<PAGE> 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
COBANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
COBANCORP INC.
124 MIDDLE AVENUE
ELYRIA, OHIO 44035-5631
PHONE: (216) 329-8000
OR: (800) 522-3034
TO OUR SHAREHOLDERS:
On behalf of the Board of Directors and management, we cordially invite you
to attend the Annual Meeting of Shareholders of CoBancorp Inc. (the
"Corporation") to be held at the Lorain County Community College,
Classroom/Conferencing Facility, 1005 North Abbe Road, Elyria, Ohio, on
Wednesday, April 19, 1995 at 11:00 a.m.
The notice of meeting and proxy statement accompanying this letter describe
the specific business to be acted upon.
In addition to the specific matters to be acted upon, there will be a report
on the operations of the Corporation and its wholly-owned subsidiary,
PREMIERBank & Trust. Directors and officers of the Corporation will be present
to respond to questions that shareholders may have.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend in person, you are requested to mark, sign, date and
promptly return the enclosed proxy in the envelope provided.
Very truly yours,
Robert T. Bowman John S. Kreighbaum
Chairman President and
Chief Executive Officer
Elyria, Ohio
March 29, 1995
1
<PAGE> 3
11. To ratify the appointment of the firm of Ernst & Young LLP to
serve as independent auditors for the Corporation for the year 1995.
12. To act upon such other matters as may properly come before the
Annual Meeting or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Annual Meeting.
Shareholders of record at the close of business on March 17, 1995, are the
only shareholders entitled to notice of and to vote at the Annual Meeting.
IMPORTANT: WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE MARK,
DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED, SELF-ADDRESSED
ENVELOPE AS PROMPTLY AS POSSIBLE. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON IF YOU ARE PRESENT AT THE ANNUAL MEETING.
COBANCORP INC.
By order of the Board of Directors
By:
Lois E. Gunning
Corporate Secretary
Elyria, Ohio
March 29, 1995
3
<PAGE> 4
COBANCORP INC.
124 MIDDLE AVENUE
ELYRIA, OHIO 44035-5631
PROXY STATEMENT
INFORMATION CONCERNING THE SOLICITATION
This proxy statement is furnished in connection with the solicitation of
proxies to be used at the Annual Shareholders' Meeting (the "Annual Meeting")
of CoBancorp Inc. to be held on April 19, 1995, and any adjournments thereof.
CoBancorp Inc. (hereinafter called the "Corporation") is a one-bank holding
company owning all of the stock of PREMIERBank & Trust (hereinafter called the
"Bank").
The solicitation of proxies in the enclosed form is made on behalf of the
Board of Directors of the Corporation. Whether or not you are able to attend
in person, it is important that your stock be represented at the Annual
Meeting. To make sure your shares are represented at the Annual Meeting,
please vote on each matter specified on the enclosed proxy card and return it
dated and signed in the enclosed prepaid envelope. The presence of a majority
of the outstanding shares of the Corporation's Common Stock in person or by
proxy is necessary to constitute a quorum of shareholders for all matters to be
considered at the Annual Meeting, other than the election of Directors. The
Corporation's Code of Regulations provides that shareholders present at a
meeting for election of directors constitute a quorum.
The cost of preparing, assembling and mailing the proxy material will be
borne by the Corporation. The Corporation does not intend to solicit proxies
otherwise than by use of the mails, but certain officers and regular employees
of the Corporation, or its subsidiary, without additional compensation, may use
their personal efforts, by telephone or otherwise, to obtain proxies. The
proxy materials are being mailed to shareholders on or before March 29, 1995.
Unless revoked, the shares represented by proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be revoked by (i)
filing written notice thereof with the Secretary of the Corporation at the
address above; (ii) submitting a duly executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of your
intention to vote in person. However, your mere presence at the Annual Meeting
will not operate to revoke your proxy.
The enclosed proxy solicited hereby, if properly signed and returned to the
Corporation and not revoked prior to its use, will be voted in accordance with
the instructions contained therein. IF NO CONTRARY INSTRUCTIONS ARE GIVEN,
EACH PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 AND 11
AS SET FORTH HEREIN.
4
<PAGE> 5
For the election of directors, a plurality of the votes cast shall be
sufficient to elect directors. For approval of the amendments to the Articles
of Incorporation, the affirmative vote of two-thirds of the issued and
outstanding shares is necessary. For approval of the amendments to the Code of
Regulations, the affirmative vote of a majority of the issued and outstanding
shares is necessary. For the ratification of directors and external auditors,
the affirmative vote of a majority of the shares represented and voting at the
meeting is required. Broker non-votes have no effect on the vote for the
election of directors.
For all proposals other than the election of directors, proxies marked as
abstaining will be treated as present at the Annual Meeting, but will not be
counted as voting in favor of such proposals. Accordingly, abstentions as to
these proposals will have the same effect as votes against adoption of these
proposals. Proxies returned by brokers as "non-votes" on behalf of shares held
in street name will also have the same effect as votes against the proposals
other than the election of directors.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Shareholder proposals must be received at the Corporation's Main Office, 124
Middle Avenue, Elyria, Ohio 44035-5631, on or before November 30, 1995, to be
eligible for presentation at the 1996 Annual Meeting of Shareholders.
OUTSTANDING VOTING SECURITIES
Only shareholders of record at the close of business on March 17, 1995, are
entitled to vote at the Annual Meeting. On that day there were issued and
outstanding 3,332,316 shares of common stock. Each share of common stock is
entitled to one vote except that votes may be cumulated for the election of
directors. However, in order to vote cumulatively at the Annual Meeting, a
shareholder must give written notice to the Corporate Secretary, Lois E.
Gunning, at least forty-eight (48) hours prior to the Annual Meeting. Failure
to provide such notice will result in a shareholder being unable to cumulate
his votes. In the event that there are not sufficient votes for a quorum or to
approve any proposal at the time of this Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies.
The Bank will not vote shares of CoBancorp Inc. stock held by it in any
fiduciary capacity unless so directed by the principal involved.
5
<PAGE> 6
BENEFICIAL OWNERSHIP
Persons and groups owning in excess of 5 percent of the Corporation's stock
are required to file certain reports regarding such ownership with the
Corporation and the Securities and Exchange Commission (the "SEC"). A person
who has or shares voting or investment power, or who has the right to acquire
ownership at any time within 60 days, is considered the beneficial owner of the
Corporation's stock.
<TABLE>
Listed in the following table are those, as of January 31, 1995, who are
known to the Corporation to be the beneficial owners of more than five percent
(5%) of the Corporation's outstanding common stock, no par value per share, and
the number of shares owned by directors and executive officers as a group. The
stock ownership of each director is set forth under the caption "Election of
Directors."
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert T. Bowman, Thomas P.
Haywood or Robert S. Cook
as Trustees
CoBancorp Inc. Employee
Stock Ownership Plan (ESOP)
124 Middle Avenue
Elyria, Ohio 44035 259,897 shares 7.80%
All directors and executive
officers as a group
(20 people) 285,695 shares (1) 8.57%
</TABLE>
(1) Includes allocated vested shares held in Employee Stock Ownership Plan
(ESOP) and 71,179 under option which are exercisable within 60 days.
ELECTION OF DIRECTORS
PROPOSALS 1, 2 AND 3: ELECTION OF DIRECTORS
The four (4) directors of CoBancorp Inc. in Class II will be reelected at
the Annual Meeting, each for a term which will expire at the Annual Meeting in
1998. Each director elected will continue in office until a successor has been
elected. If any nominee is unable to serve, which the Board of Directors has
no reason to expect, the persons named in the accompanying proxy intend to vote
for the balance of those named and for a substitute nominee recommended by the
Board of Directors.
6
<PAGE> 7
In addition, shareholders are asked to ratify the election of directors in
Class I (terms expiring at the 1997 Annual Meeting) and Class III (terms
expiring at the 1996 Annual Meeting). The Corporation is requesting
shareholder ratification of the election of directors in Classes I and III in
order to confirm shareholder exercise of the right to vote shares cumulatively
for the election of directors. Because no shareholder has held a sufficiently
large ownership position that would have ensured the election of a director
through the exercise of the shareholder's cumulative voting rights, the
Corporation does not believe that any shareholder's request to cumulate his
voting power would have had any effect on the outcome of elections of directors
in 1993 and 1994. Furthermore, any shareholder's exercise of cumulative voting
is based on compliance with certain procedural requirements including the
shareholder's notice in writing to the President, a Vice President or the
Secretary of the Corporation, not less than 48 hours before the time fixed for
holding a meeting of shareholders for the purpose of electing directors, that
he desires that the voting at such election shall be cumulative.
Notwithstanding the Board's belief that the exercise of cumulative voting
rights would not have affected the outcome of elections of directors in 1993
and 1994, the Corporation is seeking ratification of the elections in order to
ensure the satisfaction of all corporate formalities.
<TABLE>
The names of the nominees for directors of the Corporation and the
continuing directors are listed in the following table.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE.
<CAPTION>
Shares Percentage of
of Stock Common
Name and Principal CoBancorp Inc. Beneficially Stock
Occupation for the Director Owned as of (no par value)
Past Five Years (1) Age Since January 31, 1995 Outstanding
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS II
Nominees for Terms Ending in 1998
Garis F. Distelhorst 53 1988 5,053
President 1,898 (6)
NACSCORP, Inc. 402 (8) (9)
(Higher education book
and software distributor)
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
John S. Kreighbaum 48 1991 38,249 (2)(5)
President and 37,381 (4)
Chief Executive Officer 34 (8) 2.5%
CoBancorp Inc. and
PREMIERBank & Trust
Richard J. Stewart 66 1989 11,779
Chairman 1,269 (4) (9)
Stewart Appliances, Inc.
Richard A. Van Auken 60 1991 8,196 (3) (9)
President and
Chief Executive Officer
Jennings and Churella Construction Company
Shares Percentage of
of Stock Common
Name and Principal CoBancorp Inc. Beneficially Stock
Occupation for the Director Owned as of (no par value)
Past Five Years (1) Age Since January 31, 1995 Outstanding
------------------------------------------------------------------------------------------------------------------
CLASS I
Continuing Directors Whose Terms End in 1997
Theodore S. Altfeld 51 1988 8,165
Vice President 4,865 (4) (9)
EBM Group Corp.
(industrial supplies, steel
service center and scrap
recycling)
Robert S. Cook 60 1984 47,705 1.43%
Executive Vice President
R. W. Beckett Corporation
(manufacturer of oil burners)
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Michael B. Duffin 46 1984 3,413
President and Treasurer 774 (4)
Duffin Manufacturing Company 416 (3) (9)
(manufacturer of screw machine
products)
Shares Percentage of
of Stock Common
Name and Principal CoBancorp Inc. Beneficially Stock
Occupation for the Director Owned as of (no par value)
Past Five Years (1) Age Since February 28, 1994 Outstanding
-----------------------------------------------------------------------------------------------------------------
CLASS III
Continuing Directors Whose Terms End in 1996
Robert T. Bowman 69 1984 23,917 (2)
Chairman 8,077 (3)
CoBancorp Inc. and 20,044 (4) 1.56%
PREMIERBank & Trust
Maureen M. Cromling 46 1992 970 (9)
President and
Chief Executive Officer
Ross Environmental Services, Inc.
Thomas E. Haywood 45 1993 347
President and 113 (6) (9)
Chief Executive Officer
Brandau Jewelers, Inc.
Larry D. Jones 45 1993 364
President and 178 (7) (9)
Chief Executive Officer
Erie Shores Computer, Inc.
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C> <C> <C> <C>
A. E. Szambecki 47 1992 733
President and 1,499 (7)
Chief Executive Officer 1,062 (6) (9)
Hallrich, Inc.
(Pizza Hut restaurants)
<FN>
(1) Except as otherwise indicated, there has been no change in principal
occupation or employment during the past five years. Mr. Kreighbaum
joined CoBancorp Inc., and its subsidiary, PREMIERBank & Trust, as
President in January 1991. Mr. Kreighbaum most recently was the
President and Chief Executive Officer of The Delaware County Bank,
Delaware, Ohio from 1986 through 1990. Mr. Bowman was President and
Chief Executive Officer of CoBancorp Inc. and PREMIERBank & Trust until
he became Chairman in 1991.
(2) Includes shares owned directly and options which are exercisable.
(3) Beneficially owned and held in Trust.
(4) Owned by spouse.
(5) Includes allocated vested shares held in Employee Stock Ownership Plan
(ESOP).
(6) Held as custodian for minor child(ren).
(7) Joint tenant with spouse.
(8) Owned by child(ren).
(9) Less than 1%.
</TABLE>
10
<PAGE> 11
DIRECTORS' FEES
During 1994, no salaries or fees were paid by CoBancorp Inc. to its
directors or executive officers. All of the directors and executive officers
of the Corporation are also directors and officers of the Bank. Directors of
the Bank received $400 for each board meeting attended. Non-officer directors
of the Bank received $200 for each committee meeting attended.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors, which is responsible for the overall affairs of the
Corporation, conducts its business through meetings of the Board. The
Corporation's Board of Directors met ten times during fiscal year 1994. The
Corporation has no committees.
The Board of Directors of the Bank met twelve times for regularly scheduled
meetings. The Board of Directors of the Bank has a Loan Committee, an Audit
Committee, a Salary and Benefits Committee, a Nominating Committee, a
Facilities Committee, a Community Reinvestment Act Committee and a Trust
Committee.
The Loan Committee met twelve times during the last fiscal year to consider
credit commitments and review the quality of the loan portfolio. Members of
the Loan Committee were Theodore S. Altfeld, Robert T. Bowman, Robert S. Cook,
Michael B. Duffin, John S. Kreighbaum and Richard A. Van Auken. Alternate
committee members were Garis F. Distelhorst, Richard J. Stewart and A. E.
Szambecki.
The Audit Committee met three times during the last fiscal year with the
Bank's and Corporation's independent accountants, Ernst & Young LLP, to review
the previous fiscal year, scope of the audit and any additional items of
importance such as internal accounting procedures and controls. Members of the
Audit Committee were Theodore S. Altfeld, Michael B. Duffin and Larry D. Jones.
The Salary and Benefits Committee met three times during the last fiscal
year. This committee recommends the basic wage and salary administration of
the Bank and reviews compensation arrangements and benefits for all officers of
the Bank. Committee members were Robert S. Cook, Garis F. Distelhorst,
Michael B. Duffin and Richard A. Van Auken.
11
<PAGE> 12
The Nominating Committee met twice during the last fiscal year to identify
potential candidates for election to the Board of Directors. Nominating
Committee members were Robert T. Bowman, Maureen M. Cromling, Garis F.
Distelhorst, John S. Kreighbaum and A. E. Szambecki.
The Facilities Committee met three times in 1994. This committee is
responsible for long-range planning for the development of the physical
properties of the Corporation. Members of this committee were Robert T.
Bowman, Maureen M. Cromling, Garis F. Distelhorst, John S. Kreighbaum and A.
E. Szambecki.
The CRA Committee met nine times during 1994. This committee monitors and
coordinates the Bank's efforts to determine the community's banking needs,
develop products and services which meet those identified needs, market
products and services developed and ensure all individuals and segments of the
community are served in a non-discriminatory manner. Members of the committee
were Theodore S. Altfeld, Robert T. Bowman, Thomas E. Haywood, Larry D. Jones
and John S. Kreighbaum.
The Trust Committee met twelve times during 1994. This committee provides
guidance in such matters as trust investment practices and appropriate fee
structure. Members of the Trust Committee are Robert T. Bowman, Thomas E.
Haywood and Richard J. Stewart.
12
<PAGE> 13
<TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, certain Bank Executive Officers
during each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation All Other
Annual Compensation Awards Compensation
--------------------------- ------------- ------------
Securities
Name and Principal Underlying
Position Year Salary ($) Bonus ($) Options(#) ($)
-------------------------- ---- ---------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
John S. Kreighbaum 1994 182,016 48,500 0 16,173(1)(4)
President and Chief 1993 175,000 75,000 0 18,638(1)(2)
Executive Officer 1992 160,000 35,000 36,977(3) 9,399(1)
Timothy W. Esson 1994 106,008 34,506 11,133 6,215(1)
Executive Vice 1993 90,000 25,000 0 5,649(1)
President 1992 76,008 15,000 13,866(3) 5,136(1)
Robert J. Scott (5) 1994 95,004 16,000 6,471 3,718(1)
Senior Vice President 1993 68,538 10,000 0 1,902(1)
Director of Investment
Management and Trust
Services
<FN>
(1) As a result of the pension restatement, the Bank established an Executive Supplemental Income Plan (the "ESI" ) in 1985.
All officers of the Bank are covered by the ESI. The ESI was established to bring officer retirement to a more realistic
level of compensation. The cost is offset by proceeds from a life insurance contract of which the Bank is beneficiary.
(2) Includes director's fees and split-dollar insurance.
(3) Adjusted for a four-for-three stock split in 1994 and 1993, and a four percent stock dividend in 1992.
(4) Includes director's fees.
(5) Mr. Scott joined CoBancorp Inc., and its subsidiary, PREMIERBank and Trust in March 1993.
</TABLE>
13
<PAGE> 14
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
for
Option Term
Individual Grants (10 years) (1)
-------------------------------------------------------------------------------------- ---------------------------------
Number
of % of Total
Securities Options
Underlying Granted to
Options/ Employees Exercise or
Granted In Fiscal Base Price Expiration
Name (#) Year ($/Share) Date 5% ($) 10% ($)
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Timothy W. Esson 11,133 24% 22.75 11/15/2004 $159,283 $403,655
Robert J. Scott 6,471 14% 22.75 11/15/2004 $ 92,583 $234,623
The total number of shares granted to all officers as a group in 1994 was
46,017 shares.
(1) The dollar gains under these columns result from calculation assuming 5%
and 10% growth rates as set by the SEC and are not intended to forecast future
price appreciation of common stock of the Corporation. The gains reflect a
future value based upon growth at these prescribed rates. The Corporation did
not use an alternative formula for a grant date valuation, an approach which
would state gains at present, and therefore lower value. The Corporation is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors. It is important to
note that options have value to the listed executive and to all option
recipients only if the stock price advances beyond the grant date price shown
in the table during the effective option period.
</TABLE>
14
<PAGE> 15
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<CAPTION>
Number of Unexercised
Options Securities
Underlying at Fiscal
Year-End
(#) Value of Unexercised
Shares Acquired on Exercisable (E)/ In-the-Money Options
Name Exercise (#) Unexercisable (U) at Fiscal Year-End ($)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John S. Kreighbaum 0 36,977(E) (1) $436,329(2)
Timothy W. Esson 0 13,866(E) (1) $163,619(2)
11,133(U) $ 13,916(3)
Robert J. Scott 0 6,471(U) (1) $ 8,089(3)
<FN>
(1) Adjusted for a four-for-three stock split in 1994 and 1993, and a four percent stock dividend in 1992.
(2) Values are calculated by subtracting the exercise price from the fair market value of the stock as of year-end. The
difference between the fair market value and the exercise price is $11.80.
(3) Value is calculated by subtracting the exercise price from the fair market value of the stock as of year-end. The
difference between the fair market value and the exercise price is $1.25.
</TABLE>
SALARY AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Bank's compensation package for certain executive officers consists of
base salary, and, if applicable, awards under the CoBancorp Inc. Long-Term
Incentive Plan and discretionary performance bonuses. Amounts of the three
aforementioned types of compensation are determined by the Salary and Benefits
Committee of the Board of Directors. The Committee is composed entirely of
nonemployee directors who are "disinterested persons" under SEC regulations and
who have no "interlocking" relationship with the Corporation. The Committee is
of the belief that a strong link should exist between executive compensation
and the value delivered to shareholders. This link should be seen as enhanced
shareholder value and return as represented by positive return on assets (ROA)
and return on equity (ROE) trends. Additionally, it is the Committee's belief
that base salary should be carefully balanced with long- and short-range
financial and nonfinancial objectives.
15
<PAGE> 16
Base Salary: Base salary levels are established by the Committee to be
competitive in the market in order to attract and retain qualified executives.
Long-Term Incentive Plan: The purpose of the Long-Term Incentive Plan is to
enable the Corporation to attract and retain officers and key employees of the
Corporation and any subsidiary and to provide such persons incentives and
rewards for performance. The Plan is designed to encourage such persons to
become owners of common stock of the Corporation to increase their interest in
the Corporation's long-term success, to provide incentive equity opportunities
that are competitive with other similarly situated corporations and to
stimulate employees by recognizing their achievements. The Plan provides for
grants of Incentive Stock Options, Nonqualified Stock Options, Performance
Awards and Restricted Stock to selected employees.
Management Incentive Compensation Plan: The Management Incentive
Compensation Plan was adopted by the Board of Directors of the Corporation,
effective January 1, 1994, and was designed to promote shareholder interests
through the maximization of profitability of the Bank, consistent with the
Bank's policies. Bank performance is measured in terms of return on assets
(ROA). The Management Incentive Compensation Plan provides cash incentives for
those members of management who most directly affect the success and
profitability of the Bank and who cause the Bank to attain and sustain high
levels of performance based on safe and sound operating strategies.
Salary Reduction Deferred Compensation Agreement: During 1994, the Bank
entered into a Salary Reduction Deferred Compensation Agreement with Chief
Executive Officer John S. Kreighbaum to provide for supplemental retirement
benefits, disability benefits and pre-retirement death benefits. The Agreement
may be funded with compensation otherwise receivable by, but deferred by, Mr.
Kreighbaum.
Additionally, the compensation paid to the Chief Executive Officer (Mr. John
S. Kreighbaum) includes the compensation package components described above and
is formalized in an employment agreement which is more fully disclosed in
another section of this proxy statement. In reviewing Mr. Kreighbaum's
performance as President and Chief Executive Officer, the Salary and Benefits
Committee favorably considered Mr. Kreighbaum's performance relative to the
following factors (without, however, assigning any specific weights to such
factors): profitability, shareholder value, loan quality and performance,
branch structure, human resources, operating policies, systems and procedures,
strategic planning and Mr. Kreighbaum's community involvement and interaction.
The Committee seeks to establish compensation for Mr. Kreighbaum at a level
commensurate with the Bank's corporate performance, peer group competitors and
the individual officer's performance.
16
<PAGE> 17
The following graphs highlight key shareholder value and performance
indicators over the past six years and were utilized, among other indicators,
by the Committee to determine executive compensation. Specific financial
performance measurements are referenced in the Corporation's 1994 Annual Report
to Shareholders.
<TABLE>
The following graph illustrates the changes in the year-end bid price of the
Corporation's common stock since December 31, 1989.
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Year-End Bid Price $9.13 $8.93 $12.04 $14.48 $22.13 $24.00
All amounts have been adjusted to reflect a four-for-three stock split in 1994
and 1993, a four percent stock dividend in 1992 and a three percent stock
dividend in 1991.
</TABLE>
17
<PAGE> 18
<TABLE>
The following graph shows the net income of the Corporation since 1989.
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Income $2,735,175 $1,832,892 $3,253,607 $4,377,796 $5,280,599 $5,685,696
Salary and Benefits Committee
Richard A. Van Auken, Chairman Garis F. Distelhorst, Member
Robert S. Cook, Member Michael B. Duffin, Member
</TABLE>
18
<PAGE> 19
<TABLE>
COBANCORP INC.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
COBANCORP INC., S&P 500 AND S&P BANKS COMPOSITE (WITH DIVIDENDS REINVESTED)
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to CoBancorp Inc.'s shareholders during
the five-year period ended December 31, 1994, as well as an overall stock
market index (S&P 500) and CoBancorp Inc.'s peer group index (S&P Banks
Composite).
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
CoBancorp Inc. $100 $97 $129 $162 $262 $290
S&P 500 $100 $97 $126 $136 $150 $152
S&P Banks Composite $100 $71 $116 $153 $168 $160
The stock performance graph assumes $100 was invested on January 1, 1990.
</TABLE>
19
<PAGE> 20
CONSULTING AGREEMENT
Effective February 1, 1992, Mr. Bowman and the Bank and the Corporation
entered into a Consulting Agreement (the "Consulting Agreement"), which
provides that he shall receive a consulting fee of $75,000 annually. Effective
February 1, 1995, the Bank and the Corporation extended this consulting
agreement until March 2, 1996. Termination of the Consulting Agreement by the
Bank or the Corporation would not prejudice Mr. Bowman's right to receive the
consulting fees referred to above, unless such termination is for a "cause" as
defined in the Consulting Agreement.
EMPLOYMENT AGREEMENTS
CoBancorp Inc. and PREMIERBank & Trust have separate employment agreements
with each of Messrs. Kreighbaum and Esson for their employment.
On November 16, 1990, the Corporation and the Bank entered into an
employment agreement with Mr. John S. Kreighbaum. The employment agreement
provides for a term of five years, commencing January 1, 1991. The agreement
is automatically extended (absent Board objection) for an additional year
commencing on January 1, 1994. The effect of this provision is that the
contract will then have a three-year term. Under the terms of his employment
agreement, Mr. Kreighbaum receives a base salary of $136,000 per year, subject
to annual adjustment by the Board of Directors of the Bank. Additionally, in
the event that (i) Mr. Kreighbaum is involuntarily terminated within two years
following a change in control of the Corporation, (ii) Mr. Kreighbaum
voluntarily terminates his employment for good reason within two years after a
change in control of the Corporation or (iii) Mr. Kreighbaum is terminated for
any reason other than cause, Mr. Kreighbaum will receive his base salary for
the remaining term of the agreement.
On December 31, 1993, the Corporation and the Bank entered into an
employment agreement with Mr. Timothy W. Esson. The employment agreement
provides for a term of two years, commencing December 31, 1993. The agreement
is automatically extended (absent Board objection) for an additional year
commencing on December 31, 1994. The effect of this provision is that the
contract will then have a two-year term. Under the terms of his employment
agreement, Mr. Esson receives a base salary of $106,000 per year, subject to
annual adjustment by the Board of Directors of the Bank. Additionally, in the
event that (i) Mr. Esson is involuntarily terminated within two years following
a change in control of the Corporation, or (ii) Mr. Esson voluntarily
terminates his employment for good reason within one year after a change in
control of the Corporation, Mr. Esson will received a payment equal to two
years' base salary. In the event Mr. Esson is terminated for any reason other
than cause, Mr. Esson will receive his base salary for the remaining term of
the agreement.
20
<PAGE> 21
PENSION PLAN
PREMIERBank & Trust's Pension Plan was restated as of February 1, 1985. The
Plan is a trusteed noncontributory defined benefit pension plan covering all
officers and employees who become eligible for entry in the plan upon the basis
of age and one year of service. Normal retirement is at 65 years of age and
the plan provides for benefit payments for life in the amount of 37.5 percent
of average monthly compensation plus 12.5 percent of such compensation in
excess of the maximum average monthly wage, as defined for the Social Security
taxable wage base, the total of which is reduced proportionately for less than
15 years of credited service at normal retirement age.
<TABLE>
DEFINED BENEFIT TABLE
Retirement benefits under the provisions of the Bank's retirement plan are
computed by a formula, the factors of which include compensation, years of
service and the Social Security taxable wage base.
Assuming the employee selects the normal form of benefit payable, the
following annual benefits are payable under the formula to an employee retiring
at such date in specified average compensation and years of service
classification:
<CAPTION>
Career Average Years of Credited Service
------------------------------------------------------------
Compensation (1) 10 20 30 35
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$125,000 39,617 59,425 59,425 59,425
150,000 47,950 71,925 71,925 71,925
175,000 56,283 84,425 84,425 84,425
200,000 64,617 96,925 96,925 96,925
225,000 72,950 109,425 109,425 109,425
250,000 72,950 114,845 114,845 114,845
300,000 75,563 114,845 114,845 114,845
400,000 75,563 114,845 114,845 114,845
450,000 75,563 114,845 114,845 114,845
500,000 75,563 114,845 114,845 114,845
(1) The average annual compensation includes the participant's salary and
bonus. The years of credited service for individuals listed in the Summary
Compensation Table are four years for John S. Kreighbaum and fourteen years
for Timothy W. Esson.
</TABLE>
21
<PAGE> 22
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with directors, officers, principal
shareholders and their associates, on the same terms, including interest rates
and collateral on loans, as those prevailing at the time for comparable
transactions with others.
PROPOSAL 4: PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
OF THE CORPORATION TO ELIMINATE CUMULATIVE VOTING
The Board of Directors of the Corporation has adopted, subject to
shareholder approval, certain amendments to the Articles of Corporation.
Proposal 4 would amend the Articles to relocate Article XI of the current
Articles of Incorporation regarding shareholder voting to Article IV of the
Articles of Incorporation. Article IV would be further amended to eliminate
cumulative voting for the election of directors.(3) In 1986, the Ohio Revised
Code was revised to provide corporations with the authority to amend their
Articles to eliminate the right of shareholders to vote cumulatively in the
election of directors. This proposed amendment is intended to conform the
Corporation's Articles with the Ohio Revised Code, which states that the
elimination of cumulative voting for the election of directors should be
specified in the Articles.
Under cumulative voting, in an election of directors each share has a number
of votes equal to the number of directors to be elected and each shareholder
may cast all of his votes for a single candidate, or allocate them among as
many candidates and in such proportions as he chooses.
ARTICLE IV
The aggregate number of common shares which the Corporation shall have the
authority to issue is five million (5,000,000) shares each of no par value.
Shares of the authorized and outstanding common stock shall be subject to
redemption by the Corporation at the direction of a vote of a majority of
the Board of Directors at a regular or special meeting.
22
<PAGE> 23
Each shareholder shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation. No holder of shares
of any class shall have the right to vote cumulatively in the election of
Directors.
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 own capital, except when otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it are not voted
upon directly or indirectly.
23
<PAGE> 24
The Board of Directors believes that a waiver of cumulative voting rights
will be in the best interest of the Corporation and its shareholders.
Shareholder approval of the proposal confirming elimination of cumulative
voting would not have any impact on the ability of any person to acquire a
majority of the voting shares of the Corporation, and, thereby, control the
Board of Directors. The holder or holders of a majority of shares of the
Corporation's common stock voting at a shareholders' meeting will be able to
elect all directors of the class then being elected. This would foreclose the
possibility that the holders of a minority of the shares voting at such a
meeting (acquired through a tender offer or otherwise) might elect one or more
directors. Moreover, any right to vote cumulatively in the election of
directors has limited practical significance when, as in the case of the
Corporation, the company has a classified board of directors, that is, the
terms of a similar number of directors expire each year. Cumulative voting may
create an unfair advantage for an individual or group of individuals intent on
gaining control of the Corporation. In the Board's opinion, majority voting
provides for orderly selection of the best qualified candidates to be voted on
and elected by shareholders. The existence of cumulative voting adds to the
administrative cost of conducting shareholder meetings, without, in the Board's
opinion, conveying a substantial benefit to shareholders.
(3) Ohio law requires the following disclosure: AN EFFECT OF THE
AMENDMENT TO THE ARTICLES WILL BE TO PERMIT A MAJORITY OF A QUORUM OF THE
VOTING POWER IN THE ELECTION OR REMOVAL OF DIRECTORS TO ELECT OR REMOVE
EVERY DIRECTOR AND TO PRECLUDE A MINORITY OF A QUORUM OF THE VOTING POWER IN
THE ELECTION OR REMOVAL OF DIRECTORS FROM ELECTING OR PREVENTING THE REMOVAL
OF ANY DIRECTOR.
PROPOSAL 5: PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
OF THE CORPORATION TO DELETE ARTICLE VII PERTAINING TO
DIRECTORS' AND OFFICERS' RIGHT TO RELY ON REPORTS
Proposal 5 would amend the Articles to delete Article VII of the Articles of
Incorporation in order to eliminate obsolete provisions relating to the
authority of directors and officers to rely on reports prepared by others.
This authority is provided by law and it is unnecessary to provide for it in
the Articles. The Corporation is proposing this amendment, as well as certain
other amendments to the Articles and the Code of Regulations of the Corporation
discussed below, as part of a corporate "housecleaning" to conform the Articles
and Code of Regulations to current Ohio law and corporate practice. The Board
of Directors believes that it is in the best interest of the Corporation to
make this change to the Articles in order to avoid confusion between current
law and an obsolete provision of the Articles and to bring the Articles up to
date.
PROPOSAL 6: PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION OF
THE CORPORATION TO DELETE ARTICLE IX AND ADDRESS SUBSTANTIVE PROVISIONS
REGARDING
INSIDER TRANSACTIONS AND INDEMNIFICATION IN NEW SECTIONS 5 AND 6 OF ARTICLE III
OF THE
REGULATIONS TO ADDRESS THESE MATTERS
24
<PAGE> 25
Proposal 6 would amend the Articles of Incorporation to delete Article IX,
which contains obsolete provisions regarding transactions between the
Corporation and its directors and officers ("insider transactions") and
indemnification. New sections 5 and 6 of Article III of the Code of
Regulations are proposed to replace Article IX of the Articles of Incorporation
and are consistent with current Ohio law. The Amendment of each of the
Corporation's Articles of Incorporation and Code of Regulations is being
submitted to shareholders for approval as one proposal because amendment of
either such charter document without amendment of the other would be
ineffective in fulfilling the Board's goal of providing up-to-date corporate
law treatment of these matters. Although the Corporation's Code of Regulations
provides that they may be amended by a majority of the voting power, the
Corporation's Articles of Incorporation may be amended only by the affirmative
vote of two-thirds (66-2/3%) of the voting power. Accordingly, approval of
this Amendment requires the affirmative vote of two-thirds (66-2/3%) of the
Corporation's issued and outstanding shares.
New Sections 5 and 6 of Article III of the Code of Regulations (redesignated
as Article II of the Regulations if Proposal 7 passes) are proposed in order to
address insider transactions and director and officer indemnification in a
manner consistent with Ohio law. The Board of Directors believes that it is in
the best interest of the Corporation to add these new sections in order to
conform the Regulations to current Ohio law.
25
<PAGE> 26
New Sections 5 and 6 of Article III of the Code of Regulations would read as
follows:
Section 5. TRANSACTIONS BETWEEN THE CORPORATION AND ITS
DIRECTORS AND OFFICERS. No contract, action, or
transaction shall be void or voidable with
respect to the corporation for the reason that it
is between or affects the corporation and one or
more of its directors or officers, or between or
affects the corporation and any other person in
which one or more of its directors or officers
are directors, trustees, or officers, or have
financial or personal interest, or for the reason
that one or more interested directors or a
committee of the directors that authorizes such
contract, action or transaction, if in any such
case any of the following apply:
(a) The material facts as to his or their relationship
or interest and as to the contract, action or
transaction are disclosed or are known to the
directors or committee and the directors or
committee, in good faith reasonably justified by
such facts, authorizes the contract, action, or
transaction by the affirmative vote of a majority
of the disinterested directors, even though the
disinterested directors constitute less than a
quorum of the directors or the committee;
(b) The material facts as to his or their relationship
or interest and as to the contract, action, or
transaction are disclosed or are known to the
shareholders entitled to vote thereon and the
contract, action, or transaction is specifically
approved at a meeting of the shareholders held for
such purpose by the affirmative vote of the
holders or shares entitling them to exercise a
majority of the voting power of the corporation
held by persons not interested in the contract,
action, or transaction; or
(c) The contract, action, or transaction is fair as
to the corporation as of the time it is authorized
or approved by the directors, a committee of the
directors, or the shareholders;
Interested directors may be counted in
determining the presence of a quorum at a meeting
of the directors, or of a committee of the
directors that authorizes the contract, action,
or transaction may involve or affect a change in
control of the corporation or his continuation in
office as director of the corporation.
Section 6. INDEMNIFICATION. The corporation shall indemnify
its directors, officers, employees and agents to
the fullest extent permitted under Ohio law.
26
<PAGE> 27
APPROVAL OF THE PROPOSED AMENDMENTS OF THE ARTICLES OF INCORPORATION WILL
REQUIRE THE AFFIRMATIVE VOTE OF TWO-THIRDS OF THE CORPORATION'S ISSUED AND
OUTSTANDING SHARES. THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED
AMENDMENTS ARE IN THE BEST INTEREST OF THE CORPORATION AND ITS SHAREHOLDERS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENTS OF THE CORPORATION'S ARTICLES OF INCORPORATION.
PROPOSAL 7: PROPOSED AMENDMENT TO THE CODE OF REGULATIONS
OF THE CORPORATION TO DELETE ARTICLE I CONCERNING LOCATION OF THE CORPORATION'S
OFFICES
The Board of Directors of the Corporation approved, subject to shareholder
approval, certain amendments to the Code of Regulations of the Corporation.
The proposed amendments to the Regulations are designed to conform the
Regulations to current Ohio law and to eliminate superfluous or obsolete
provisions.
Proposal 7 would delete Article I of the Regulations in its entirety.
Article I of the Code of Regulations addresses office locations and is
superfluous in the light of Article II of the Articles of Incorporation which
states the principal office location of the Corporation. Assuming shareholder
approval of Proposal 7, the remaining Articles of the Regulations would be
redesignated to reflect the deletion of Article I. Thus, current Article II of
the Code of Regulations would become Article I and so forth.
PROPOSAL 8: PROPOSED AMENDMENT TO THE CODE OF REGULATIONS OF THE CORPORATION
TO
DELETE ARTICLE II, SECTION 9 PERTAINING TO THE DELIVERY OF FINANCIAL REPORTS TO
SHAREHOLDERS
Proposal 8 would delete Article II, Section 9 of the Regulations
(redesignated Article I, Section 9) relating to financial reports as
superfluous and obsolete. This provision requires the production at each
annual meeting of shareholders of financial statements and an opinion that the
financial statements are in accordance with generally accepted accounting
principles. Because this same requirement is imposed by Ohio corporate law,
imposing this obligation by means of the Code of Regulations adds nothing but
the potential for the Corporation to have to issue two kinds of financial
reports, one to comply with current Ohio law and one to comply with an outdated
provision of the Code of Regulations. The Corporation provides such financial
reports in the form of the annual report to shareholders mailed to each
shareholder and the annual report on Form 10-K filed with the SEC and available
to shareholders upon request. Therefore, Article II, Section 9 of the
Regulations is superfluous and unnecessary in light of the requirements imposed
upon the Corporation under the federal securities laws and Ohio corporate law.
27
<PAGE> 28
PROPOSAL 9: PROPOSED AMENDMENT TO THE CODE OF REGULATIONS
TO DELETE ARTICLE IV, SECTION 1 CONCERNING DIRECTORS' QUALIFYING SHARES
Under Proposal 9, the Board of Directors is seeking shareholder approval
to delete Article IV, Section 1 of the Regulations. In the opinion of the
Board of Directors, this provision is unnecessary, as it relates to the
requirement that directors of the Bank hold shares of the Corporation as
directors' qualifying shares. This provision is not properly included in
the Code of Regulations of the Corporation.
PROPOSAL 10: PROPOSED AMENDMENT TO ARTICLE X
OF THE CODE OF REGULATIONS TO
REQUIRE UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS
TO AMEND THE CODE OF REGULATIONS
Article X of the Code of Regulations, authorizing shareholder action
without a meeting by the written consent of the holders of two-thirds of
the voting power of the Corporation. This provision would be revised to
conform with Article II, Section 10 of the Regulations in order to avoid
potentially conflicting provisions. Article II, Section 10 of the
Regulations provides that any action which may be authorized or taken at any
meeting of shareholders may be authorized or taken without a meeting in
writing or writings signed by all of the holders of shares who would be
entitled to notice of a meeting of the shareholders held for such purpose.
As proposed to be amended, Article X would require that action be taken for
the purpose of amending the Code of Regulations by the unanimous written
consent of shareholders. Providing for unanimous written consent of the
shareholders is consistent with general corporate practice and ensures that
all shareholders will have notice of and the ability to vote upon any
changes to the Code of Regulations.
The Board of Directors believes that the approval of Proposal 10 is
advantageous to the Corporation and its shareholders. The provisions of
Proposal 10 requiring unanimous shareholder action by written consent would
give all shareholders of the Corporation, entitled to vote on a particular
matter, notice of and the opportunity to participate in the determination of
any proposed action on such matter, and the chance to take action to protect
their interests. In addition, the Board of Directors believes that this
change requiring unanimous shareholder action by written consent in order to
amend the Code of Regulations is desirable to avoid untimely action in a
context that might not permit shareholders to have the full benefit of the
knowledge, advice and participation of the Corporation's management and
Board of Directors.
New Article X (redesignated as Article IX if Proposal 7 passes) would
read as follows:
ARTICLE X
28
<PAGE> 29
AMENDMENTS
----------
The Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders
of record of shares entitling them to exercise a majority of the voting
power on such proposal or, without a meeting, by the unanimous written
consent of the shareholders.
APPROVAL OF THE PROPOSED AMENDMENTS TO THE CORPORATION'S CODE OF
REGULATIONS WILL REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY OF THE
CORPORATION'S ISSUED AND OUTSTANDING SHARES. THE BOARD OF DIRECTORS
BELIEVES THAT THE PROPOSED AMENDMENTS ARE IN THE BEST INTEREST OF THE
CORPORATION AND ITS SHAREHOLDERS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSED
AMENDMENTS OF THE CORPORATION'S CODE OF REGULATIONS.
PROPOSAL 11: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has reappointed Ernst & Young LLP as independent
accountants to audit the financial statements of the Bank and the Corporation
and to report to the Ohio Superintendent of Banks and the Boards of Directors
of the Bank and the Corporation as provided by Section 1115.12 of the Ohio
Revised Code. One or more members of the firm of Ernst & Young LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if desired, and will be available to respond to questions. This
appointment is presented to the shareholders for ratification. No
determination has been made as to what action the Board of Directors would take
if the shareholders do not ratify the appointment.
RATIFICATION OF ERNST & YOUNG LLP AS THE CORPORATION'S INDEPENDENT AUDITORS
REQUIRES THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES REPRESENTED AND
VOTING AT THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG AS THE CORPORATION'S INDEPENDENT AUDITORS.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors is not
informed of any matters, other than those stated above, that may be brought
before the Annual Meeting. The persons named in the enclosed
29
<PAGE> 30
form of proxy or their substitutes will vote with respect to any such matters
in accordance with their best judgment.
COBANCORP INC.
By:
Robert T. Bowman John S. Kreighbaum
Chairman President and Chief Executive Officer
Elyria, Ohio
March 29, 1995
30
<PAGE> 31
COBANCORP INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 19, 1995
-----------------------------------------------------------
COBANCORP INC. THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
124 MIDDLE AVENUE PROXY The undersigned hereby appoints Robert T.
ELYRIA, OHIO 44035 Bowman, Larry D. Jones and Maureen M. Cromling
as Proxies, each with the power to appoint his
or her substitute, and hereby authorizes them
to represent and to vote as designated below,
all the shares of stock of COBANCORP INC. held
of record by the undersigned on March 17, 1995,
at the Annual Meeting of Shareholders to be
held on April 19, 1995, or any adjournment
thereof.
1. ELECTION OF FOUR (4) CLASS II DIRECTORS:
GARIS F. DISTELHORST MICHAEL J. STEWART
JOHN S. KREIGHBAUM RICHARD A. VAN AUKEN
[ ] FOR ALL NOMINEES LISTED ABOVE (except as marked to the contrary
below).
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
2. RATIFICATION OF THE ELECTION OF THREE (3) CLASS I DIRECTORS:
Theodore S. Altfeld
Robert S. Cook
Michael B. Duffin
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
1
<PAGE> 32
3. RATIFICATION OF THE ELECTION OF FIVE (5) CLASS III DIRECTORS:
Robert T. Bowman
Larry D. Jones
Maureen M. Cromling
A. E. Szambecki
Thomas E. Haywood
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
4. To delete Article XI of the Corporation's Articles of Incorporation
(the "Articles") regarding shareholder voting and to relocate the
provisions of Article XI to Article IV of the Articles and to amend
Article IV to eliminate cumulative voting for the election of
directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To delete Article VII of the Articles to eliminate obsolete provisions
relating to the authority of directors and officers to rely on reports
prepared by others.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. To delete Article IX of the Articles to eliminate obsolete provisions
addressing transactions between the Corporation and its directors and
officers ("insider transactions") and indemnification.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. To delete Article I of the Corporation's Code of Regulations (the
"Regulations") relating to the office locations of the Corporation as
superfluous in light of the Articles of Incorporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2
<PAGE> 33
8. To delete Article II, Section 9 of the Regulations relating to
financial reports as obsolete.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
9. To add new Sections 5 and 6 of redesignated Article II of the
Regulations, addressing insider transactions and indemnification
consistent with current Ohio law.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
10. To delete redesignated Article III, Section 1 of the Regulations
as inapplicable to directors of the Corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
11. To revise redesignated Article IX of the Regulations, regarding
shareholder action by consent of two-thirds of the shareholders, to
conform to Article II, Section 10 of the Regulations, requiring
unanimous written consent of shareholders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
12. To ratify the appointment of the firm of Ernst & Young LLP to
serve as independent auditors for the Corporation for the year 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3
<PAGE> 34
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED DATED________________1995.
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY PLEASE MARK, SIGN, DATE AND
WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5, 6, 7, RETURN THE PROXY CARD
8, 9, 10, 11, AND 12 PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as executor,
administrator, trustee or guardian, please Signature
give full title. If a corporation, please __________________________
sign full corporate name by President or other
authorized officer. If a partnership, please
sign in partnership name by authorized person. Signature
__________________________
[ ] I (we) WILL [ ] I (we) WILL NOT
be attending the Annual
Meeting of Shareholders on
April 19, 1995.
4
