<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>
SECURITY BANC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(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 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
SECURITY BANC CORPORATION
40 South Limestone Street, Springfield, Ohio 45502
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of Security Banc Corporation will be
held at the Clark State Performing Arts Center, Turner Studio Theater, 300 South
Fountain Avenue, Springfield, Ohio 45502, on Tuesday, April 15, 1997 at 1:00
p.m. for the purpose of considering and voting upon the following matters.
1. To elect three directors of Class III to serve until the Annual
Meeting of Shareholders in 2000 or in the case of each director until
his successor is duly elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 28, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. All shareholders are cordially invited to
attend the meeting in person. However, if you do not expect to attend the
meeting in person, please fill in, date, sign, and return the enclosed Proxy
Card.
By Order of the Board of Directors
J. William Stapleton
Executive Vice President/Secretary
Springfield, Ohio
March 14, 1997
<PAGE> 3
SECURITY BANC CORPORATION
PROXY STATEMENT
40 South Limestone Street, Springfield, Ohio 45502
March 14, 1997
(Mailing Date)
SOLICITATION AND REVOCABILITY OF PROXIES
The enclosed form of proxy is being solicited on behalf of the Board of
Directors of Security Banc Corporation for use at the Annual Meeting of
Shareholders and any adjournment thereof. The Annual Meeting will be held on
Tuesday, April 15, 1997, at the time and place for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. Shares represented by
properly executed proxies, if such proxies are received in time and not revoked,
will be voted at such meeting in accordance with any specifications thereon. Any
proxy may be revoked at any time before it is exercised by receipt of later
proxy, by receipt by the secretary of a revocation or by ballot at the meeting.
The persons named as proxies were selected by the Board of Directors of
the Corporation. No officer or employee of the Corporation was named as proxy.
The cost of the solicitation of proxies will be borne by the Corporation.
In addition to using the mail, proxies may be solicited by personal interview,
telephone and wire. Officers and regular employees of the Corporation and its
subsidiaries will not receive any compensation for the solicitation of proxies.
VOTING SECURITIES
The Board of Directors has fixed the close of business on Friday, February
28, 1997 as the record date for the determination of Shareholders entitled to
notice of and to vote at the Annual Meeting. On the record date, the outstanding
capital stock of the Corporation consisted of 6,057,913 shares, par value three
dollars and an eighth ($3.125) per share, each of which is entitled to one (1)
vote at the meeting. Each such share is entitled to one (1) vote on all matters
properly coming before the Annual Meeting.
PRINCIPAL SHAREHOLDERS
As of January 21, 1997, Security National Bank and Trust Co., as Trustee
held in trust 902,343 shares, amounting to fourteen point nine percent (14.9%)
of the common shares of the Corporation. The shares are held by them in their
fiduciary capacity under various agreements as Trustee. The Trustee has advised
the Corporation that it has sole voting power for 783,956 shares and shared
voting power for 106,135 shares.
Cede & Co., Box 20, Bowling Green Station, New York, NY, 10004 holds
427,744 shares (7%) interest on behalf of Dwight W. Hollenbeck Trust. Mr.
Richard L. Kuss and his wife, Barbara, 1130 Vester Avenue, Suite A, Springfield,
Ohio, 45503 are the owners of 212,714 shares (3.5%)and 121,572 shares (2%),
respectively. They have combined beneficial ownership of 334,286 shares (5.5%).
The Board of Directors has no knowledge of any other person who owned of record
or beneficially more than five percent (5.0%) of the outstanding common shares
of the Corporation.
<PAGE> 4
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors of Security Banc Corporation is divided into three
(3) classes, with the terms of office of each class ending in successive years.
The terms of Directors of Class III expire with this Annual Meeting. The
directors of Class I and Class II will continue in office. The Shareholders are
being asked to vote on the re-election of the three (3) Directors in Class III.
Nominees are to be elected to serve until the 2000 Annual Meeting of
Shareholders and until their respective successors are fully elected and have
qualified. It is intended that shares represented by the proxies will, unless
contrary instructions are given, be voted for the three (3) nominees as listed
below. Although Management does not expect that any nominee will be unavailable
for election, in the event that vacancies occur unexpectedly, the shares will be
voted for substitute nominees, if any.
The Board of Directors of the Corporation has, by resolution of the Board,
fixed and determined the number of Directors at eleven (11) persons in
accordance with Article III, Section I of the Code of Regulations of the
Corporation. All nominees are presently Directors of the Corporation.
Listed are the names of three (3) nominees for election to the Board of
Directors along with present Directors of Class I and Class II, their principal
occupations and other directorships, their age, the year in which each first
became a Director, the number of shares of the Corporation's Common Stock
beneficially owned by each, directly or indirectly as of the close of business
December 31, 1996, and percent of class.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS OF CLASS III
For Three Year Term Expiring Annual Meeting 2000
Name Share of Percent
Position with Corporation/Bank Director Common Stock of
or Occupation Age Since Beneficially Owned Class
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry E. Kaffenbarger 55 1995 1,740 *
President
Kaffenbarger Truck Equipment Co
Chester L. Walthall 55 1994 1,336 (1) *
President
Heat-Treating, Inc.
Robert A. Warren 53 1996 820 *
President
Hauck Bros., Inc.
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS I
Term Expiring Annual Meeting 1998
Name Share of Percent
Position with Corporation/Bank Director Common Stock of
or Occupation Age Since Beneficially Owned Class
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harry O. Egger 57 1977 76,587 (2) 1.3%
Chairman of the Board, President and CEO
Security Banc Corporation
Chairman of the Board and CEO
Security National Bank and Trust Co.
Kenneth F. Rupp Jr. 59 1996 1,500 *
Director, President and CEO
Third Savings & Loan Company
Director, Security Banc Corporation
Jane N. Scarff 68 1990 9,240 *
Vice President, Scarff Nursery, Inc.
Thomas J. Veskauf 65 1986 2,662 (3) *
Partner: Gorman, Veskauf, Henson & Wineberg
Attorneys at Law
</TABLE>
<TABLE>
<CAPTION>
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS II
Term Expiring Annual Meeting 1999
Name Share of Percent
Position with Corporation/Bank Director Common Stock of
or Occupation Age Since Beneficially Owned Class
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Larry D. Ewald 58 1987 21,468 (4) *
President, Process Equipment Co.
Richard E. Kramer 62 1988 11,338 (5) *
President, Fulmer Supermarkets, Inc.
W. Dean Sweet 68 1970 1,648 *
Chairman of the Board and CEO
Sweet Manufacturing Co.
James R. Wilson 57 1996 21,239 (6) *
Director, President and CEO
Citizens National Bank
Director, Security Banc Corporation
*Less than one percent (1%)
</TABLE>
<PAGE> 6
The following statement pertains to the Nominees and Directors:
When appropriate, each nominee includes in his or her beneficial holdings
of the Corporation's stock, shares held by or in trust for the respective
nominee's spouse, minor children and/or relatives having the same home as the
nominee, shares held by such nominee as fiduciary where the nominee has the
right to vote or dispose of such shares and such nominee disclaims any
beneficial ownership of such shares.
(1) Includes 1,016 shares held by the wife of Chester L. Walthall.
(2) Includes 30,000 shares owned by the wife of Harry O. Egger.
(3) Includes 522 shares owned by the wife of Thomas J. Veskauf.
(4) Includes 7,626 shares owned by the wife of Larry D. Ewald and
includes 4,000 shares held in a trust as to which Larry D. Ewald, as
co-trustee, shares investment and voting power.
(5) Includes 1,015 shares owned by the wife of Richard E. Kramer and
includes 8,004 shares held in trust.
(6) Includes 12,404 shares owned by wife, minor children, and shares
held in Trust.
As of December 31, 1996, the Directors and Executive Officers of the
Corporation, as a group, beneficially owned an aggregate of 219,163 shares of
the Corporation's Common Stock which constitutes approximately three point six
percent (3.6%) of the shares outstanding.
MEETINGS OF THE CORPORATION/BANK BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD
During 1996, the Corporation's Board of Directors held eight (8) scheduled
meetings. All of the directors attended at least seventy-five percent (75%) of
the scheduled meetings.
The Executive Committee rotates on a regularly scheduled basis. Those
members of the Committee at December 31, 1996 were Directors Egger, Ewald,
Kramer, Veskauf, and Walthall. The Executive Committee is empowered to exercise
powers and perform all duties of the Board of Directors when the Board is not in
session. The Executive Committee met five (5) times in 1996.
The Executive Compensation Committee of the Corporation/Bank is composed
of Directors Ewald, Scarff, and Sweet. The Executive Compensation Committee met
six (6) times in 1996. The purpose of the Executive Compensation Committee is to
establish and execute compensation policy and programs for executives of the
organization.
The Audit Committee of the Corporation is composed of members of the Board
of Directors rotating on a regularly scheduled basis, all of whom were present
for at least seventy-five percent (75%) of the meetings of this Committee except
Director Veskauf. Directors Ewald, Kaffenbarger, Veskauf, and Walthall were
members of the Committee as of December 31, 1996. The Audit Committee met four
(4) times in 1996. The function of the Audit Committee consists of reviewing,
with the Company's internal auditor and the independent auditors, the scope and
results of procedures for auditing and the adequacy of the system of internal
controls.
The Corporation has no standing Nomination Committee. Nominations for
election to the Board of Directors will receive full consideration by the
Executive Committee. Shareholders desiring to make valid nominations for
election to the Board of Directors need to comply with the statements in the
section entitled "Shareholder Proposals".
<PAGE> 7
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
This Committee deals with compensation issues as they pertain to executive
officers.
CEO COMPENSATION
Whenever the Committee has a meeting during which Mr. Egger's base salary,
annual bonus, or grant of stock options is on the meeting agenda, the Committee
sets aside time to discuss these matters without Mr. Egger and other officers of
the Corporation being present. During these sessions, the members of the
Committee debate the merits of the matters under consideration and, as part of
these discussions, generally consider the Corporation's financial performance,
Common Stock price performance, and Midwest Peer Group specific comparative
compensation data. In the past, the CEO compensation has been below the
comparative compensation of the Midwest Peer Group, whereas, the financial
performance of the Corporation and common stock price performance has been well
above the norm as it relates to the Peer Group. The Committee also considers
factors such as Mr. Egger's leadership, experience, knowledge, board
communications, Corporation's community involvement and strategic
recommendations, as well as the Corporation's positioning for future
performance. Although the Committee does not place any particular relative
weight on any one of the foregoing factors, the Corporation's financial
performance as it relates to increasing shareholder value is generally a key
factor. All of these decisions regarding the components of Mr. Egger's
compensation and the rationale are reported to the Board without Mr. Egger and
other officers present.
Based on the performance of the Corporation and its increased value for
the shareholder as well as being rated one of the top performing community banks
in the State of Ohio, the Committee believes Mr. Egger's compensation is a fair
reflection of the services he performs for the Corporation.
OTHER NAMED EXECUTIVE OFFICERS
In addition, the Committee approved compensation recommendations for all
other named executive officers of the Corporation. Executive Officer salary,
bonus, and stock option grants are based on performance, and appraisals, along
with favorable corporate financial performance as it relates to shareholder
value.
The Executive Compensation Committee Members
Larry D. Ewald
Jane N. Scarff, (Committee Chairperson)
W. Dean Sweet
<PAGE> 8
PERFORMANCE GRAPH
The graph summarizes cumulative return (assuming reinvestment of
dividends) experienced by the Corporation's shareholders over the years 1992
through 1996, compared to the S&P 500 Stock Index, and the NASDAQ Bank Index.
Security has elected to use the NASDAQ Bank Index in the current year
performance graph as opposed to the Mid-Atlantic Bank Index used in prior years
to make the performance graph more comparable to banks on a nationwide basis.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
NASDAQ SECURITY
BANK BANC
STOCKS S&P 500 CORPORATION
------- ------- -----------
<S> <C> <C> <C>
1991 $100.00 $100.00 $100.00
1992 145.50 107.67 125.18
1993 165.99 118.17 143.44
1994 165.31 119.78 161.04
1995 246.32 164.85 196.54
1996 325.60 203.24 268.23
</TABLE>
Assumes $100 invested on 12-31-91 in Security Banc Corporation, NASDAQ
Bank Index, and S&P 500.
The financial information upon which the S & P 500 and NASDAQ Bank Index,
has been compiled from information issued by the companies themselves or other
secondary sources. Although these sources are considered to be reliable,
management makes no representations or warranties with respect to the accuracy
or completeness of this analysis or the underlying data, and specifically
disclaims any implied warranties of merchantability or fitness for any
particular purpose. This analysis does not purport to be a complete analysis nor
does it constitute an offer or recommendation to buy or sell any securities.
<PAGE> 9
EXECUTIVE COMPENSATION
The following table is a summary of certain information concerning the
compensation paid to, or earned by, the Corporation/Bank's chief executive
officer and each of the Corporation/Bank's most highly compensated executive
officers (the "named executives") during each of the last three (3) fiscal
years.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
- ----------------------------------------------------------------------------------------------------------------------------
Other
Name and Principal Annual Stock All Other
Position Year Salary Bonus Compensation Options Compensation (1)
$ $ $ # $
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harry O. Egger 1996 350,000 75,000 --- 7,000 8,278
Chairman of the Board, President and CEO 1995 315,000 50,000 --- --- 8,024
Security Banc Corporation 1994 263,000 35,200 --- --- 8,242
Chairman of the Board and CEO
Security National Bank
James R. Wilson 1996 130,192 37,735 10,382 --- 25,952
Director 1995 115,000 38,400 10,690 --- 29,697
Security Banc Corporation 1994 113,000 30,625 10,660 --- 24,738
Director, President and CEO
Citizens National Bank
Kenneth F. Rupp Jr. 1996 109,700 24,645 --- --- ---
Director, Security Banc Corporation 1995 106,000 22,650 --- --- ---
Director, President and CEO 1994 101,900 24,500 --- --- ---
Third Savings & Loan Co
William C. Fralick 1996 115,000 15,000 --- 7,000 3,974
Vice President 1995 90,000 12,000 --- --- 3,674
Security Banc Corporation 1994 73,615 11,710 --- --- 3,750
Director, President
Security National Bank
J. William Stapleton 1996 115,000 15,000 --- 7,000 3,902
Executive Vice President and CFO 1995 90,000 12,000 --- --- 3,674
Security Banc Corporation 1994 71,230 12,735 --- --- 3,659
Director, Executive Vice President and CFO
Security National Bank
Daniel M. O'Keefe 1996 98,000 5,000 --- 5,000 3,697
Vice President 1995 89,000 7,000 --- --- 3,830
Security Banc Corporation 1994 84,250 5,200 --- --- 4,508
Vice President and Trust Officer
Security National Bank
- -------------------------------------------------------------------------------------------------------------------
(1) All amounts shown include funds contributed or allocated pursuant to
the 401 (K) Profit Sharing Savings Plan and Fringe Benefit Plans
</TABLE>
<PAGE> 10
COMPENSATION OF DIRECTORS
The Board of Directors of the Corporation are not paid a fee for serving
on the Board. However, Corporation Directors serving on an Affiliate Bank Board
are receiving a single annual retainer of $1,200 and a fee of $800 per meeting
attended ($200 for Committee Meeting). Corporation Directors who are also
employees of any of the affiliates of the Corporation receive no additional
compensation for service on the Corporate Board.
Pursuant to a Deferred Compensation Plan, directors may annually defer
any amount of their compensation as directors until age seventy (70) or until
they cease to serve on the Board, whichever occurs last. The deferred funds bear
interest until paid under one of the chosen methods as selected by the director:
(a) at an annually adjusted rate equal to one fourth percent (1/4%)
greater than the average bond equivalent yield to maturity on one-year United
States Treasury Bills in effect for the first five (5) business days in December
immediately preceding such calendar year, unless an alternate rate is set by the
Committee for that year at least fifteen (15) days before the beginning of the
year.
(b) annual positive total return on Security Banc Corporation Stock.
EMPLOYMENT AGREEMENTS
Harry O. Egger: The employment agreement with Harry O. Egger will automatically
be extended on January 1, of each year so that it provides for a continuing five
(5) year employment contract. In the event the Corporation/Bank ceases to exist
as a corporate entity, Harry O. Egger shall be paid in cash, as a lump sum,
equal to two-point-nine (2.9) times his annual base compensation determined by
averaging the same over the five (5) years immediately prior to the occurrence.
James R. Wilson: James R. Wilson shall be employed as President and CEO of
Citizens National Bank. The compensation shall be fixed at no less than $165,000
per annum. In the event the Banc or its subsidiary, the Citizens National Bank,
ceases to exist as a corporate entity for any reason then James R. Wilson shall
be paid in cash, in full, in a lump sum at the time of occurrence of any of said
events, a sum equal to 2.9 times his annual base compensation determined by
averaging the same over the five (5) years next prior to the occurrence. This
employment contract is for a term of two (2) years commencing on the date of
employment and terminating on September 30, 1998.
Other Agreements: James R. Wilson and Citizens National Bank entered into an
agreement which by the terms will require the Bank to make payments upon his
retirement or disability. Terms of the agreement require upon his normal
retirement to receive $50,000 annually for a period of 10 years. The Agreement
also addresses other issues as they relate to disability and death benefits.
Kenneth F. Rupp Jr.: Kenneth F. Rupp shall be employed as President and CEO of
Third Savings and Loan Company. The compensation shall be no less than his
current salary. In the event of a change in control or 12 months thereafter, of
which involuntary termination occurs, the Bank shall pay an amount equal to the
annual salary as of the date of termination. The Employment Contract terminates
July 9, 1997.
PROFIT SHARING PLAN
During the year, the company had three profit sharing plans. The plan covering
employees of the former CitNat Bancorp, Inc. and Third Financial Corporation
will be merged into the Security National Bank plan effective January 1, 1997.
Employees of the subsidiaries will be eligible to participate in the Security
National Bank Plan upon meeting plan eligibility requirements. For eligibility
and vesting purposes, employees will be given service credit for service at the
former CitNat Bancorp, Inc. and Third Financial Corporation.
All employees of Security National Bank become eligible participants in the plan
when they have completed one (1) year of eligibility service; have worked at
least five hundred (500) hours and are at least age twenty-one (21). Eligible
participants may make contributions to the plan by deferring up to fifteen
percent (15%) of their annual earnings.
<PAGE> 11
The Board of Directors of Security National Bank annually determine the
bank's matching contribution to the plan. For the plan year ended December 31,
1996 and December 31, 1995, the matching contribution was fifty percent (50%) of
the employee's contribution up to the first six percent (6%) of annual earnings
contributed by the participant.
Employee contributions are one hundred percent (100%) vested immediately.
The bank's matching contributions are vested at twenty percent (20%) for each
year of eligibility service, based on five (5) year vesting schedule.
The contribution by the Companies for all three plans for 1996, 1995, and
1994 was $208,000, $209,000, and $205,000, respectively.
RETIREMENT PLANS
The following table shows estimated annual benefits payable for life to
participants upon retirement at age sixty-five (65) in 1996 under the Security
National Bank Pension Plan based upon combinations of compensation levels and
years of service.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Approximate Annual Retirement Benefit Upon Retirement at Age 65
Before Adjustments (1) (2) (3)
Average Annual
Salary (3) 10 15 20 25 30 or more
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
125,000 26,720 40,081 53,441 66,801 80,161
150,000 32,395 48,593 64,791 80,989 97,186
175,000 36,369 55,403 74,438 93,474 112,509
200,000 40,320 62,213 84,086 105,959 120,000 (4)
225,000 43,395 67,450 91,504 115,559 120,000 (4)
250,000 43,395 67,450 91,504 115,559 120,000 (4)
275,000 43,395 67,450 91,504 115,559 120,000 (4)
300,000 43,395 67,450 91,504 115,559 120,000 (4)
350,000 43,395 67,450 91,504 115,559 120,000 (4)
400,000 43,395 67,450 91,504 115,559 120,000 (4)
(1) For the purpose of computing a benefit under the Plan on December 31,
1996, Harry O. Egger, William C. Fralick, J. William Stapleton, and
Daniel M. O'Keefe have twenty-one (21), twenty (20), nineteen (19),
and nineteen (19) years of credit service respectively.
(2) The Bank maintains a Retirement Plan that provides for the payment of
a monthly retirement benefit commencing, in most cases, at the normal
retirement age of sixty-five (65). The benefits are purchased from
contributions made by the employer from year to year. The amount of
the benefit is determined pursuant to a formula contained in the
Retirement Plan which, among other things, takes into account the
employee's average earnings in the highest sixty (60) consecutive
calendar months. Accrued benefits are fully vested after five (5)
years of vesting service.
(3) ERISA 1996 maximum annual compensation limit of $150,000 used to
determine these benefits.
(4) Maximum IRC Section 415 annual pension payable in 1996 assuming a
minimum of ten (10) years participation.
</TABLE>
<PAGE> 12
REPORT OF THE STOCK OPTION COMMITTEE
The Stock Option Committee of the Board of Directors determines stock
option grants to executive officers and other eligible employees. Stock options
are intended to encourage key employees to remain employed by the
Corporation/Bank by providing them with a long term interest in the
Corporation/Bank's overall performance as reflected by the performance of the
market of the Corporation/Bank's Common Stock.
The Security Banc Corporation's 1987 and 1995 Stock Option Plans are
administered by the Board of Directors of the Corporation. The aggregate number
of common shares of the Corporation which may be issued under the Plans are two
hundred thousand (200,000) and forty thousand (40,000) shares, respectively. As
of December 31, 1996, the total shares issued from each of the plans were
199,680 and 34,800 respectively.
Under the terms of the Plan, the Corporation may grant stock options to
Officers and certain key Executives. The options, which must be granted at fair
market value, expire ten (10) years from the date of grant.
All outstanding incentive stock options entitle the holder to purchase
shares at prices equal to the fair market value of the shares on the dates the
options were granted. The fair market value of a share of the Corporation's
Common Stock was $38.00 as of December 31, 1996.
The following table sets forth certain information regarding individual
exercises of stock options during 1996 by each of the named executives:
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1996
and Year End Option value
Number of Value of
Unexercised Unexercised
Options at Options at
Shares 12/31/96 12/31/96
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
# (#)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harry O. Egger 24,720 $ 648,814 0 / 7,000 $0 / $35,000
James R. Wilson (a) 8,835 $ 332,478 0 / 0 $0 / 0
Kenneth F. Rupp, Jr. (b) 18,492 $ 432,898 0 / 0 $0 / 0
William C. Fralick 0 0 4,840 / 7,000 $129,099 / $35,000
J. William Stapleton 0 0 4,000 / 7,000 $104,000 / $35,000
Daniel M. O'Keefe 3,400 $ 63,800 0 / 5,000 0 / $25,000
</TABLE>
Generally, option grants to executive officers are a reflection of the
executive's attainment of Corporation/Bank and personal goals.
Stock Option Committee Members
Larry D. Ewald
Jane N. Scarff W. Dean Sweet
(a) Represents shares of Security Banc Corporation received as the result
on converting 11,340 CitNat options at the conversion price of $36.50
per share of Security Banc Corporation.
(b) Represents 18,492 options of Third Financial Corporation acquired in
the cash purchases by Security Banc Corporation at $33.41 per share
less the $10.00 per share option cost.
<PAGE> 13
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Corporation's banking subsidiary has, and expects in the future to
have, transactions with corporations in which Directors and Officers of the
Company are active as Directors, Officers, or substantial Shareholders. These
transactions are undertaken in the ordinary course of business and on
substantially the same terms and conditions as comparable transactions with
other corporations. The Bank has made, and expects in the future to make, loans
to such Directors, Officers and their associates. These loans are made in the
ordinary course of business, on substantially the same terms, including interest
rates and collateral as those prevailing at the time for comparable transactions
with other persons and do not involve more than normal risk of collectibility or
present any other unfavorable terms.
The firm of Gorman, Veskauf, Henson & Wineberg, Attorneys-at-Law of which
Thomas J. Veskauf is a partner was paid fees for various legal services
performed for the Corporation during the year ended December 31, 1996.
RELATIONSHIP WITH CERTIFIED PUBLIC ACCOUNTANT
The Security Banc Corporation Board of Directors has retained the
professional services of Ernst & Young, Certified Public Accountants for 1997.
The Corporation's financial statements for the previous fiscal year were
examined by Ernst & Young. In connection with the audit function, Ernst & Young
also reviewed the 10-K filing with the Securities and Exchange Commission.
SHAREHOLDER PROPOSALS
Shareholders of the Corporation who wish to make a proposal to be included
in the Proxy Statement and Proxy of the Corporation's Annual Meeting of
Shareholders which, unless changed, will be held on April 21, 1998, must cause
such proposal to be received by the Corporation at its principal office no later
than November 14, 1997. Each proposal submitted should be accompanied by the
name and address of the Shareholder submitting the proposal and number of shares
owned. The proxy rules, as implemented by the Securities Exchange Act of 1934,
govern the content and form the Shareholder proposals. All proposals must be a
proper subject for action at the 1998 Annual Meeting.
OTHER BUSINESS
The Board of Directors does not know of any other matters to be presented
at the Annual Meeting. However, if any other matters do come before such meeting
or an adjournment thereof, it is intended that the holders of the proxies will
vote in accordance with the recommendation of Management.
/s/ Harry O. Egger
- ---------------------------
Harry O. Egger
Chairman of the Board
President and Chief Executive Officer
March 14, 1997
THIS FORM 10-K ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
IS AVAILABLE WITHOUT CHARGE AFTER MARCH 31, 1997. TO OBTAIN A COPY, CALL (937)
324-6874 OR WRITE TO SHAREHOLDER RELATIONS, SECURITY BANC CORPORATION, 40 SOUTH
LIMESTONE STREET, SPRINGFIELD, OHIO 45502.
<PAGE> 14
REVOCABLE PROXY
SECURITY BANC CORPORATION
PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING
APRIL 15, 1997
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of Security
Banc Corporation, Springfield, Ohio do hereby nominate and constitute and
appoint John E. Dibert and Roger L. Evans or any one of them with full power to
act alone my true and lawful attorney(s) with full power of substitution for me
and in my name, place and stead to vote all the Common Stock of said
Corporation, standing in my name on its books on Friday, February 28, 1997, at
the Annual Meeting of its Shareholders to be held at Clark State Performing Arts
Center, Turner Studio Theater, 300 South Fountain Avenue, Springfield, Ohio, on
April 15, 1997, at 1:00 p.m. or at any adjournment thereof with all the powers
the undersigned would possess if personally present as follows:
1. To elect three directors of Class III:
Larry E. Kaffenbarger,
Chester L. Walthall,
Robert A. Warren
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
This proxy confers discretionary authority to vote "for" the proposition
listed above unless otherwise indicated. If any other business is presented at
said meeting, this proxy shall be voted in accordance with the recommendations
of the Board of Directors.
The Board of Directors recommends a vote "for" the proposition listed
above. This proxy is solicited on behalf of the Corporation's Board of Directors
and may be revoked prior to its exercise. Please sign and date this proxy and
return it in the enclosed envelope.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Detach above card, sign, date and mail in postage paid envelope provided.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
<PAGE> 15
REVOCABLE PROXY
SECURITY BANC CORPORATION
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING
APRIL 15, 1997
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of Security
Banc Corporation, Springfield, Ohio do hereby nominate and constitute and
appoint John E. Dibert and Roger L. Evans or any one of them with full power to
act alone my true and lawful attorney(s) with full power of substitution for me
and in my name, place and stead to vote all the Common Stock of said
Corporation, standing in my name on its books on Friday, February 28, 1997, at
the Annual Meeting of its Shareholders to be held at Clark State Performing Arts
Center, Turner Studio Theater, 300 South Fountain Avenue, Springfield, Ohio, on
April 15, 1997, at 1:00 p.m. or at any adjournment thereof with all the powers
the undersigned would possess if personally present as follows:
With- For All
For hold Except
1. To elect three directors of Class III: [ ] [ ] [ ]
Larry E. Kaffenbarger,
Chester L. Walthall,
Robert A. Warren
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
This proxy confers discretionary authority to vote "for" the proposition
listed above unless otherwise indicated. If any other business is presented at
said meeting, this proxy shall be voted in accordance with the recommendations
of the Board of Directors.
The Board of Directors recommends a vote "for" the proposition listed
above. This proxy is solicited on behalf of the Corporation's Board of Directors
and may be revoked prior to its exercise. Please sign and date this proxy and
return it in the enclosed envelope.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Please be sure to sign and date Date
this Proxy in the box below.
Shareholder sign above --- Co-holder (if any) sign above
- -------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
SECURITY BANC CORPORATION
- -------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- -------------------------------------------------------------------------------
