjamin R.
Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers, Edward
A. Ort, William D. Stewart, and Ronald V. Wertz.
The Nominating Committee makes decisions with respect to: (a)
nominees for election as director at the annual meeting of
shareholders; (b) nominees to fill Board vacancies between
annual meetings; and (c) the composition of membership of the
various other standing committees. This committee met once in
1997.
RISK MANAGEMENT AND INSURANCE COMMITTEE: Ronald V. Wertz,
Chairman; Benjamin R. Brown, Richard L. Calvin, and Carl D.
Culp, EVP/Cashier/CFO.
The Risk Management and Insurance Committee is responsible for
reviewing coverage and protection levels of insurance maintained
by the Bank. The committee met once in 1997.
During 1997, each Director standing for re-election, was
present for more that 75% of the combined number of meetings of
the Board of Directors and of each committee of the Board on
which such director served. There were twelve regular and six
special meetings of the Board of Directors in 1997.
Members of the Board of Directors receive $400.00 for each
board meeting they attend, and $300.00 for each committee
meeting they attend with the exception of inside Directors who
receive no compensation for committee meetings.
NOTE: THE ABOVE COMMITTEES ARE COMMITTEES OF THE FARMERS
NATIONAL BANK OF CANFIELD (THE BANK), A WHOLLY OWNED SUBSIDIARY
OF FARMERS NATIONAL BANC CORP. CURRENTLY, THE MEMBERS OF
FARMERS' BOARD OF DIRECTORS ALSO SERVE AS THE DIRECTORS OF THE
BANK, AND ATTEND BOARD MEETINGS FOR BOTH FARMERS AND THE BANK.
ALTHOUGH THESE MEETINGS ARE CONDUCTED SEPARATELY ON THE SAME
DAY, A MEMBER RECEIVES COMPENSATION (WHICH IS PAID BY FARMERS)
FOR ONLY ONE MEETING, CONSEQUENTLY, MEMBERS ATTENDING A MEETING
OF THE BOARDS OF BOTH FARMERS AND THE BANK ON A SINGLE DAY ARE
CREDITED WITH ONE BOARD MEETING FOR ATTENDANCE AND COMPENSATION
PURPOSES.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Principal Position Year Annual Salary Bonus 401(k) All Other
and Director Corporation Compensation
Fees (a) Contribution (c)
(b)
<S> <C> <C> <C> <C> <C>
Frank L. Paden, President & CEO 1997 103,665 0 7,486 1,098
1996 86,318 0 4,749 1,038
1995 75,883 2,000 0 659
<FN>
(a) The amount of Director Fees included in this annual amount
is as follows: Paden ($7,900, $8,250 and $6,700).
(b) In May, 1996, the Corporation adopted a 401(k) Profit
Sharing Retirement Savings Plan. All employees of Farmers
National Bank who have completed at least one year of service
and meet certain other eligibility requirements are eligible to
participate in the Plan. Under the terms of the Plan, employees
may voluntarily defer a portion of their annual compensation,
not to exceed 15%, pursuant to Section 401(k) of the Internal
Revenue Code. The Corporation matches a percentage of the
participants' voluntary contributions up to 6% of gross wages.
In addition, at the discretion of the Board of Directors, the
Corporation may make an additional profit sharing contribution
to the Plan. The Corporation's contributions are subject to a
vesting schedule and the Plan meets the requirements of Section
401(a) of the Internal Revenue Code and Department of Labor
Regulations under ERISA.
(c) Amounts represent cost of group term life insurance and
other benefits.
</FN>
</TABLE>
Listed is the total compensation paid by the Corporation's
subsidiary, The Farmers National Bank of Canfield during the
latest fiscal year to the named person(s) for services in all
capacities, specifically setting forth the direct compensation
to the President & CEO. No other executive officer of Farmers
receives the total annual salary and bonus in excess of $100,000.
In 1991, as a result of certain changes in the Internal Revenue
Code, the Bank's pension plan was amended to reduce
significantly the benefits of several key employees, including
those of Mr. Paden. As a result, the Bank has entered into
Deferred Compensation Agreements with certain of its executive
officers, including Mr. Paden. Under the terms of the Deferred
Compensation Agreement, they he will receive monthly payments
of $930.00 for a period of two hundred and four (204) months,
commencing with retirement age of 65. This agreement also
provides that these executive officers will be available to
perform consulting services for the Bank during the period he is
receiving these payments, and prohibits him from entering into
competition with the Corporation during that same period. In
the event that any payments should still remain due and payable
to the executive officer under the Agreement at the time of his
death, those payments would be made to his surviving spouse. In
the event that any payment should still remain due and payable
to either the executive officer or his spouse under the
Agreement at the death of the survivor of them, those payments
would be reduced to their then present value at a predetermined
rate of interest and paid to the estate of the survivor in a
lump sum. Payments will be prorated in the event the employee
retires before the age of 65, and will be increased
proportionately if he retires after the age of 65. The
Agreement is funded by a life insurance policy owned by the
bank, on which the Bank is the beneficiary and the premiums of
which are paid by the Bank.
NOTE: Tables containing disclosures of Stock Appreciation
Rights and Plans and Long Term Incentive Plans have been omitted
because no such programs exist for either Farmers National Banc
Corp. or The Farmers National Bank of Canfield.
No Employment Contracts or Golden Parachute Agreements exist
between any executive officer and either Farmers National Banc
Corp. or The Farmers National Bank of Canfield.
INDEBTEDNESS OF MANAGEMENT
Farmers has had, and expects to have in the future, banking
transactions in the ordinary course of business with Directors,
executive officers and their associates on the same terms,
including interest rates and collateral on loans, as those
prevailing at the same time for comparable transactions with
others. Since the beginning of 1997, the largest aggregate
extensions of credit to officers, directors and their associates
during the year ended December 31, 1997 was $1,175,249 or 2.87%
of Equity Capital Accounts. In the opinion of the management of
Farmers, these transactions do not involve more than a normal
risk of collectability or present other unfavorable features.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is made up
of all of the outside Directors of Farmers. No officers of the
corporation sit on this committee. This committee reports back
to the full board but its decisions are not subject to full
board approval. The committee has the purpose and
responsibility of providing the Bank, its staff and the
communities it serves with consistent long-term leadership of
the highest quality possible while protecting the interests of
the shareholders.
The committee sets the limits for increases in the aggregate
for all staff, reviews performance of executive officers and
sets their salaries for the coming year. In addition, any
incentive/bonus program is set by the board based on the
recommendation of the compensation committee.
The committee takes a straightforward approach to the review of
executives and bases its consideration of salaries on specific
job performance, contribution to target levels of growth,
profitability, stability, capital and return on equity (ROE) and
return on assets (ROA). Also considered is the executive's
contribution to the general success of the Bank and its business
plan and community standing, which cannot necessarily be
quantified in an appropriated manner but is weighted heavily in
a community bank, which is located exclusively in small
communities. Successful bank operations are contingent upon
accomplishment in all areas and integration with the business
community's direction and success in our market areas.
Executive performance must therefore be evaluated by using these
factors as well. Specific results of each executive's area of
responsibility are evaluated and considered, but would not be
appropriately discussed here as a matter of confidentiality.
The committee evaluates the President on the same basis as
other executive offices with weight being given to the
achievement of target levels of growth, capital and return on
equity and, in addition, specific target goals of the overall
strategic plan of the Bank. The accomplishment of meeting the
goals and targets are reflected in the Summary Compensation
Table.
The members of the Compensation Committee are Joseph O. Lane,
Chairman; Benjamin R. Brown, David C. Myers, Edward A. Ort, and
Ronald V. Wertz. None has registered a disagreement with the
above report.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is currently or was at
any time during 1997, an officer or an employee of, or had an
employment agreement with the Corporation or the Bank. No
corporate or committee interlocks exist which require disclosure
under SEC regulations.
PERFORMANCE GRAPH
The Securities and Exchange Commission requires a line graph
presentation comparing cumulative, five-year shareholder returns
on an indexed basis with a broad equity market index and either
a nationally recognized industry standard or an index of peer
companies selected by the Corporation. The Corporation has
selected the NASDAQ Stock Market US Index and the NASDAQ Banks
Index for purposes of this performance comparison which appears
below. The Performance Graph presents a comparison which
assumes $100 invested on December 31, 1992, in the Corporation's
common stock, The NASDAQ Stock Market US Index and the NASDAQ
Banks Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
AMONG FARMERS NATIONAL BANC CORP., THE NASDAQ STOCK MARKET - US
INDEX AND THE NASDAQ BANKS INDEX
[PERFORMANCE GRAPH PAPER COPY MAILED TO SEC]
TOTAL RETURN GRAPH DATA
12/92 12/93 12/94 12/95 12/96 12/97
Farmers National Banc Corp. 100 139 182 267 350 487
NASDAQ Stock Mkt-US 100 115 112 159 195 240
NASDAQ Bank 100 114 114 169 223 377
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has elected Hill, Barth and King to
serve as the Corporation's independent public accountant for the
fiscal year ending December 31, 1998. Hill, Barth and King also
served as the Corporation's independent public accountant for
the fiscal year ended December 31, 1997. Hill, Barth and King
is expected to have a representative present at the annual
meeting and will be available to respond to shareholders'
questions and if they desire, will have an opportunity to make
any statement they consider appropriate.
SHAREHOLDER PROPOSALS
Any Shareholder proposal intended to be placed in the Proxy
Statement for the 1998 annual meeting to be held in March 1999
must be received by the Corporation no later than December 1,
1998. Written proposals should be sent to Carl D. Culp,
Executive Vice President and Treasurer, Farmers National Banc
Corp., 20 South Broad Street, P.O. Box 555, Canfield, Ohio
44406. Each proposal submitted should be accompanied by the
name and address of the shareholder submitting the proposal and
the number of shares owned. If the proponent is not a
shareholder of record, proof of beneficial ownership should also
be submitted. All proposals must be a proper subject for action
and comply with the proxy rules of the Securities and Exchange
Commission. Reference is made to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, for information
concerning the content and form of such proposal and the manner
in which such proposal must be made.
ANNUAL REPORT ON FORM 10-K
A copy of the Corporation's 1997 report filed with the
Securities and Exchange Commission, on Form 10-K, will be
available without charge to shareholders upon written request to
Carl D. Culp, Executive Vice President and Treasurer, Farmers
National Banc Corp., 20 South Broad Street, P.O. Box 555,
Canfield, Ohio 44406.
BY ORDER OF THE BOARD OF DIRECTORS
FRANK L. PADEN, PRESIDENT & SECRETARY
FARMERS NATIONAL BANC CORP.
20 South Broad St., P.O. Box 555, Canfield, Ohio 44406
PROXY FOR ANNUAL MEETING
SOLICITED BY THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENT, that I, the Undersigned
Shareholder of Farmers National Banc Corp. of Canfield, Ohio, do
hereby nominate and appoint William D. Calhoun, Ronald V. Wertz
and David W. Yeany (no officer or employee of the Corporation
may be named as proxy) or any one of them (with full power to
act alone), my true and lawful attorney(s) with full power of
substitution, for me and in my name, place and stead to vote all
the Common Stock of said Corporation standing in my name on its
books on February 6, 1998, at the annual meeting of its
Shareholders to be held at Colonial Catering, 429 Lisbon Street,
Canfield, Ohio 44406, on Thursday, March 26, 1998, at 3:30 P.M.,
Eastern Standard Time, or any adjournment thereof with all the
powers the undersigned would possess if personally present as
follows:
1. ELECTION OF DIRECTORS: The election of the eight (8) persons
listed in the Proxy Statement dated March 5, 1998 accompanying
the notice of said meeting.
FOR (all nominees except as indicated below) ______ WITHHOLD
AUTHORITY (as to all nominees) _____
To withhold your vote from certain nominees, strike a line
through their name.
Benjamin R. Brown, Richard L. Calvin, Joseph O. Lane, David C. Myers,
Edward A. Ort, Frank L. Paden, William D. Stewart, Ronald V. Wertz
2. SUCH OTHER BUSINESS as may properly come before the meeting or
any adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION
LISTED UNLESS OTHERWISE INDICATED. If any other business is
presented at said meeting, this Proxy shall be voted in
accordance with the recommendations of The Board of Directors.
The Board of Directors recommends a vote "For"
each of the listed propositions. This proxy is solicited on
behalf of The Board of Directors and may be revoked prior to its
exercise.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE (whether or not you plan to attend the meeting in
person).
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY.
THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
DATED _________________________________________
NUMBER OF SHARES HELD__________________________
_______________________________________________
_______________________________________________
Signature of Shareholder(s) *
*When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If more than one trustee, all
should sign. All joint others must sign.
