SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933
FARMERS NATIONAL BANC CORP.
(Exact name of registrant as specified in its charter)
Ohio 34-1371693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 South Broad Street
Canfield, OH 44406
(330)533-3341
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Frank L. Paden It is requested that copies of
President and Secretary communications be sent to:
Farmers National Banc Corp. Charles D. Niehaus
20 South Broad Street Bischoff, Kenney & Niehaus
Canfield, OH 44406 5630 N. Main Street
(330)533-3341 Sylvania, OH 43560
(419)882-0594
(Name, address, including zip code, and telephone number,including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ x ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462 (c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of each Class of Amount Maximum Maximum
Securities to be Registered to be Offering Price Aggregate Amount of
Registered (1) Per Share (2) Offering Price (2) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $0.00 par value 300,000 shares $38.50 $11,550,000 $3,210.90
<FN>
(1) The shares registered on this form are in addition to the shares
previously registered.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (c) under based on the average of
the bid and asked price of the Common Stock as of May 19, 1999.
</FN>
</TABLE>
PROSPECTUS
300,000 SHARES
FARMERS NATIONAL BANC CORP.
COMMON STOCK
(NO PAR VALUE)
AMENDED DIVIDEND REINVESTMENT PLAN
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers National
Banc Corp. (the "Corporation") provides a convenient and economical way for
the Corporation's shareholders to purchase additional shares of the Company's
no par value Common Stock (the "Common Stock").
Under the Plan, shares of the Corporation will be purchased using
dividend proceeds. The Shares will be purchased in the open market (if
available) and directly from the Corporation. The purchase price of the
Common Stock purchased from the Corporation will be the weighted average
purchase price reported in the market of the Corporation's shares since the
preceding Dividend Payment Date. The purchase price for shares of Common
Stock purchased in the open market will be the cost (including brokerage
commissions) to the Agent of such purchases. The purchase price per share
to all participants will be based upon the weighted average of the prices of
all shares purchased.
As of the date of this Prospectus, there is no established public
trading market for the Common Stock of the Corporation. Shares of the
Corporation's Common Stock are not traded on any national or regional exchange
or in the over-the-counter market. A local brokerage firm ordinarily attempts
to match buyers and sellers of the Corporation's stock when it receives buy
or sell orders from its customers, but trading is not active. In addition,
there are occasional trades through other brokerage firms or as a result of
private transactions not involving any broker or dealer.
Farmers National Bank of Canfield (the "Bank"), a wholly-owned subsidiary
of the Company, has been designated as the Administrator of the Plan.
This Prospectus relates to 300,000 shares of no par value Common Stock
of the Corporation registered for purchase under the Plan. It is suggested
that this Prospectus be retained for future reference.
The Common Stock of the Corporation offered hereby is not the obligation
of or guaranteed or endorsed by any bank. It does not constitute a bank
deposit. It is not federally insured or protected by the U.S. Government,
the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other governmental agency. Investment in Common Stock of the Corporation, as
with any investment in Common Stock, involves investment risks, including the
possible loss of principal.
These securities have not been approved or disapproved by the securities
and exchange commission nor has the commission passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
THE DATE OF THIS PROSPECTUS IS MAY 19, 1999
This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy the securities covered by this prospectus in any
jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. No person has been authorized to give any information
or to make any representations not contained in this prospectus in connection
with the offering covered by this prospectus. If given or made, such
information or representations must not be relied upon as having been
authorized by the corporation. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create an implication
that there has not been any change in the facts set forth in this prospectus
or in the affairs of the corporation since the date hereof. This prospectus
relates to 300,000 shares of common stock of the corporation registered for
sale under the plan.
TABLE OF CONTENTS
AVAILABLE INFORMATION 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 3
THE CORPORATION 4
DESCRIPTION OF THE PLAN 4
PURPOSE 4
ADVANTAGES AND DISADVANTAGES 5
ADMINISTRATION OF THE PLAN 5
ELIGIBILITY 6
ENTRY INTO THE PLAN 6
AUTHORIZATION FORM 6
COMMENCEMENT OF DIVIDEND REINVESTMENT 7
SUPPLEMENTAL INVESTMENTS 7
PAYMENT FOR DIVIDENDS BY THE CORPORATION TO THE BANK 8
PURCHASE OF SHARES 9
PRICE OF SHARES 9
ALLOCATION OF SHARES 10
COST OF PARTICIPATION 10
REPORTS TO PARTICIPANTS 10
ISSUANCE OF CERTIFICATES TO PARTICIPANTS 11
GIFT/TRANSFER OF SHARES WITHIN THE PLAN 11
STOCK DIVIDENDS AND STOCK SPLITS 12
VOTING OF SHARES HELD UNDER THE PLAN 12
WITHDRAWAL FROM THE PLAN 12
AMENDMENT AND TERMINATION OF PLAN 13
FEDERAL INCOME TAX CONSEQUENCES 13
RESPONSIBILITY OF THE CORPORATION AND THE BANK
UNDER THE PLAN 14
CORRESPONDENCE REGARDING THE PLAN 14
USE OF PROCEEDS 15
TRADING MARKET 15
DESCRIPTION OF COMMON STOCK 16
LEGAL OPINION 17
EXPERTS 17
INDEMNIFICATION 17
AVAILABLE INFORMATION
Farmer's National Banc Corp. (the "Corporation") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information
filed by the Corporation can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 7 World Trade Center,
13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such material may be obtained by
mail from the Public Reference Section of the Commission, 450 Fifth Street,
N.W. Washington, D.C. 20549 at prescribed rates. The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the Corporation with
the Commission are hereby incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K filed for its most recent fiscal year;
(ii) Quarterly Reports on Form 10-Q filed since its most recent
Annual Report on Form 10-K;
(iii) Proxy Statement filed in connection with its most recent Annual
Meeting of Stockholders; and
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide upon oral or written request and without
charge to each person to whom this Prospectus is delivered a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to:
Farmers National Bank of Canfield
20 South Broad Street
Canfield, Ohio 44606
Attn: Carl D. Culp, Executive Vice President and Chief Financial Officer
(330)533-3341
THE CORPORATION
The Corporation is a one-bank holding company registered under the Bank
Holding Company Act of 1956, as amended. The only subsidiary is The Farmers
National Bank of Canfield (the "Bank"), which was acquired on March 31, 1983.
The Corporation and its subsidiary operate in one industry, domestic banking.
The Corporation conducts no business activities except for investment in
securities permitted under the Bank Holding Company Act. Bank holding
companies are permitted under Regulation Y of the Board of Governors of the
Federal Reserve System to engage in other activities such as leasing and
mortgage banking.
The executive office of the Corporation is located at 20 South Broad
Street, P.O. Box 555, Canfield, Ohio, 44406 (Telephone (330)533-3341).
The Amended Dividend Reinvestment Plan (the "Plan") of Farmers
National Banc Corp. (the "Corporation") is set forth below in its entirety:
DESCRIPTION OF THE PLAN
Purpose
The purpose of the Plan is to provide record holders of the Corporation's
Common Stock with a convenient and economical method of purchasing additional
shares of Common Stock by automatically reinvesting the cash dividends
received on their shares of Common Stock. The Plan also provides, with
discretion and approval of the Board of Directors, to permit shareholders of
record who become participants in the Plan to make optional cash payments of
a maximum of $1,000 per calendar quarter for investment in Common Stock.
Shares of Common Stock to be purchased under the Plan may be made available
by the Corporation from treasury shares, authorized but unissued shares or
may be purchased for participants in the open market, at the Corporation's
option. See "Purchase of Shares." Shares of Common Stock purchased from the
Corporation's treasury shares or authorized but unissued shares will provide
the Corporation with additional funds for general corporate purposes. The
Corporation will receive no proceeds from purchases by the Plan of any shares
in the open market. The Board of Directors can limit or suspend the Plan at
any time, in its discretion.
Advantages of the Plan
During implementation of the Plan, at the Board's discretion, Shareholders
of record who enroll in the Plan will have all cash dividends on their shares
of Common Stock automatically reinvested in shares of Common Stock. The
price of all shares of Common Stock purchased under the Plan will be based on
the market value of the shares. Participants in the Plan will not incur any
brokerage commissions, fees or service charges in connection with purchases
of shares from the Corporation under the Plan. Participants in the Plan will
incur brokerage commission, fees or service charges in connection with
purchase of shares on the open market under the plan. The Plan permits cash
dividends to be fully invested because fractions of shares, as well as full
shares, of Common Stock are credited to participants' accounts under the plan.
In addition, cash dividends paid on whole shares, and any fraction of a
share, of Common Stock credited to a participant's account are reinvested in
the same manner.
Participants in the Plan may have the opportunity to make optional cash
payments to the Plan, up to a maximum of $1,000 per calendar quarter, to be
invested in shares of Common Stock in the same manner as reinvested dividends.
The Board of Directors may further limit such cash payments on a per investor
or pro-rata per share basis. See "Supplemental Investments."
Shareholders are cautioned that the Plan does not represent a change in
the Corporation's dividend policy or a guarantee of future dividends, which
will continue to depend upon the Corporation's earnings, financial
requirements and other factors.
Administration of the Plan
The Corporation will appoint an independent agent from time to time (the
"Agent"), to execute purchases and sales of Common Stock on behalf of the
Plan and its participants. The Agent will be a registered broker-dealer or
bank as defined in Section 3(a) (5) of the Securities Exchange Act of 1934.
The Agent will not be an affiliate of the Corporation, and neither the
Corporation nor any affiliate of the Corporation will exercise any direct or
indirect control or influence over the times when or the prices at which, the
Agent may purchase the Corporation's Common Stock for the Plan, the amount of
Common Stock to be purchased, or the manner in which the Common Stock is to
be purchased. The Farmers National Bank of Canfield, a banking corporation
organized under the laws of the State of Ohio and a wholly-owned subsidiary
of the Corporation will administer the Plan for participants, keep records,
send statements of account to Participants and perform other clerical and
ministerial duties relating to the plan (the "Bank"). Shares of Common Stock
purchased under the Plan are registered in the name of the Bank or its
nominee, as custodian and credited to participants' accounts under the Plan.
Although shares purchased under the Plan are registered in the name of
the Bank or its nominee, shareholders will continue to hold their current
shares in their own names and should not transfer any shares to the Bank.
Eligibility
All record holders of shares of Common Stock are eligible to participate
in the Plan, except as described in this section. The Corporation reserves
the right to deny participation in the Plan to any shareholder who resides in
a jurisdiction having laws or regulations that impose conditions upon the
Plan which are unacceptable to the Corporation, or who fails to provide
documentation acceptable to the Corporation of his or her state or country
(if other than the United States) of residence. Consequently, the Plan may
not be available to shareholders who live in certain states or in countries
other than the United States. A shareholder of record who wishes to
participate in the Plan must certify his or her state or country of residence
in the Authorization Form accompanying this Prospectus and agree to notify
the Bank if such state or country of residence changes. Upon receipt of the
Authorization Form, the Bank will notify the shareholder within a reasonable
time if the Plan is not available in the state or country in which the
shareholder resides.
Entry Into the Plan
A holder of record of shares of Common stock may enroll in the Plan at
any time by completing and signing the enclosed Authorization Form and
returning it to the Bank. Once enrolled in the Plan, a participant will
continue to be enrolled without further action, unless the participant moves
to a state or country in which the Plan is not available or gives written
notice to the Bank that the participant wishes to withdraw from participation.
See "Withdrawal from the Plan."
Authorization Form
The Authorization Form authorizes the Bank to receive (or pay over to
the Agent if shares will be purchased in the open market) the participating
shareholder's cash dividends on all or a portion of shares of Common Stock
registered in the participant's name and the shares credited to the
participant's account under the Plan, and directs the Bank (or Agent if
shares will be purchased in the open market) to invest such dividends in
shares of Common Stock under the Plan.
A participant may elect to reinvest cash dividends paid on all or a
portion of the shares of Common Stock held of record by the participant in
the Plan or credited to the participant's account under the Plan, by
designating the participant's election on the Authorization Form.
Participants electing partial reinvestment of cash dividends must designate
the number of whole shares for which they want to receive cash dividends.
Dividends paid on all other shares held of record by the participant and all
shares credited to the participant's account under the Plan will be reinvested
in additional shares of Common Stock.
Reinvestment levels may be changed from time to time as a participant
desires by submitting a new Authorization Form to the Bank. To be effective
with respect to a particular Dividend Record Date, any such change must be
received by the Bank before such Dividend Record Date.
If a participant specifies full reinvestment, cash dividends paid on
shares of Common Stock held of record by the participant in the Plan and all
shares credited to the participant's account under the Plan will be reinvested
in additional shares of Common Stock. If a participant specifies partial
reinvestment, that portion of such dividend payment not being reinvested will
be sent to the participant by check or direct deposit in the usual manner.
A beneficial owner of shares of Common Stock whose shares are registered
in the name of a bank, broker or nominee and who wishes to participate in the
Plan must become a shareholder of record by having the shares transferred
into his or her own name.
Commencement of Dividend Reinvestment
Record dates for determining the record holders of Common Stock entitled
to receive cash dividends declared on the Common Stock ("Dividend Record
Dates") are chosen from time to time by the Corporation's Board of Directors
and are customarily in the months of March, June, September and December of
each year (the "Dividend Months") . If a shareholder's Authorization Form is
received by the Bank before a Dividend Record Date, the reinvestment of the
shareholder's dividends will commence with the payment of that dividend
("Dividend Payment Date"). If the Authorization Form is received by the
Bank on or after such Dividend Record Date, the reinvestment of dividends
will not start until the next Dividend Payment Date. Dividend Record Dates
will vary from time to time, and may be chosen in months other than March,
June, September and December. A shareholder can minimize the possibility of
missing a desired entry date by delivering an Authorization Form to the Bank
before the first day of a Dividend Month in which the shareholder desires to
commence participation in the Plan.
Supplemental Investments
Participants in the Plan may invest in shares of Common stock under the
Plan by making optional cash payments ("Supplemental Investments"). The
Board of Directors may limit the aggregate amount of Supplemental Investments
as well as individual Supplemental Investments. Such limits will be
established with notice provided to participants prior to a Dividend Record
Date. A participant's Supplemental Investments may not however exceed $1,000
per calendar quarter (any three-month period ending March 31, June 30,
September 30 or December 31).
Supplemental Investments must be received by the Bank no later than
three business days prior to a Dividend Record Date to be invested on the
Dividend Payment Date. Otherwise, the Supplemental Investment will be held
by the Bank and invested on the next Dividend Payment Date. See "Purchase of
Shares." Shares of Common Stock purchased with Supplemental Investments will
be held, and the dividends from such shares will be reinvested, in the same
manner as all other shares purchased through the Plan.
A shareholder may make an initial Supplemental Investment by enclosing a
check or money order with the Authorization Form when enrolling. Thereafter,
Supplemental Investments may be made by forwarding a check or money order to
the Bank together with a payment form which will accompany each statement of
account. All checks and money orders for Supplemental Investments should be
made payable to "Farmers National Bank of Canfield, Administrator for the
Farmers National Banc Corp. Dividend Reinvestment Plan." Participants in the
Plan have no obligation to make Supplemental Investments, and may cease or
resume making Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING SUPPLEMENTAL
INVESTMENTS. Investors should transmit Supplemental Investments so as to
reach the Bank shortly (but not less than three business days) before a
Dividend Record Date.
Supplemental Investments received by the Bank will be transmitted to a
segregated escrow account for the benefit of the participants. The escrow
account will not be subject to any liens, any creditor claims, any bankruptcy
proceedings if the Corporation files for bankruptcy, or any other claims
against the Corporation. Supplemental Investment will be transmitted to the
escrow account by the opening of business on the next business day if the
funds are received before noon, and by noon of the next business day if the
funds are received after noon.
If shares of Common Stock are not purchased within 30 days of the
Dividend Payment Date, the Bank will mail to each participant a check in the
amount of any such unapplied Supplemental Investments, without interest. See
"Purchase of Shares."
Any Supplemental Investment will be refunded if a written request for a
refund is received by the Bank no later than 48 hours prior to the Dividend
Payment Date on which the Supplemental Investment would otherwise be invested.
However, no refund of a check or money order will be made until the funds have
been actually received by the Bank. Accordingly, such refunds may be delayed
several weeks from the original date of the request.
The Corporation, by its Board of Directors and from time to time, may
limit the total cash contributions to or discontinue the Supplemental
Investment Option under the Plan. Each participant will receive a notice from
the Corporation when and if the Board of Directors determines to limit or
discontinue the Supplemental Investment Option. Supplemental Investments
received by the Bank which are not applied due to a limitation or
discontinuance of the Supplemental Investment Option will be returned to each
participant in the same manner as if no shares of Common Stock were purchased.
Payment for Dividends by the Corporation to the Bank
As and when dividends are paid on the Common Stock, the Corporation will
promptly pay to the Bank all dividends payable in respect of all shares of
Common stock held of record by participants in the Plan and all shares
credited to participants' accounts under the Plan, subject to any applicable
tax withholding requirements. See "Federal Income Tax Consequences."
Purchase of Shares
Shares of Common Stock purchased under the Plan by Participants will be
acquired either directly from the Corporation, in which event the shares will
be either authorized but unissued shares or shares held in the Corporation's
treasury ("Additional Shares"), or on the open market, or by a combination of
the foregoing at the option of the Corporation.
For purchases made in the open market, on each Dividend Payment Date,
the Bank will pay over to the agent the dividend received in accordance with
"Payment for Dividends by the Corporation to the Bank" above, together with
all Supplemental Investments received at least three business days before the
Dividend Record Date. See "Payment for Dividends by the Corporation to the
Bank" and "Supplemental Investments." The Agent will use these funds to
purchase shares of Common Stock on that Dividend Payment Date or as promptly
as practicable thereafter, but in no event not more than thirty (30) days
after the payment date.
The Corporation's intent is to purchase Shares in the open market, if
possible, and to supplement such purchases, if necessary, with purchases
directly from the Corporation. Notwithstanding the foregoing, the Corporation
may not change its intention to purchase in the open market more than once in
any three-month period. In addition, the Corporation may not change such
determination unless the Corporation's Board of Directors or Chief Financial
Officer documents that the Corporation's need to raise additional capital has
changed, or that there is another valid reason for such change.
If at any time the Corporation determines not to make Additional Shares
available for purchase under the Plan and the Agent is unable to purchase
shares of Common Stock in the open market neither the Corporation nor the
Bank shall have any liability to any participant arising out of the inability
to make purchases at such time. Notwithstanding the foregoing, if shares of
Common Stock are not purchased within 30 days after a Dividend Payment Date,
the Bank will mail to each participant a check in the amount of any such
unapplied cash dividends and Supplemental Investments, without interest.
Price of Shares
The purchase price of the Common Stock purchased from the Corporation
will be the weighted average purchase price of the Corporation's shares in
trades effected since the preceding Dividend Payment Date. (A "weighted
average" purchase price takes into account the number of shares purchased at
a particular price.) In the event that there have been no trades effected
since the preceding Dividend Payment Date, the purchase price of the Common
Stock purchased from the Corporation will be the weighted average purchase
price used in the most recent purchase of shares from the Corporation under
the Plan. Open market purchases will be made as soon as possible after the
applicable Dividend Payment Date, but not more than 30 days after such date.
The purchase price for shares of Common Stock purchased in the open market
will be the cost (including brokerage commissions) to the Agent of such
purchases. The purchase price per share to all participants will be based
upon the weighted average of the prices of all shares purchased.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends and
Supplemental Investments will be allocated by the Bank among the computerized
accounts of all participants in the Plan. The number of shares that will be
allocated to a participant's account following any Dividend Payment Date will
depend on the amount of the participant's dividends and Supplemental
Investments (if any) available for investment on such date and the purchase
price of the shares. Each participant's account will be credited with a
number of shares (including fractions computed to four decimal places) equal
to the total funds to be invested for the participant, divided by the
applicable purchase price (also computed to four decimal places).
Costs of Participation
There will be no brokerage commissions or service charges to participants for
purchases under the Plan when shares are purchased from the Corporation.
Participants will be charged the actual cost (including brokerage commission)
for Common Stock purchased on the open market. Open market purchases must be
made as soon as practicable on or after the Dividend Record Date but in no
circumstances more than 30 days after such date. The purchase price to the
participants for shares purchased in the open market will be the cost
(including brokerage commissions, if any) to the Agent. The purchase price
to all participants shall be the weighted average of the prices of all shares
purchased.
Reports to Participants
Each participant in the Plan will receive statements of account which
lists all purchases credited to the participant's account during a calendar
quarter as well as cumulative account information. These statements are a
participant's record of the costs of the purchases of Common Stock made for
the participant's account under the Plan and should be retained for income
tax purposes. Each participant will also receive the most current Prospectus
for the Plan and all communications sent to the Corporation's shareholders,
including the Corporation's quarterly and annual reports, notices of meetings
of shareholders and proxy statements.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the accounts of
participants will be registered in the name of the Bank, or one of its
nominees. Certificates for such shares will not be issued to participants
unless requested. This custodial service will help to protect participants
against the risk of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a participant's
account under the Plan will be issued at any time upon the participant's
written request to the Bank. Any remaining whole shares and fractions of
shares will continue to be credited to the participant's account.
Certificates for fractions of shares will not be issued under any
circumstances. A participant will receive cash payment in lieu of any
fractional share credited to the participant's account in the event of
withdrawal from or termination of the Plan. See "Withdrawal from the Plan"
and "Amendment and Termination of the Plan."
A participant's account under the Plan will be maintained in the name in
which the participant's shares of Common Stock were registered at the time
the participant enrolled in the Plan. Certificates issued at the
participant's request will be similarly registered, and dividends paid on
shares represented by such certificates will continue to be reinvested in
accordance with the Plan.
Shares credited to a participant's account under the Plan may not be
pledged. A participant who wishes to pledge shares credited to the
participant's account must request certificates for such shares from the Bank.
Gift/Transfer of shares within the Plan
If a participant wishes to transfer the ownership of all or part of the
participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the participant may effect such
transfer by mailing a properly completed Gift/Transfer Form, along with an
executed stock power and an Authorization Form completed by the transferee to
the Bank. Transfers of less than all of the participant's shares must be made
in whole share amounts. No fraction of a share may be transferred unless the
participant's entire account is transferred. Requests for transfer are
subject to the same requirements as for the transfer of Common Stock
certificates. Gift/Transfer Forms, Stock Power Forms and Authorization Forms
are available upon request from the Bank.
Shares so transferred will continue to be held by the Bank under the
Plan. An account will be opened in the name of the transferee, if he or she
is not already a participant and such transferee will automatically be
enrolled in the Plan. The transferee will receive a statement showing the
number of shares transferred to and held in the transferee's Plan account.
Stock Dividends and Stock Splits
Any stock dividends or split shares distributed by the Corporation on shares
of Common Stock credited to a participant's account under the Plan will be
added to the participant's account. Stock dividends or split shares
distributed on shares registered in a participant's name will be mailed
directly to the participant in the same manner as to shareholders who are not
participating in the Plan.
Voting of Shares Held Under the Plan
Participants in the Plan are entitled to direct the voting of all whole
shares of Common Stock credited to their respective accounts. Prior to each
meeting of the Corporation's shareholders, each participant in the Plan will
be sent a request for voting instructions which will enable the Participant
to instruct the Bank with respect to the voting of the participant's shares
on each matter to be considered and voted upon at such meeting. If the
request form is returned to the Bank properly signed and marked for voting,
all whole and fractional shares credited to the participant's Plan account
will be voted as marked. If no instructions are received on a properly
signed and returned request form with respect to any item thereon, all of
such shares will be voted in accordance with the recommendations of the
Corporation's management, just as for non-participating shareholders who
return proxies and do not provide instructions. If the request form is not
returned or is returned unsigned, none of such shares will be voted.
A participant who wishes to attend a meeting of the Corporation's
shareholders and vote shares of Common Stock credited to the participant's
Plan account in person must request a proxy from the Bank before the meeting.
The Bank's proxy will entitle the participant to vote in person all whole
shares of Common Stock credited to the participant's Plan account.
Shares of Common Stock registered in a participant's own name may be
voted in person or by proxy in the same manner as shares held by
non-participating shareholders, and the voting of such shares will not be
affected by the foregoing voting procedures applicable to shares held by the
Bank under the Plan.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by notifying the
Bank in writing that the participant wishes to withdraw from participation.
A participant will not be able, however, to re-enter the plan for a period of
one (1) year following his or her withdrawal. All certificates or cash
payments described below will be sent to the withdrawing participant within
30 days from the Bank's receipt of such notice of withdrawal.
Upon a participant's withdrawal from the Plan, the participant will be
sent a certificate for all whole shares, and a cash payment for any fraction
of a share, credited to the participant's account under the Plan as of the
date of withdrawal. The cash payment for a fraction of a share will be based
upon the purchase price of the Corporation's Common Stock under the Plan for
the immediately preceding quarter.
Amendment and Termination of the Plan
The Board of Directors of the Corporation reserves the right to amend,
modify, suspend or terminate the Plan at any time. All participants will
receive, within a reasonable time, a notice of any such material amendment or
modification or of any suspension or termination. No suspension, amendment
or termination of the Plan will affect any previously executed transaction.
Upon the termination of the Plan, each participant will receive a
certificate for all whole shares, and a cash payment for any fraction of a
share, credited to the participant's account under the Plan as of the date of
termination. The cash payment for a fraction of a share will be based upon
the purchase price of the Corporation's Common Stock under the Plan for the
immediately preceding quarter.
Federal Income Tax Consequences
In general, a participant in the Plan will have the same federal income
tax consequences as other holders of Common Stock with respect to dividends
payable on shares credited to the participant's Plan account and on shares
held by the participant directly. Under Internal Revenue Service rulings
applicable to dividend reinvestment plans similar to the Plan, a participant
will be treated for federal income tax purposes as having received, on each
Dividend Payment Date which includes the payment of dividends, a dividend
equal to the full amount of the cash dividend payable on such date with
respect to the shares credited to the participant's Plan account and the
shares held by the participant directly even though that amount is not
actually received by the participant in cash but, instead, is applied to the
purchase of shares for the participant's account.
The tax basis of shares acquired under the Plan will be the purchase
price for the shares as determined herein. For shares acquired directly from
the Corporation under the Plan, the holding period begins the day after the
applicable Dividend Payment Date. For shares acquired in the open market
under the Plan, the holding period begins on the purchase date.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account under the
Plan, either upon the participant's request for such certificates or upon
withdrawal from or termination of the Plan. However, a participant who
receives the proceeds of a sale of any whole share sold for the participant
upon the participant's withdrawal from the Plan, or who receives a cash
payment for a fractional share credited to the participant's account upon
withdrawal from or termination of the Plan, will realize gain or loss
measured by the difference between the amount of the cash received and the
price at which the whole or fractional share was credited to the participant's
account. Such gain or loss will be capital in character if the whole or
fractional share was a capital asset in the hands of the participant.
In the case of a foreign shareholder who elects to have his or her
dividends reinvested and whose dividends are subject to United States income
tax withholding, an amount equal to the dividends payable to such shareholder,
less the amount of tax required to be withheld, will be applied to the
purchase of shares of Common Stock under the Plan.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH PARTICIPANT IS URGED TO CONSULT HIS OR HER
TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM
THEIR PARTICIPATION IN THE PLAN, AND THE SUBSEQUENT DISPOSAL OF SHARES
PURCHASED PURSUANT TO THE PLAN, INCLUDING THE APPLICATION AND EFFECT OF
FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
Responsibility of the Corporation and the Bank Under the Plan
The Corporation and the Bank, in administering the Plan, will not be
liable for any act done in good faith or for any good faith omission to act,
including without limitation any failure to terminate a participant's account
upon the participant's death prior to receipt of written notice of such death.
Participants should recognize that neither the Corporation nor the Bank
can assure them of a profit or protect them against a loss on the shares
purchased under the Plan.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
FARMERS NATIONAL BANK OF CANFIELD
20 South Broad St.
Canfield, Ohio 44606
Attention: Carl D. Culp,
Executive Vice President and CFO
1-330-533-3341
Please refer to the Farmers National Banc Corp. Amended Dividend
Reinvestment Plan on all correspondence.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the number
of shares of Common Stock that ultimately may be sold pursuant to the Plan or
the prices at which such shares will be sold. However, the Corporation
proposes to use the net proceeds from the sale of Common Stock pursuant to
the Plan, when and as received, to increase the Corporation's capital and for
other general corporate purposes. The net proceeds from the sale of shares
of Common Stock purchased in the open market pursuant to the Plan will be
applied to the purchase price and expenses of acquiring such shares in the
market.
TRADING MARKET
There is at present no established public trading market for the
Corporation's Common Stock and no assurance can be given that a market will
develop in the future. While the brokerage firm of Butler, Wick & Co. has
generally attempted to match buyers and sellers of the Corporation's stock
when they receive buy or sell orders from their customers, trading is not
active. On January 22, 1997, the Corporation received notice from Butler,
Wick & Co., that they will no longer act in the capacity of a market-maker
for any local stocks that trade on the NASDAQ and the OTC Bulletin Board.
Butler, Wick & Co. will continue to attempt to match willing buyers and
sellers. A public trading market having the desirable characteristics of
depth, liquidity and orderliness depends upon the presence in the marketplace
of both willing buyers and willing sellers of the stock at any given time and
such presence is, in turn, dependent upon the individual decisions of the
purchasers and sellers over which neither the Corporation nor any broker or
market maker has control.
The table below sets forth the ranges of prices paid per share for the
Corporation's Common Stock in trades during the last two calendar years. As
of December 31, 1998, there were 2,586 shareholders of record of Common Stock.
PER SHARE DATA, 1997, 1998
Dividend Date High Low
March 1997....... $26.75 $23.13
June 1997........ 27.25 25.00
September 1997... 29.00 25.63
October 1997.....
December 1997.... 33.00 27.38
March 1998....... 40.00 32.00
June 1998........ 40.00 38.13
September 1998... 44.50 41.00
October 1998.....
December 1998.... 44.00 41.00
Management of the Company does not know the price at which all trades
were conducted during the periods indicated and the prices set forth above
may not be indicative of the true market value of the Company's Common Stock.
In addition, past trading prices are not necessarily indicative of future
trading prices.
DESCRIPTION OF COMMON STOCK
The holders of common stock are entitled to receive dividends when, as
and if declared by the Board of Directors out of any funds legally available
therefore, and are entitled upon liquidation after claims of creditors to
receive pro rata the net assets of the Corporation. The holders of common
stock are entitled to one vote for each share held and are vested with all
of the voting power of the shares. The common stock has no conversion rights.
Holders of common stock are generally entitled to pre-emptive rights, subject
to certain exceptions described in Article XIII of the Corporation's Articles
of Incorporation. Those exceptions include the issuance or offering of
Securities pursuant to the terms of a duly adopted dividend reinvestment plan
as described. Holders of common stock are not entitled to cumulative voting
rights in the election of directors. The shares of common stock issued or to
be issued upon receipt of payment therefor by the Corporation, in accordance
with the terms set forth in the Plan, will be validly issued, fully paid and
non-assessable.
On March 25, 1999, the Shareholders approved an increase in the
authorized number of shares available to the Corporation to 12,500,000 shares.
The Amendment was adopted and approved by the Shareholders and the Board of
Directors in accordance with the Articles of Incorporation and Code of
Regulations of the Corporation and Ohio General Corporation Law.
LEGAL OPINION
Certain legal matters related to the Common Stock offered hereby will be
passed upon for the Company by Bischoff, Kenney & Niehaus, 5630 N. Main Street,
Sylvania, Ohio, 43560 (419)882-0594. Neither contingent fees nor any
interest in the Corporation of any nature will be received by any named
experts or counsel for services rendered in connection with this registration.
EXPERTS
The audited consolidated financial statements of the Company incorporated
by reference in this Prospectus and elsewhere in the Registration Statement
have been audited by Hill, Barth & King, Inc., independent public accountants,
as indicated in their reports with respect thereto and are incorporated
herein in reliance upon the authority of such firm as experts in giving such
reports.
INDEMNIFICATION
Article X of the Articles of Incorporation of the Corporation, provides
in substance that any person made a party to a civil, administrative or
investigative action by reason of the fact that he or she is or was a
director, officer or shareholder of the Corporation may be indemnified against
reasonable expenses, including attorneys fees, actually and necessarily
incurred by him or her in the defense of such action, or in connection with
an appeal therein, if such person acted, in good faith, for a purpose which
he or she reasonably believed to be in, or not opposed to, the best interest
of the Corporation or "subsidiary corporation." Similar indemnification may
also be available by the Corporation to its directors and officers and to a
limited extent may be available as a matter of rights to such person under
Section 1701.13(E) of the Ohio Revised Code.
Insofar as indemnification for liabilities arising under the securities
act of 1933 may be permitted to directors, officers or persons controlling
the corporation pursuant to the foregoing provisions, the corporation has
been informed that in the opinion of the securities and exchange commission
such indemnification is against public policy as expressed in the act and is
therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Registration fee $ 3,210.90
Printing and mailing expenses (estimated) 2,000.00
Accounting fees and expenses 500.00
Blue sky fees and expenses 2,500.00
Legal fees and expenses 2,000.00
Miscellaneous 0.00
Total $10,210.90
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Ohio Revised Code Section 1701.13(E) (incorporated herein by reference
as Exhibit 99.1) provides that a corporation may indemnify or agree to
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, by reason of the fact
that he or she is or was a Director, officer, employee or agent of the
corporation, against expenses actually incurred by such person in connection
with an action if he or she acted in good faith and in a manner not opposed
to the best interests of the corporation.
Article X, Section B, of the Articles of Incorporation of Farmers
National Banc Corp. provides as follows:
The Corporation shall have power to, and may (in addition to such other
power conferred by law) indemnify any shareholder, officer, or director of the
corporation who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
administrative, or investigative, by reason of the fact that he is or was a
director of this corporation, or any corporation (hereinafter referred to as
"subsidiary corporation") of which more than 50 per cent of the issued and
outstanding shares of common stock was or is owned by the corporation at the
time such person was or is serving as such director of the "subsidiary
corporation", against expenses (including those reasonably incurred by him)
in connection with such action, suit, and proceeding if the principal issue
of such action, suit, or proceeding involved or involves a contract or
transaction by and between the corporation and such "subsidiary corporation"
and if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the "subsidiary corporation". Any
indemnification as above provided (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a
determination that indemnification is proper in the circumstances because the
standard of conduct set forth above has been met. Such determination shall
be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding; or (b) if such a quorum is not obtainable, or even if obtainable,
if a majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by a majority of a
quorum of the shareholders of the corporation consisting of shareholders who
were not parties to such action, suit or proceeding.
ITEM 16. LIST OF EXHIBITS
Exhibit Number Description
4.1 The Articles of Incorporation, including amendments thereto, for the
Registrant.
4.2 The Code of Regulations is incorporated by reference to Exhibit 3.2.
of the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
5.1 Opinion of Bischoff, Kenney & Niehaus as to the legality of the
securities being registered.
23.1 Consent of Bischoff, Kenney & Niehaus. (contained in Exhibit 5.1 and
incorporated herein by reference.)
23.2 Consent of Hill, Barth & King, Inc.
24.1 Power of Attorney (included with signatures and incorporated herein
by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment Plan Authorization
Form.
99.3 Share Owner Authorization form for optional cash contributions.
99.4 Request for change - Dividend Reinvestment Plan Safekeeping Account.
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registrant
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate represent a fundamental change in
the information set forth in the Registrant Statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Canfield, State of Ohio, on
May 19, 1999.
FARMERS NATIONAL BANC CORP.
By: /s/ Frank L. Paden,
Frank L. Paden,
President and Secretary
We, the undersigned directors and officers of Farmers National Banc
Corp., do hereby jointly and severally appoint Frank L. Paden and Carl D. Culp
our true and lawful attorneys or attorney, to do any and all acts and things
in our names and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys or attorney may deem
necessary or advisable to enable First National Banc Corp. to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
this Registration in Statement on Form S-3, including specifically but
without limitation, power of authority to sign for us or any of us, in our
names in the capacities indicated below, any and all amendments (including
post-effective amendments) and supplements hereto, and we do each hereby
ratify and confirm all that said attorneys or attorney shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
May 19, 1999 /s/ Carl D. Culp
Carl D. Culp,
Executive Vice President
and Treasurer
May 19, 1999 /s/ William D. Stewart
William D. Stewart,
Chairman, Director
May 19, 1999 /s/ Benjamin R. Brown
Benjamin R. Brown,
Director
May 19, 1999 /s/ Richard L. Calvin
Richard L. Calvin,
Vice Chairman and Director
May 19, 1999 /s/ Joseph D. Lane
Joseph D. Lane,
Director
May 19, 1999 /s/ David C. Myers
David C. Myers,
Director
May 19, 1999 /s/ Edward A. Ort
Edward A. Ort,
Director
May 19, 1999 /s/ Ronald V. Wertz
Ronald V. Wertz,
Director
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.1 The Articles of Incorporation, including amendments thereto, for the
Registrant.
4.2 The Code of Regulations are incorporated by reference to Exhibit 3.2.
of the registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
5.1 Opinion of Bischoff, Kenney & Niehaus as to the legality of the
securities being registered.
23.1 Consent of Bischoff, Kenney & Niehaus. (contained in Exhibit 5.1 and
incorporated herein by reference.)
23.2 Consent of Hill, Barth & King, Inc.
24.1 Power of Attorney (included with signatures and incorporated herein
by reference.)
99.1 Section 1701.13 of the Ohio Revised Code.
99.2 Farmers National Banc Corp. Dividend Reinvestment Plan Authorization
Form.
99.3 Share Owner Authorization form for optional cash contributions.
99.4 Request for change - Dividend Reinvestment Plan Safekeeping Account.
EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
FARMERS NATIONAL BANC CORP.
The undersigned incorporators, acting as the incorporators of Farmers
National Banc Corp., under the Ohio General Corporation laws
(ORC 1701.01-99), hereby adopt the following Articles of Incorporation for
such corporation:
ARTICLE I
The name of the corporation is Farmers National Banc Corp.
ARTICLE II.
The place in the State of Ohio where the principal office of the
corporation is to be located is in the City of Canfield, County of Mahoning.
ARTICLE III
The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations nay be formed under the Ohio
General Corporation Laws (ORC Sections 1701.01 et seq.).
ARTICLE IV
The aggregate number of common shares which the corporation shall have
the authority to issue is Twelve Million Five Hundred Thousand (12,500,000)
shares each of no ($0.00) par value. The total number of authorized and
outstanding shares of common stock shall be changed from time to time to
reflect economic conditions of the corporation and business opportunities
available to the shareholders of the corporation. Shares of the authorized
and outstanding common stock may be redeemed by the corporation at a
regularly or specially called meeting for said purpose. Furthermore, the
corporation, through its Board of Directors, shall have the power to
purchase, hold, sell, and transfer the shares of its own capital stock
provided that it does not use its funds or property for the purchase of its
own shares of capital stock when such use will cause any impairment of its
capital, except where otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it are not voted upon directly
or indirectly.
ARTICLE V
The amount of stated capital with which the corporation will commence business
is at least One Thousand Dollars ($1,000.00).
ARTICLE VI
The Board of Directors of the corporation is hereby authorized to fix
and determine and to vary the amount of working capital or the corporation,
to determine whether any and, if any, what part of its surplus, however
created or arising, shall be used or disposed of or declared in dividends or
paid to shareholders, and without action by the shareholders, to use and
apply such surplus or any part thereof at any time or from time to time in
the purchase or acquisition of shares of any class, voting trust certificates
for shares, bonds, debentures, notes, script, warrants, obligations,
evidences of indebtedness of the corporation or other securities of the
corporation, to such extent or amount and in such manner and upon such terms
as the Board of Directors of the corporation shall deem expedient to the
extent not prohibited by law.
ARTICLE VII
Each officer, director or member of any committee designated by the
Board of Directors of the corporation shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of accounts or
reports made to the corporation by any of its officers or employees or by an
independent public accountant or by an appraiser selected with reasonable
care by the Board of Directors of the corporation or by any such committee or
in relying in good faith upon other records of the corporation.
ARTICLE VIII
The number of directors constituting the Board of Directors is eight (8),
and the names and addresses of the persons who are to serve as directors
until the annual meeting of shareholders or until their successors are
elected and shall qualify are:
Richard L. Calvin John Holowach
P.O. Box 88 2081 Canfield Road
Canfield, Ohio 44406 Youngstown, Ohio 44511
James Centofanti Joseph O. Lane
8943 Knauf Road 1350 Niles Canf Rd.
Canfield, Ohio 44406 Mineral Ridge, Ohio 44440
Fred A. Coope Rollin F. Schreiber
17 Court Street P.O. Box 65
Canfield, Ohio 44406 North Jackson, Ohio 44491
William D. Stewart Myron R. Williams
248 Bradford Drive P.O. Box 74
Canfield, Ohio 44406 Canfield, Ohio 44406
David W. Yeany
740 Squirrel Hill
Youngstown, Ohio
After the terms of the initial Board of Directors, the Board shall consist of
such number of directors as shall be fixed and determined by the Code of
Regulations of the corporation.
ARTICLE IX
The names and addresses of the incorporators of Farmers National Banc Corp are:
Rollin F. Schreiber Myron R. Williams
P.O. Box 65 147 Court Street
North Jackson, Ohio 44451 Canfield, Ohio 44406
John Holowach William D. Stewart
2081 Canfield Road 248 Bradford Drive
Youngstown, Ohio 44511 Canfield, Ohio 44406
Joseph 0. Lane
50 South Main Street
Mineral Ridge, Ohio 44440
ARTICLE X
A. In the absence of fraud, no contract or other transaction
between the corporation and any other person, corporation, firm, syndicate,
association, partnership, or joint venture shall be wholly or partially
invalidated or otherwise affected by reason of the fact that one or more of
the directors of the corporation are or become directors or officers of such
other corporation, firm, syndicate or association, or members of such
partnership or joint venture, or are pecuniarily or otherwise interested
in such contract or transaction, provided, that the fact such director or
directors of the corporation are so situated or so interested or both, shall
be disclosed or shall have been known to the Board or Directors of the
corporation. Any director or directors of the corporation who is (are) also
a director or officer of such other corporation, firm, syndicate or
association, or a member of such partnership, or joint venture, or is
pecuniarily or otherwise interested in such contract or transaction, may be
counted for the purpose of determining the existence of a quorum at any
meeting of the Board of Directors which shall authorize any such contract or
transaction and, in the absence of fraud, and as long as he acts in good
faith, any such director may vote thereat to authorize any such contract or
transaction with like force and effect as if he were not a director of
officer of such corporation, firm, syndicate or association, or a member of
such partnership or joint venture, or pecuniarily or otherwise interested
in such contract or transaction.
B. The corporation shall have power to, and may (in addition to
such other power conferred by law) indemnify any shareholder, officer, or
director of the corporation who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, administrative or investigative, by reason of
the fact that he is or was a director of this corporation, or any
corporation (hereinafter referred to as "subsidiary corporation") of which
more than 50 per cent of the issued and outstanding shares of common stock
was or is owned by the corporation at the tine such person was or is serving
as such director of the subsidiary corporation," against expenses (including
those reasonably incurred by him) in connection with such action, suit and
proceeding if the principal issue of such action, suit or proceeding
involved or involves a contract or transaction by and between the corporation
and such "subsidiary corporation" and if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the "subsidiary corporation". Any indemnification as above provided
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the standard of conduct set forth above
has been met. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding; or (b) if such a quorum is not
obtainable, or even if obtainable, if a majority vote of a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by a majority of a quorum of the shareholders of the
corporation consisting of shareholders who were not parties to such action,
suit or proceeding.
ARTICLE XI
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an Executive
Committee, which committee shall have and may exercise, to the extent
provided by law, all of the authority of the Board of Directors in the
management of the corporation. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed upon it or
him by law.
ARTICLE XII
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation. "No shareholder shall
have the right to vote cumulatively in the election of Directors."
ARTICLE XIII
Upon the offering or sale for cash of shares of stock of the corporation,
each shareholder shall have the right, during a reasonable time, and on
reasonable terms fixed by the directors, to purchase such shares in proportion
to their respective holdings of shares of the corporation, unless the shares
offered or sold are: (a) treasury shares; (b) issued as a share dividend; (c)
issued or agreed to be issued for consideration other than money; (d) issued
by the Board of Directors; (e) issued or agreed to be issued upon conversion
of convertible shares authorized in the Articles' or upon exercise of the
conversion rights conferred and authorized by the Board of Directors; (f)
offered to shareholders in satisfaction of their pre-emptive rights and not
purchased by such shareholders, and thereupon issued and agreed to be issued
for a consideration not less than that at which such shares were so offered
to such shareholders, less reasonable expenses, compensation or discount
paid or allowed for sale,
underwriting or purchase of such shares, unless by the affirmative vote or
written order of the holders of two-thirds of the shares otherwise entitled
to such pre-emptive rights, if pre-emptive rights are restored as to any of
such shares not theretofore issued or agreed to be issued; (g) released from
pre-emptive rights by the affirmative vote or written consent of the holders
of two-thirds of the shares entitled to such pre-emptive rights. Any such
vote or consent shall be entered into the records of the corporation and
shall be binding on all shareholders and their transferees for the tine
specified in such vote or consent up to but not exceeding one year, and shall
protect all persons who within such time acquire The shares or options on or
conversion or other rights with respect to the shares so released; (h)
released from pre-emptive rights by the affirmative vote or written consent
of the holders of a majority of the shares entitled to such pre-emptive
rights, for offering and sale, or the grant of options with respect thereto,
to any or all employees of The corporation or its subsidiary corporations or
to a trustee on their behalf, under a plan adopted or to be adopted by the
directors for that purpose.
The above paragraph notwithstanding, there are no pre-emptive rights
when this corporation issues or offers securities in exchange for the
outstanding securities of another corporation. Pre-emptive rights apply only
to when this corporation sells, or offers for sale, securities for cash.
There shall be no pre-emptive rights when this corporation issues or
offers securities pursuant to the terms of a duly adopted dividend
reinvestment plan.
ARTICLE XIV
The Board of Directors of the corporation may authorize any mortgage,
deed of trust, pledge, or hypothecation of all or any part of the property of
the corporation, real or personal, for the purpose of securing the payment or
performance of any contract, note, bond or other obligation of the
corporation, by obtaining prior shareholder approval of any and each such
mortgage, deed of trust, pledge, or other hypothecation, by the vote or
written consent of the holders of 75 per cent of the issued and outstanding
common shares of stock of the corporation and 75 per cent or the issued and
outstanding preferred shares or other class of shares of the corporation, and
not otherwise.
ARTICLE XV
A. CONTROL SHARE ACQUISITIONS:
(1) Requirement of shareholder Approval. If any person,
partnership, corporation, trust, association or other entity, acting
individually, collectively or in concert with a joint or common interest
(hereinafter referred to as "acquiring entity") seeks to acquire, directly or
indirectly, shares of this corporation which would entitle such acquiring
entity, immediately after such acquisition, either directly or indirectly,
alone or with others, to exercise or direct the exercise of 10 per cent or
more of the voting power of this corporation exerciseable on amendments to
these Articles, then such proposed acquisition, including any tender offer,
bid, option, solicitation or agreement to purchase, (hereinafter called a
"control share acquisition";) shall not be made until after the acquiring
entity has obtained prior authorization of the shareholders of this
corporation at a special meeting called for that purpose.
(2) Notice by Acquiring Entity. The Board of Directors of this
corporation shall call a special meeting of shareholders to be held within
fifty (50) days after the receipt by this Corporation of a statement from the
acquiring entity delivered to this corporation at its principal place of
business in Canfield, Ohio setting forth (i) the identity of the acquiring
entity; (ii) the fact that the statement is delivered pursuant to this
Article; (iii) the number or shares or this corporation owned directly or
indirectly by the acquiring entity; (iv) a description in reasonable
detail of the price, consideration, number of shares to be acquired, terms
and provisions or the proposed control share acquisition; and (v)
representations of the acquiring entity, together with a statement in
reasonable detail of the facts on which they are based, that the acquiring
entity has received all necessary regulatory approvals and consents to make
such control share acquisition, that the proposed control share acquisition
if consummated, will not be contrary to law, and that the acquiring entity
has the financial capacity and cash, securities or other consideration
necessary to make the proposed control share acquisition. The Board of
Directors shall have no obligation to call such a meeting if it determines in
good faith by a vote of at least two-thirds of the entire Board that the
proposed control share acquisition is contrary to law or cannot be
consummated for financial reasons.
(3) Required Vote. A control share acquisition may not be made
or consummated until the proposed control share acquisition has been approved
by the shareholders of this corporation at a special meeting called for such
purpose with the necessary vote as herein prescribed. If the Board of
Directors, by a vote of at least two-thirds of the entire Board, determines
that the proposed control share acquisition will be made to all of this
corporation's shareholders at the same time on a uniform and fair basis, for
all of the outstanding shares of this corporation, (other than those shares
which are already owned by the acquiring entity), then the proposed control
share acquisition must be approved by the affirmative vote of the
holders of shares of this corporation entitling them to exercise at least a
two-thirds majority of the voting power of this corporation exerciseable on
amendments to these Articles and by the affirmative vote of the holders of
shares of this corporation entitling them to exercise at least a two-thirds
majority of such voting power excluding (i) shares which are already owned by
the acquiring entity; (ii) shares which the acquiring entity has the right
to vote, acquire, or control; and (iii) shares owned by employees of this
corporation who are also directors of this corporation. Unless such a
determination is made by the requisite vote of the Board of Directors, the
proposed control share acquisition must be approved by the affirmative vote of
the holders of shares of this corporation entitling them to exercise at least
80 per cent of the voting power of this corporation exerciseable on
amendments to these Articles and by the affirmative vote or the holders of
shares of this corporation entitling them to exercise at least 80 per cent of
that portion of such voting power excluding (i) the shares which are already
owned by the acquiring entity; (ii) shares which the acquiring entity has the
right to vote, acquire, or control; and (iii) shares owned by employees of
this corporation who are also directors of this corporation.
(4) Consummation of Control Share Acquisition. My such control
share acquisition which is authorized as aforesaid must be consummated in
accordance with the terms set forth in the acquiring entity's notice to this
corporation within 180 days following such shareholder approval.
(5) Violation of Restriction: Exclusion from Voting. Any
shares acquired in a control share acquisition not authorized as provided
herein shall be excluded from voting in any subsequent meeting of the
shareholders of this corporation.
(6) Violation of Restriction: Stop transfer Instructions. The
Secretary of this corporation shall direct the transfer agent of shares of
the corporation to refuse to transfer shares on the books of this corporation
which represent shares acquired in a control share acquisition not authorized
as provided herein.
(7) Exceptions. This Section shall not apply to any control
share acquisition consummated in accordance with Section 1701.831 of the Ohio
Revised Code on or before the effective date of this amendment to the Articles
of Incorporation and thereafter this Article shall not apply if the control
share acquisition is consummated in any of the following circumstances:
(a) pursuant to a Business Combination effected in
compliance with Section B of this Article and with the Ohio
Revised Code;
(b) pursuant to the laws of descent and distribution;
(c) pursuant to the satisfaction of any pledge or other
security interest created in good faith and not for the
purpose of circumventing this Section.
(8) Relation to section 1701.831 of the Ohio Revised Code.
Section 1701.831 of the Ohio Revised Code shall not apply to this corporation;
provided, however, that if this Article shall be declared illegal or
unenforceable, then Section 1701.831 of the Ohio Revised Code shall apply to
this corporation.
B. BUSINESS COMBINATIONS:
(1) Requirement of Shareholder Approval. No Business Combination,
as hereinafter defined, may be consummated except upon approval by the
affirmative vote of the holders of shares of this corporation entitling them
to exercise at least 80 per cent of the voting power of this corporation
exerciseable on amendments to these Articles; provided, however, that
Business Combination which has been approved by a vote of at least two-thirds
of the disinterested directors of this corporation, and which has been
determined by such directors to be fair and equitable to all the shareholders
of this corporation, may be consummated if it has been approved by the
affirmative vote of the holders of shares of this corporation entitling them
to exercise at least a two-thirds majority of the voting power of this
corporation exercisable on amendments to these Articles. A director shall be
deemed to be disinterested if immediately prior to the consummation of the
Business Combination he is not an affiliate of any of the other parties to
the Business Combination. For the purpose of this Section an affiliate shall
mean any person controlling, controlled by, or under common control with such
other party and shall include any person who owns shares of an acquiring
corporation representing ten per cent or more of the voting power of such
corporation.
(1) Definition of Business Combination. A Business Combination shall
include:
(a) A merger or consolidation of the corporation;
(b) Any sale, lease exchange, transfer or other disposition of all or
substantially all the assets of this corporation;
(c) The adoption of any plan of liquidation and dissolution of this
corporation; and
(d) Any reclassification of securities, recapitalization or
reorganization which would increase, directly or indirectly, the
proportionate equity interest or control by an acquiring entity; but
shall not include any such transaction with an entity controlled by
this corporation.
C. AMENDMENT:
This Article may only be amended, revised, or repealed and any provision
in the other Articles of Incorporation or in the Regulations which are
inconsistent with this Article may only be adopted by the affirmative vote of
the holders of shares of this corporation entitling them to exercise at least
75 per cent of the voting power of this corporation exerciseable on amendments
to these Articles.
Articles as Amended - last amendment 3/31/88
Amended: March 24, 1994
Amended: March 28, 1996
Amended: March 25, 1999
EXHIBIT 5
May 19, 1999
Farmers National Banc Corp
20 South Broad Street
Canfield, Ohio 44606
Dear Sirs:
We have acted as counsel to Farmers National Banc Corp. (the
"Corporation"), an Ohio corporation, in connection with the preparation of the
registration statement on Form S-3 to which this opinion is an exhibit (the
"Registration Statement"), which is being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
for the registration under the Act of 300,000 Common Shares of the Corporation
under the Corporation's Dividend Reinvestment Plan. Terms not otherwise
defined herein shall have the meanings assigned to them in the Registration
Statement.
We have reviewed originals or copies of (i) the Articles of
Incorporation (and all amendments thereto), Code of Regulations and other
corporate documents of the Corporation, (ii) certain resolutions of the Board
of Directors of the Corporation, and (iii) the Registration Statement and the
prospectus included therein (the "Prospectus"). In addition, we have reviewed
such other documents and have made such legal and factual inquiries as we have
deemed necessary or advisable for purposes of rendering the opinions set forth
below.
Based upon and subject to the foregoing we are of the opinion that:
1. The Corporation is duly organized and validly existing under
the laws of the State of Ohio; and
2. The Common Shares registered under the Registration Statement
have been duly authorized and, when issued and paid for as described
in the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Registration Statement and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
BISCHOFF, KENNEY & NIEHAUS
By: /s/ Charles D. Niehaus
Charles D. Niehaus
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Farmers National Banc Corp.
We consent to the incorporation by reference in this Registration
Statement of Farmers National Banc Corp. on Form S-3 of our report dated
January 19, 1999 incorporated by reference in the Annual Report on Form 10-K
of Farmers National Banc Corp for the year ended December 31, 1998 and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Hill, Barth & King, Inc.
HILL, BARTH & KING, INC.
May 19, 1999
EXHIBIT 99.1
P 1701.13 Authority of a Corporation.
(A) A corporation may sue and be sued.
(B) A corporation may adopt and alter a corporate seal and use the
same or a facsimile of the corporate seal, but failure to affix the corporate
seal shall not affect the validity of any instrument.
(C) At the request or direction of the United States government or
any agency of the United States government, a corporation may transact any
lawful business in aid of national defense or in the prosecution of any war
in which the nation is engaged.
(D) Unless otherwise provided in the articles, a corporation may take
property of any description, or any interest in property, by gift, devise, or
bequest, and may make donations for the public welfare or for charitable,
scientific, or educational purposes.
(E)
(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in respect
of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless, and only to
the extent that, the court of common pleas or the court in which
such action or suit was brought determines, upon application, that,
despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised
Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to
in division (E)(1) or (2) of this section, or in defense of any
claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in division (E)(1) or
(2) of this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this section
is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who
has performed services for the corporation or any person to be
indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and, within ten days after receipt of such notification,
such person shall have the right to petition the court of common pleas or the
court in which such action or suit was brought to review the reasonableness of
such determination.
(5)
(a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to
this division, that the provisions of this division do not apply
to the corporation and unless the only liability asserted against
a director in an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's
fees, incurred by a director in defending the action, suit, or
proceeding shall be paid by the corporation as they are incurred,
in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the corporation or
undertaken with reckless disregard for the best interests of the
corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending
any action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, may be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific
case, upon receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, member, manager, or agent to
repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters
of credit, or self-insurance, on behalf of or for any person who is or
was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director,
trustee, officer, employee, member, manager, or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, or a partnership, joint venture, trust, or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or
maintained with a person in which the corporation has a financial
interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of
expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5), (6), and
(7) of this section. Divisions (E)(1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director,
officer, employee, trustee, member, manager, or agent of such a
constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand
in the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
(F) In carrying out the purposes stated in its articles and subject
to limitations prescribed by law or in its articles, a corporation may:
(1) Purchase or otherwise acquire, lease as lessee, invest in, hold,
use, lease as lessor, encumber, sell, exchange, transfer, and
dispose of property of any description or any interest in such
property;
(2) Make contracts;
(3) Form or acquire the control of other corporations, domestic or
foreign, whether nonprofit or for profit;
(4) Be a partner, member, associate, or participant in other
enterprises or ventures, whether profit or nonprofit;
(5) Conduct its affairs in this state and elsewhere;
(6) Borrow money, and issue, sell, and pledge its notes, bonds, and
other evidences of indebtedness, and secure any of its obligations
by mortgage, pledge, or deed of trust of all or any of its
property, and guarantee or secure obligations of any person;
(7) Resist a change or potential change in control of the
corporation if the directors by a majority vote of a quorum
determine that the change or potential change is opposed to or not
in the best interests of the corporation:
(a) Upon consideration of the interests of the corporation's
shareholders and any of the matters set forth in division (E) of
section 1701.59 of the Revised Code; or
(b) Because the amount or nature of the indebtedness and other
obligations to which the corporation or any successor or the
property of either may become subject in connection with the
change or potential change in control provides reasonable
grounds to believe that, within a reasonable period of time, any
of the following would apply:
(i) The assets of the corporation or any successor would be or
become less than its liabilities plus its stated capital, if
any;
(ii) The corporation or any successor would be or become
insolvent;
(iii) Any voluntary or involuntary proceeding under the
federal bankruptcy laws concerning the corporation or any
successor would be commenced by any person.
(8) Do all things permitted by law and exercise all authority
within the purposes stated in its articles or incidental to its
articles.
(G) Irrespective of the purposes stated in its articles, but subject
to limitations stated in its articles, a corporation, in addition to
the authority conferred by division (F) of this section, may invest
its funds not currently needed in its business in any shares or other
securities, to such extent that as a result of the investment the
corporation shall not acquire control of another corporation,
business, or undertaking the activities and operations of which are
not incidental to the purposes stated in its articles.
(H) No lack of, or limitation upon, the authority of a corporation
shall be asserted in any action except (1) by the state in an action
by it against the corporation, (2) by or on behalf of the corporation
against a director, an officer, or any shareholder as such, (3) by a
shareholder as such or by or on behalf of the holders of shares of
any class against the corporation, a director, an officer, or any
shareholder as such, or (4) in an action involving an alleged
overissue of shares. This division shall apply to any action brought
in this state upon any contract made in this state by a foreign
corporation.
EXHIBIT 99.2
FARMERS NATIONAL BANC CORP.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
1. DIVIDEND REINVESTMENT.
FOR CURRENT SHAREHOLDERS ONLY
Full Reinvestment
[ ] I would like to reinvest cash dividends paid on ALL of
the shares of Common Stock held of record by me in the Plan or
credited to my account under the Plan, for the purchase of
additional shares of Common Stock.
Partial Reinvestment
[ ] I would like to receive cash dividends paid on
____ whole shares of Common Stock held of record by me in the
Plan or credited to my account. I acknowledge that dividends
paid on all other shares of Common Stock held of record by me
in the Plan or credited to my account under the Plan will be
reinvested for the purchase of additional shares of Common
Stock.
2. INITIAL SUPPLEMENTAL INVESTMENT (Optional).
FOR CURRENT PLAN PARTICIPANTS
[ ] Enclosed is my check or money order for $____ ($1,000
maximum per quarter) payable to "Farmers National Bank of
Canfield, Administrator for the Farmers National Banc Corp.
Dividend Reinvestment Plan" for the purchase of shares of
Farmers National Banc Corp. Common Stock. I authorize Farmers
National Bank of Canfield (Administrator) to treat the
enclosed payment as an initial Supplemental Investment to be
used to purchase shares of Common Stock as provided in the
Plan. I understand that I am not required to make Supplemental
Investments now or at any other time.
3. AUTHORIZATION.
I hereby appoint the Administrator as my agent under the terms
and conditions of the Farmers National Banc Corp. Dividend
Reinvestment Plan, to receive any cash dividends that may
become payable to me on all of the shares of Farmers National
Banc Corp. Common Stock as to which this authorization is
made and to apply such dividends and any initial supplemental
Investments to the purchase of shares as provided in the
Plan.
I hereby represent and confirm that I am the record holder
(and, unless the broker/nominee form below is completed, the
sole beneficial owner) of all of the shares of Farmers
National Banc Corp. Common Stock as to which this
authorization is made and that my principal residence is in
the state or country shown below. I hereby undertake to
promptly notify the Administrator if my state or country of
residence changes.
I understand that I may revoke this authorization at any time
by notifying the Administrator in writing of my desire to
terminate my participation.
Date
Shareholder Name
(print or type)
Signature X
State or country (if other than the
United States)
of residence
Shareholder Name
(if jointly held) (print or type)
THIS IS NOT A PROXY
RETURN THIS FORM IF YOU WISH TO Signature X
JOIN THE PLAN. An addressed (if jointly held)
postage paid envelope is
provided for that purpose. State or country (if other than the
United States) of residence
All owners of joint registration
must sign. When signing as (if jointly held)
trustee, guardian, executor,
administrator, or corporate
officer, please give your full
title.
(If beneficial owner is other than the holder of record)
In addition to the above statements and representations, I hereby
represent and confirm that I am the broker or nominee of the beneficial owner
of certain shares of Common Stock of Farmers National Banc Corp. and that the
beneficial owner principally resides in the state or county (if other than
the United States) of . I hereby undertake to
promptly notify the Administrator if the state or county of residence of the
beneficial owner changes.
Broker or Nominee
EXHIBIT 99.3
FARMERS NATIONAL BANC CORP.
SHARE OWNER AUTHORIZATION FORM
FOR
OPTIONAL CASH CONTRIBUTION
SHAREOWNER:
PLEASE COMPLETE THE REVERSE OF THIS FORM AND RETURN WITH CHECK PRIOR TO
ANNOUNCED RECORD DATE.
(Front)
SHAREOWNER AUTHORIZATION FORM FOR OPTIONAL CASH CONTRIBUTION
FARMERS NATIONAL BANC CORP.
DOLLAR AMOUNT OF OPTIONAL CASH CONTRIBUTION $________ (not to exceed $1,000.00
per quarter)
The undersigned shareholder hereby represents that he/she is the legal owner
and holder of common stock of Farmers National Banc Corp. (Corporation)
registered in his/her name on the books of the corporation, and hereby
authorizes First National Bank of Canfield (Administrator) to invest the
above stated optional cash contribution into participating shares of
Corporation's Dividend Reinvestment Plan. Furthermore, the undersigned
hereby represents that the above stated dollar amount of optional cash
contribution has been fully paid to Corporation and is non-assessable.
DATE:
Signature of Share Owner
NOTE: After deciding the amount of your optional cash contribution,
please mail this form and your check to Farmers National Bank of
Canfield, Administrator for the Farmers National Banc Corp.
Dividend Reinvestment Plan, 20 South Broad Street, Canfield, Ohio,
44406, prior to the next dividend record date. This will ensure
that your contribution will be applied to the purchase of
additional shares for the next dividend period in accordance with
the Plan.
* *SIGNED FORM MUST ACCOMPANY EACH CONTRIBUTION**
(Back)
EXHIBIT 99.4
FARMERS NATIONAL BANC CORP.
REQUEST FOR CHANGE
DIVIDEND REINVESTMENT PLAN SAFEKEEPING ACCOUNT
Please make the following change(s) in my Dividend Reinvestment Plan
Safekeeping Account:
Withdraw and issue ____ shares from my Dividend Reinvestment Plan
Safekeeping Account and mail certificate to the address below.
Deposit certificate(s) no(s). ______________________________ totaling
_______________ shares to my Dividend Reinvestment Plan Safekeeping
Account.
Transfer _____ shares from account no. _______________ in the name(s)
of_______________________________ to account no. __________________
in the name(s) of _________________________________________________.
Terminate my participation in the Dividend Reinvestment Plan. Please
issue a certificate for full shares and a check for fractional shares
and mail to address below.
Change the address on account no. ________________ in the name(s) of
. (New address is
listed below.)
Date:
*Signature
Signature
Address: SIGNATURE GUARANTEED:
FNBC change by ____ Date _______
* If the shares are registered in more than one name (i.e., joint tenants,
trustee, etc.), all registered holders must sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title.
