SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminatry Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
EXCHANGE BANCSHARES, INC.
-------------------------
(Name of Registrant as Specified in Its Charter)
EXCHANGE BANCSHARES, INC.
-------------------------------------
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transition applies:
N/A
2) Aggregate number of securities to which transition applies:
N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.
N/A
4) Proposed maximum aggregate value of transaction:
N/A
5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials
N/A
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
N/A
2) Form, Schedule or Registration Statement No.:
N/A
3) Filing Party:
N/A
4) Date Filed:
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<PAGE>
EXCHANGE BANCSHARES, INC.
237 Main Street
Luckey, Ohio 43443-0177
Telephone: (419) 833-3401
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To The Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of
Exchange Bancshares, Inc. will be held on Wednesday, May 17, 2000 at
Eastwood High School, 4900 Sugar Ridge Road, Pemberville, Ohio at 7:30 p.m.
immediately following the dinner for shareholders to be held at 6:30 p.m.
The meeting is for the following purposes:
1. To elect three Class II Directors of Exchange Bancshares, Inc., each
for a three year term expiring in 2003.
2. To ratify the selection of Robb, Dixon, Francis, Davis, Oneson and
Company as the Company's independent certified public accountants for
the fiscal year ending December 31, 2000.
3. To act on such other matters that may properly come before the
Annual Meeting of Shareholders and any adjournment or postponement
thereof.
Your attention is directed to the Proxy Statement accompanying this Notice
for a more complete description of the matters to be acted upon at the Meeting
and the voting recommendations of Management. The 1999 Annual Report of
Exchange Bancshares, Inc. is also enclosed. Shareholders of record at the
close of business on March 15, 2000 are entitled to receive notice of and to
vote at the Meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ Marion Layman
----------------------------------
Marion Layman
Chairman and Chief Executive Officer
Luckey, Ohio
April 14, 2000
IMPORTANT
PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID, ADDRESSED ENVELOPE, OR
OTHERWISE BY DELIVERY TO PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
AS EXCHANGE BANCSHARES, INC. AT P.O. BOX 177, LUCKEY, OHIO 43443, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING. IF YOU ATTEND THE MEETING AND SO DESIRE,
YOU MAY WITHDRAW YOUR PROXY BY GIVING A WRITTEN NOTICE OF REVOCATION AND
VOTING IN PERSON.
<PAGE>
EXCHANGE BANCSHARES, INC.
237 Main Street
Luckey, Ohio 43443-0177
Telephone: (419) 833-3401
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors and Management
of Exchange Bancshares, Inc. (the "Company"), the sole shareholder of The
Exchange Bank (the "Bank"), in connection with the solicitation of proxies to
be voted at the Company?s 2000 Annual Meeting of Shareholders, which will be
held at 7:30 p.m. immediately following the 6:30 p.m. dinner for the
shareholders on Wednesday, May 17, 2000 at Eastwood High School, 4900 Sugar
Ridge Road, Pemberville, Ohio, 43450, (the "Meeting").
The close of business on March 15, 2000 has been designated as the record
date for the determination of shareholders entitled to receive notice of and
to vote at the Meeting. As of that date, 552,239 shares of the Company's
Common Stock, par value $5.00 per share, were issued and outstanding. Each
shareholder will be entitled to one vote for each share of Common Stock
registered in his or her name on the books of the Company on the close of
business on March 15, 2000 on all matters that come before the Meeting.
Any proxy delivered pursuant to this solicitation may be revoked, at the
option of the person executing the proxy, at any time before it is voted by
delivering a signed revocation to the Company, by submitting a later-dated
proxy, or by attending the meeting in person and casting a ballot. If proxies
are signed and returned without voting instructions, the shares represented by
the proxies will be voted as recommended by the Board of Directors.
A majority of the voting power of the Company must be represented at the
Meeting in person or by proxy to constitute a quorum for the transaction of
business. Abstentions and broker nonvotes on any proposal are voted neither
"for" nor "against" the proposal. Whereas abstentions on any proposal are
counted in the determination of a quorum for that proposal, broker nonvotes
are not so counted.
The cost of soliciting proxies will be borne by the Company. In addition
to the use of the mails, proxies may be solicited personally or by telephone
by regular employees of the Company. The Company will not pay any additional
compensation for the solicitation of proxies, but may reimburse brokers and
other persons holding stock in their names, or in the names of nominees, for
their expense in sending proxy materials to their principals and obtaining
their proxies. The approximate date on which this Proxy Statement and
enclosed form of proxy has been first mailed to shareholders is April 14,
2000.
The Annual Report of the Company for the fiscal year ended December 31,
1999 is enclosed with this Proxy Statement.
<PAGE>
ELECTION OF DIRECTORS
General
- - -------
The Articles of Incorporation of the Company provide that the Board of
Directors be divided into three classes with three directors in each class and
a term of office of three of only one class expiring in each year. At each
annual meeting of shareholders, Directors chosen to succeed those directors
whose terms have then expired are elected for a term of office expiring at the
third succeeding annual meeting of the shareholders after their election. The
Company currently has nine Directors, with three Directors in Class I with
terms expiring in 2002, three Directors in Class II with terms expiring in
2000, and three Directors in Class III with terms expiring in 2001.
Election of Directors in Class II
- - ---------------------------------
The terms of office of Cecil R. Adkins, Norma J. Christen, and Donald H.
Lusher, the three Directors in Class II, will expire at the 2000 annual
meeting of shareholders upon the election and qualification of their
successors. Mr. Adkins, Mrs. Christen, and Mr. Lusher have all been
nominated by the Board of Directors to serve additional three-year terms.
Under Section 1.12 of the Company?s Code of Regulations, shareholders desiring
to nominate a candidate for election as Directors must deliver a written stateme
nt to the Board of Directors setting forth the candidate?s name, qualification
and background not less than sixty (60) days prior to the meeting in
question. No additional nominations have been received for the 2000 annual
meeting.
Additional information concerning Mr. Adkins, Mrs. Christen and Mr. Lusher,
and the continuing Directors of the Company is provided below. The Board of
Directors and Management recommend that you vote FOR the election of such
nominees as Class II Directors of the Company. In the event that any of these
nominees should be unable to serve once elected, which is not anticipated, the
proxy committee, which consists of A. John Moore, Sharon Hoffman, and Jeffrey
Cross, will vote for such other person or persons for the office of Director
as the Board of Directors may recommend.
In the election of directors, shareholders do not have cumulative voting
rights. Without cumulative voting, the total number of votes that may be cast
for any nominee by any shareholder may not exceed the number of shares that
the shareholder is authorized to vote at the meeting. The persons receiving
the greatest number of votes will be elected as Directors. Only votes in
favor of a candidate are counted for such purpose, without any reduction for
votes withheld from or cast against the particular candidate.
Information Regarding Nominees and Continuing Directors
- - -------------------------------------------------------
The following table provides certain information concerning the background
and share ownership of the Class II nominees and the continuing Directors of
the Company, as well as the share ownership of all directors and executive
officers of the Company.
<TABLE>
<CAPTION>
Principal
Name of Nominee Occupation Beneficial
or Continuing During Past Director Ownership of % of
Director Age Five Years Since Common Stock (2) Class
-------- --- ---------- ----- ---------------- -----
CLASS II NOMINEE DIRECTORS --- TERM EXPIRES IN 2000
<S> <C> <C> <C> <C> <C> <C>
Cecil R. Adkins 71 Self Employed in manufactured 1989 (1) 2,092 (3) 0.38%
Housing and developer
Norma J. Christen 70 Restaurant Owner 1996 23,996 4.35%
Donald H. Lusher 74 Owner and maintains 1970 (1) 3,116 (5) 0.56%
Real estate rentals
</TABLE>
<PAGE>
CLASS III - CONTINUING DIRECTORS - TERM EXPIRES IN 2001
<TABLE>
<CAPTION>
Name of Nominee Principal Occupation Beneficial
or Continuing During Past Director Ownership of % of
Director Age Five Years Since Common Stock Class
-------- --- ---------- ----- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Joseph R. Hirzel 62 Corporate Secretary of 1989 (1) 2,428 (4) 0.44%
Hirzel Canning Co.
Rolland I. Huss 70 Farm Owner and Operator 1977 (1) 28,784 (6) 5.21%
Marion Layman 74 Chairman, The Exchange Bank 1962 (1) 14,112 (7) 2.56%
and Chairman, President, and CEO
of Exchange Bancshares, Inc.
CLASS I CONTINUING DIRECTORS - TERM EXPIRES IN 2002
Donald P. Gerke 57 Educator 1995 3,505 (9) 0.63%
David G. Marsh 43 Funeral Director 1996 (1) 380 (8) 0.07%
Edmund J. Miller 57 Television Broadcasting 1995 2,582 (10) 0.47%
Engineer
All Directors and Executive
Officers as a Group
(9 Persons) 80,995 14.67%
</TABLE>
- - -------------------------------
(1) Directorships were with the Bank alone until 1993 and with the Bank
and the Company since such date. Mr. Marsh was elected to the
Company Board in 1994. Mr. Gerke and Mr. Miller were elected to the
Company Board in 1995.
Mrs. Christen was elected to the Company Board in 1996. The
reorganization of the Bank as a subsidiary of the Holding Company was
completed January 3, 1994.
(2) All shares are held of record with sole voting and investment power
unless otherwise indicated. Beneficial ownership numbers are as of
December 31, 1999.
(3) Includes 1,640 shares jointly owned by Mr. Adkin's wife.
(4) Includes 164 shares owned by Mr. Hirzel's wife.
(5) Owned jointly with Mr. Lusher's wife.
(6) Includes 514 shares owned by Mr. Huss' wife and 80 shares owned
jointly with two grandchildren.
(7) Includes 5,132 shares owned by Mr. Layman's wife.
(8) Owned jointly with Mr. Marsh's wife.
(9) Includes 3,333 shares owned by The Gerke Family Trust.
(10) Includes 441 owned jointly with 2 children, 1,007 owned jointly with
wife and 236 owned by Mr. Miller's wife.
Cecil R. Adkins
Cecil R. Adkins has served on the Board of Directors of the Bank since
1989 and the Company since 1993. Mr. Adkins is self-employed in the
manufactured housing industry and developing.
Norma J. Christen
Norma J. Christen has served on the Board of Directors of the Company
since 1996. She has owned and operated a restaurant since 1983.
Donald H. Lusher
Donald H. Lusher has served on the Board of Directors of the Bank since
1970 and the Company since 1993. Mr. Lusher owns and maintains real estate
rental properties.
Joseph R. Hirzel
Joseph R. Hirzel has served on the Board of Directors of the Bank since
1989 and the Company since 1993. Mr. Hirzel is the Corporate Secretary of
the Hirzel Canning Company and serves as Secretary and Treasurer of the
Company.
Rolland I. Huss
Rolland I. Huss has served on the Board of Directors of the Bank since
1977 and the Company since 1993. Mr. Huss is a farm owner and operator and
serves as Vice Chairman of the Company.
Marion Layman
Marion Layman has served on the Board of Directors of the Bank since 1962
and the Company since 1993. Mr. Layman is Chairman of the Board of The
Exchange Bank and Chairman, President and Chief Executive Officer of the
Company.
Donald A. Gerke
Donald A. Gerke has served on the Board of Directors of the Bank since
1994 and the Company since 1995. Mr. Gerke is an educator, having taught
high school mathematics and presently is a part time mathematics instructor
at Bowling Green State University.
David G. Marsh
David G. Marsh has served on the Board of Directors of the Bank since 1993
and the Company since 1994. Mr. Marsh is president of Brossia-Marsh Funeral
Home, Inc.
Edmund J. Miller
Edmund J. Miller has served on the Board of Directors of the Company since
1995 and the Bank since 1996. Mr. Miller is a television broadcast engineer
with Cosmos Broadcasting, WTOL television.
No family relationships exist between the Company's Directors, nominees
and executive officers. There are no arrangements or understandings between
any Director or nominee and any other person concerning service or nomination
as a Director.
The Board of Directors of the Company met five (5) times during 1999.
Each director attended at least seventy-five percent (75%) of such meetings.
The Company has no Board Committees. Non-employee Directors of the Company
receive $225.00 for each meeting attended. Employee directors are not
compensated separately for Board activities.
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
Principal Occupation
Name Age Position During Past Five Years
<S> <C> <C> <C> <C>
Marion Layman 74 Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
of The Exchange Bank and
Chairman and President of Exchange
Bancshares, Inc.
Rolland I. Huss 70 Vice Chairman Farm owner and farm operator
Joseph R. Hirzel 62 Secretary and Treasurer Corporate Secretary of
Hirzel Canning Co.
</TABLE>
Executive Officers serve at the pleasure of the Board of Directors and
until their successors are appointed. They have no definite terms of office.
EXECUTIVE COMPENSATION
The following table sets forth information as to the compensation paid or
accrued by the Company or the Bank during 1999, 1998, and 1997 for Mr. Marion
Layman, Chairman, President and Chief Executive Officer of the Company. No
executive officer of the Company received compensation for services to the
Company or the Bank during 1999 in excess of $100,000.
SUMMARY COMPENSATION TABLE
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<TABLE>
<CAPTION>
Long Term
Compensation All Other
Annual Compensation Awards Compensation (1)
------------------- ------- ----------------
Name and Principal Other Annual Restriced
Position Year Salary Bonus Compensation (1) Stock Award Options
<S> <C> <C> <C> <C> <C> <C>
Marion Layman, 1999 $53,903 N/A N/A N/A N/A
Chairman, President 1998 $50,525 N/A N/A N/A N/A
and Chief Executive 1997 $48,816 N/A N/A N/A N/A
Officer
</TABLE>
- - ------------------
(1) No other compensation was provided to Mr. Layman for services to the
Company or the Bank during 1999, 1998, or 1997 in amounts sufficient to
require disclosure.
<PAGE>
PRINCIPAL SHAREHOLDERS
Under Section 13(d) of the Securities Exchange Act of 1934 and the rules
promulgated thereunder, a beneficial owner of security is any person who
directly or indirectly has or shares voting power or investment power over
such security. Such beneficial owner under this definition need not enjoy the
economic benefit of such securities. To the knowledge of Management, the only
persons or entities who have beneficial ownership, directly or indirectly, of
5% or more of the Company's Common Stock are as follows:
Name and Address of Beneficial Ownership
Beneficial Owner of Common Stock (1) Percent of Class
Rolland I. Huss 28,784 (2) 5.21%
1442 Middleton Pike
Luckey, Ohio 43443
Joanne R. Moran 33,996 (3) 6.16%
4912 Skelly Drive
Toledo, OH 43623
(1) All shares are held of record with sole voting and investment power
unless otherwise indicated. Beneficial ownership numbers are as of
December 31, 1999.
(2) Includes 514 shares owned by Mr. Huss' wife and 80 shares owned jointly
with two grandchildren.
(3) Includes 4,070 shares owned by Mrs. Moran's husband.
INDEBTEDNESS OF AND TRANSACTIONS WITH OFFICERS AND DIRECTORS
The Bank has had and expects to have banking transactions in the ordinary
course of business with Directors, officers and principal shareholders of the
Company and the Bank and associates of such persons on substantially the same
terms, including interest rates and collateral, as those prevailing at the
same time for comparable transactions with unrelated third parties and that do
not involve more than normal risk of collectability or present other
unfavorable features. The Company and the Bank also have had and expect to
have other transactions in the ordinary course of business with their
Directors, officers, principal shareholders and their associates on the same
terms as those prevailing at the same time for comparable transactions with
unrelated third parties.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and Directors and persons who own 10% or more of the
Company's common shares to file reports of ownership and changes in ownership
on Forms 3, 4 and 5 with the Securities and Exchange Commission. Officers,
Directors and 10% or greater shareholders are required by the Commission's
regulations to furnish the Company with copies of all Forms 3, 4 and 5 they
file. The same requirements applied to officers, Directors, and 10%
shareholders of the Bank prior to the holding company reorganization on
January 3, 1994, except that such Form 3, 4 and 5 reports were previously
filed with the Board of Governors of the Federal Reserve System.
RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Bank has engaged the firm of Robb, Dixon, Francis, David, Oneson and
Company, independent certified public accountants, to report upon the
financial statements in in the Annual Report submitted herewith.
Representatives of said firm are not required or expected to be in attendance
at the Annual Meeting. Other services performed for the Bank and the Company
by Robb, Dixon, Francis, Davis, Oneson and Company have included the
<PAGE>
preparation of the Company's federal income tax returns, the filing with the
Board of Governors of the Federal Reserve System of all reports required under
Regulation F of the Board of Governors, and assistance with the ongoing audit
and control program of the Bank. The Company and the Bank have selected the
firm of Robb, Dixon, Francis, Davis, Oneson and Company to report upon their
1999 financial statements. The Board of Directors of the Company recommends
that shareholders vote FOR the ratification of Robb, Dixon, Francis, Davis,
Oneson and Company as the Company's independent certified public accountants
for the fiscal year ended December 31, 2000.
OTHER BUSINESS
The Board of Directors is not aware of any business to come before the
Annual Meeting of the shareholders other than that described in the above
Proxy Statement and Notice of Annual Meeting of Shareholders. However, if
any other matters should properly come before the Annual Meeting, it is
intended that the proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
SHAREHOLDER PROPOSALS FOR PRESENTATION AT THE 2001 ANNUAL MEETING
The Board of Directors requests that any shareholder proposals intended
for presentation at the 2001 Annual Meeting be submitted to Marion Layman,
President and Chief Executive Officer, in writing no later than March 1, 2001
for consideration for inclusion in the Company's proxy materials for such
meeting.
AVAILABILITY OF FORM 10-KSB
Upon written request of any shareholder of record of the Company, the
Company will furnish without charge a copy of its Annual Report on Form
10-KSB as filed with the Securities and Exchange Commission for its year ended
December 31, 1999. All requests must be in writing and addressed to: Joseph R.
Hirzel, Secretary, Exchange Bancshares, Inc., P.O. Box 177, Luckey, Ohio
43443.
By Order of the Board of Directors
/s/ Marion Layman
-----------------------------------
Marion Layman, Chairman,
President and Chief Executive Officer
Luckey, Ohio
April 14, 2000
<PAGE>
EXCHANGE BANCSHARES, INC.
237 Main Street
Luckey, Ohio 43443-0177
Telephone: (419) 833-3401
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PROXY
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PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 17, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, having received notice of the Annual Meeting of
Shareholders of Exchange Bancshares, Inc. to be held at 7:30 p.m. immediately
following the 6:30 p.m. dinner for shareholders on Wednesday, May 17, 2000
hereby designates and appoints A. John Moore, Sharon Hoffman and Jeffrey Cross,
and each of them with authority to act without the others, as attorneys and
proxies for the undersigned, with full power of substitution, to vote all
shares of Common Stock, par value of $5.00 per share, of Exchange Bancshares,
Inc. that the undersigned is entitled to vote at such Meeting or at any
adjournment thereof, with all the powers the undersigned would possess if
personally present, such proxies being directed to vote as specified below
and in their discretion on any other business that may properly come before
the Meeting.
Proposal 1. To elect the following three (3) nominees. to Class II of the
Board of Directors of Exchange Bancshares, Inc.; Cecil R. Adkins,
Norma J. Christen and Donald H. Lusher.
________ FOR THE NOMINEES (EXCEPT AS MARKED BELOW)
________ WITHHOLD AUTHORITY FOR ONE OR MORE OF THE NOMINEES
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, ENTER THE NAME(S) ON
THE FOLLOWING LINE_______________________________________________________
Proposal 2. To ratify the selection of Robb, Dixon, Francis, Davis, Oneson
and Company as the Company's independent certified public
accountants for the fiscal year ended December 31, 2000.
________ FOR ________ AGAINST ________ ABSTAIN
The Board of Directors recommends a vote FOR the election of the named
nominees and FOR Proposal 2. Please make an "X" in one of the spaces provided
under each proposal.
THIS PROXY WILL BE VOTED: (1) AS DIRECTED ON THE MATTERS LISTED ABOVE;
(2) IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATION WHERE A CHOICE IS NOT
SPECIFIED; AND (3) IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES ON ANY
OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
The undersigned reserves the right to revoke this Proxy at any time
prior to the Proxy being voted at the Meeting. The Proxy may be revoked by
delivering a signed revocation to the Company at any time prior to the
Meeting, by submitting a later-dated Proxy, or by attending the Meeting in
person and casting a ballot. The undersigned hereby revokes any proxy
previously given to vote such shares at the Meeting.
Dated_____________________
__________________________ ________________________________
Print Name Signature of Shareholder
__________________________ _________________________________
Print Name Signature of Shareholder
(Please sign Proxy as your name appears on your stock certificate(s). JOINT
OWNERS SHOULD EACH SIGN PERSONALLY. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title as such.)
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
