<PAGE> 1
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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SECURITY BANC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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
Clark State Performing Arts Center, Turner Studio Theatre, 300 South Fountain
Avenue, Springfield, Ohio, 45502 on Tuesday, April 21, 1998 at 1:00 p.m. for the
purpose of considering and voting upon the following matters.
1. To elect four directors of Class I to serve until the Annual
Meeting of Shareholders in 2001 or in the case of each
director until his successor is duly elected and qualified.
2. Adoption of Amendment to Article IV of the Company's Amended
Articles of Incorporation, changing the number of authorized
shares of the Company's Common Stock from eleven million
(11,000,000) to eighteen million (18,000,000) shares, changing
the par value for each share to one dollar and fifty-six
twenty-five cents ($1.5625) which will permit the Board of
Directors to declare the subsequent two (2) for one (1) stock
split for each share owned.
3. Approval of the Corporation's 1998 Stock Option Plan.
4. 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 27, 1998 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 20, 1998
PROXY STATEMENT 1
<PAGE> 3
SECURITY BANC CORPORATION
PROXY STATEMENT
40 South Limestone Street, Springfield, Ohio 45502
March 20, 1998
(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 21, 1998, 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. 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.
PROXY STATEMENT 2
<PAGE> 4
VOTING SECURITIES
The Board of Directors has fixed the close of business on Friday, February 27,
1998 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 6,065,586 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.
Abstentions and broker non votes are counted as shares present at the meeting
for purposes of determining the presence of a quorum and, except in the election
of directors, have the effect of a vote against each matter considered by the
shareholders.
PROXY STATEMENT 3
<PAGE> 5
PRINCIPAL SHAREHOLDERS
Set forth below is certain information about the only shareholders known by the
Corporation to be a beneficial owner of more than 5% of the outstanding Common
Shares of the Corporation as of December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF COMMON
NAME AND ADDRESS BENEFICIALLY OWNED SHARES
---------------- ------------------ ------
<S> <C> <C>
Fleet National Bank 356,984 6%
159 E. Main Street
Rochester, New York 14604
Martin Brown Hull & Harper
c/o Robert E. Harley
1 South Limestone Street
Springfield, OH 45502
As Co Trustees
On Behalf of Jane P. B. Hollenbeck Trust
Mr. Richard L. and Mrs. Barbara Kuss 305,687 5%
1130 Vester Avenue
Suite A
Springfield, Ohio 45503
Security National Bank Trust Department 1,001,870(1) 16.5%
40 South Limestone Street
Springfield, OH 45502
</TABLE>
(1) Includes 1,001,870 shares of stock held by Security National Bank and
Trust held in Trust, which the Corporation has sole voting power for
693,471 shares and shared voting for 78,684 shares.
PROXY STATEMENT 4
<PAGE> 6
PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors of the 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 I expire with this Annual Meeting. The directors of Class II
and Class III will continue in office. The Shareholders are being asked to vote
on the re-election of the four (4) Directors in Class I. Nominees are to be
elected to serve until the 2001 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 four (4) 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 four (4) nominees for election to the Board of Directors
along with present Directors of Class II and Class III, 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, 1997, and percent of class.
PROXY STATEMENT 5
<PAGE> 7
NOMINEES FOR DIRECTORS OF CLASS I
For Three Year Term Expiring Annual Meeting 2001
<TABLE>
<CAPTION>
NAME SHARES OF
POSITION WITH COMMON STOCK PERCENT
CORPORATION DIRECTOR BENEFICIALLY OF
OR OCCUPATION AGE SINCE OWNED CLASS
AT 12-31-97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harry O. Egger 58 1977 78,049(1) 1.3%
Chairman of the Board, President and CEO
Security Banc Corporation
Chairman of the Board and CEO
Security National Bank and Trust Co.
Scott A. Gabriel 39 1997 3,268 *
Director, President and CEO
Third Savings & Loan Company
Director, Security Banc Corporation
Jane N. Scarff 69 1990 10,240 *
Vice President, Scarff Nursery, Inc.
Thomas J. Veskauf 66 1986 2,685(2) *
Partner: Gorman, Veskauf, Henson & Wineberg
Attorneys at Law
</TABLE>
PROXY STATEMENT 7
<PAGE> 8
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS II
Term Expiring Annual Meeting 1999
<TABLE>
<CAPTION>
SHARES OF
NAME COMMON STOCK PERCENT
POSITION WITH DIRECTOR BENEFICIALLY OF
CORPORATION AGE SINCE OWNED CLASS
OR OCCUPATION AT 12-31-97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry D. Ewald 59 1987 21,468(3) *
President, Process Equipment Co.
Richard E. Kramer 63 1988 13,488(4) *
President, Fulmer Supermarkets, Inc.
James R. Wilson 58 1996 22,531(5) *
Director, President, & CEO
Citizens National Bank
Director, Security Banc Corporation
</TABLE>
PROXY STATEMENT 8
<PAGE> 9
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS III
Term Expiring Annual Meeting 2000
<TABLE>
<CAPTION>
SHARES OF
NAME COMMON STOCK PERCENT
POSITION WITH DIRECTOR BENEFICIALLY OF
CORPORATION AGE SINCE OWNED CLASS
OR OCCUPATION AT 12-31-97
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry E. Kaffenbarger 56 1995 1,740 *
President, Kaffenbarger Truck Equipment Co.
Chester L. Walthall 56 1994 1,836(6) *
President, Heat-Treating, Inc.
Robert A. Warren 54 1996 1,020 *
President, Hauck Bros., Inc.
</TABLE>
*Less than one percent (1%).
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 30,000 shares owned by the wife of Harry O. Egger and
options for 1,400 shares which are exercisable within 60 days
of December 31, 1997.
(2) Includes 545 shares owned by the wife of Thomas J. Veskauf.
(3) 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.
(4) Includes 1,090 shares owned by the wife of Richard E. Kramer
and includes 10,004 shares held in trust as to which Richard
E. Kramer has shared investment and voting power.
(5) Includes 12,554 shares owned by wife and minor children.
(6) Includes 1,516 shares held by the wife of Chester L. Walthall.
PROXY STATEMENT 6-1
<PAGE> 10
BENEFICIAL OWNERSHIP OF MANAGEMENT
SHARES OF
COMMON STOCK PERCENT
BENEFICIALLY OF
NAME OWNED CLASS
AT 12-31-97
- --------------------------------------------------------------------------
[S] [C] [C]
Harry O. Egger 78,049(1) 1.3%
James R. Wilson 22,531(2) *
Scott A. Gabriel 3,268 *
William C. Fralick 12,744(3) *
J. William Stapleton 16,295(4) *
- -------------------
(1) See footnote number (1) under Board of Directors.
(2) See footnote number (5) under Board of Directors.
(3) Includes 5,400 options which are exercisable within 60 days of December
31, 1997.
(4) Includes 4,912 shares owned by the wife of J. William Stapleton and
options for 1,400 shares which are exercisable within 60 days of
December 31, 1997.
As of December 31, 1997, the Directors and Executive Officers of the
Corporation, as a group, beneficially owned an aggregate of 234,632 shares of
the Corporation's Common Stock which constitutes approximately three point eight
percent (3.8%) of the shares outstanding.
PROXY STATEMENT 6-2
<PAGE> 11
PROPOSAL II: TO AMEND ARTICLE IV OF AMENDED ARTICLES OF INCORPORATION
The Board of Directors recommends adoption of the Amendment of Article IV of the
Corporation's Amended Articles of Incorporation in the manner shown in Appendix
A hereto. The proposed amendment to Article IV would change the par value of the
Corporation's Common Stock from three and one eighth ($3.125) to one dollar and
fifty-six twenty-five cents ($1.5625) per share. The proposed amendment to
Article IV would provide the authority for the Corporation to increase shares
authorized from eleven million (11,000,000) to eighteen million (18,000,000). In
addition, if the proposed amendment is adopted, the Board of Directors intends
to declare a two (2) for one (1) stock split of the Corporation's outstanding
common stock. If Proposal III described later in the Proxy Statement under the
caption "Proposal III: Approval of the Corporation's 1998 Stock Option Plan" is
approved, the number of shares covered by the 1998 Stock Option Plan will be
increased to 120,000 shares. If the amendment is adopted by the shareholders at
the Annual Meeting, it is expected that the amendment will be duly filed with
the Secretary of the State of Ohio.
The Board of Directors recommends the adoption of this amendment by the
shareholders because it considers the proposed change to be in the best interest
of the Corporation and its shareholders. The proposed stock split is expected to
result in a reduced market price of the Corporation's Common Stock in a range
which will be more attractive to small investors and which will benefit both the
shareholders and the Corporation by encouraging a broader market for the stock.
The proposed stock split of the issued shares of the Common Stock will not
result in any change in the relative rights or interests of the present
shareholders since each shareholder would receive additional shares in direct
proportion to current holdings.
Shareholders eligible to receive certificates for the additional shares to be
issued pursuant to the proposed amendment would be those owning shares of record
at the close of business on May 29, 1998. It is expected that certificates
representing the additional shares would be distributed by mail on or about June
10, 1998. Existing certificates would continue to represent the number of shares
specified therein.
The Corporation has been advised by its counsel that in their opinion
shareholders will not realize taxable income and there will be no gain or loss
to them under the Internal Revenue Code of 1954, as amended, as a result of the
proposed stock split.
If the proposed amendment is approved and the stock split effected, the
Corporation anticipates a quarterly dividend rate of approximately eleven cents
($0.11) per share.
The resolution attached to this Proxy Statement as Appendix A will be submitted
for adoption at the Annual Meeting. The affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock of the Corporation is
necessary to adopt the proposed amendment. Proxies will be voted in favor of the
resolution unless otherwise instructed by the shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ADOPTION OF PROPOSED
AMENDMENT.
PROXY STATEMENT 8a
<PAGE> 12
PROPOSAL III: APPROVAL OF THE CORPORATION'S 1998 STOCK OPTION PLAN
A proposal to approve the Corporation's 1998 Stock Option Plan ("1998 Plan")
will be presented at the Annual Meeting of Shareholders. The Board of Directors
of the Corporation adopted the 1998 Plan on February 17, 1998, and recommends
its approval by the Corporation's shareholders.
SUMMARY OF PLAN
The 1998 Plan is intended as an incentive to encourage stock ownership by
employees of the Corporation by providing for the grant of options to purchase
Common Stock of the Corporation so that they may acquire or increase their
proprietary interest in the success of the Corporation. All employees will be
eligible to receive options under the 1998 Stock Option Plan.
Options may be granted under the 1998 Plan for a maximum of sixty thousand
(60,000) shares of Common Stock of the Corporation, subject to adjustment for
stock splits, stock dividends and other changes in capitalization (including an
increase to 120,000 shares if the proposal to amend the Corporation's Amended
Articles of Incorporation is adopted at the Annual Meeting). The shares will be
made available from authorized but unissued shares of Common Stock of the
Corporation. On February 17, 1998, the closing price per share of Common Stock
of the Corporation was $55.00 as reported by the market maker of the
Corporation.
The 1998 Plan will be administered by the Executive Compensation Committee. The
Committee will determine the employees to whom options will be granted, the
number of shares subject to option, and the other terms and conditions of the
options, including any performance related terms, which in any event must not be
inconsistent with the terms of the 1998 Plan.
All options must be granted on or before April 21, 2008, and cannot be exercised
after the expiration of ten (10) years from the date of grant. The exercise
price must not be less than the fair market value of the underlying shares of
Common Stock of the Corporation on the date of grant.
Upon the exercise of an option, the underlying shares of Common Stock must be
paid for in full, either by check payable to the Corporation or by delivery of
Common Stock having a fair market value equal to the exercise price, or in any
combination thereof.
The Board of Directors of the Corporation may amend, modify or terminate the
1998 Plan at any time without approval unless such approval otherwise is
required by applicable law. No action may be taken by the Corporation that would
impair the validity of any then outstanding option or which would prevent any
then outstanding incentive stock options from qualifying as such.
No options have been granted under the 1998 Plan and it is contemplated that no
such options will be granted under the 1998 Plan until after the shareholders
approve the 1998 Plan. The 1998 Plan will be null and void if it is not approved
by the shareholders of the Corporation at the Annual Meeting on April 21, 1998.
A resolution calling for the approval of the 1998 Plan will be introduced at the
meeting. The persons appointed as proxies will vote FOR this proposal, unless
otherwise directed.
Approval of the 1998 Stock Option Plan will also constitute a release of all
pre-emptive rights with respect to the shares of Common Stock covered by the
1998 Plan.
The Corporation believes that its stock option plans have made a significant
contribution to the success of the Corporation in attracting and retaining
employees and encouraging their ownership of the Corporation. The proposed plan
in its entirety is attached as Appendix B.
PROXY STATEMENT 8b-1
<PAGE> 13
The Board of Directors intends to cause the following resolution to be presented
to shareholders for approval at the Annual Meeting.
"Resolved, that the Security Banc Corporation's 1998 Stock Option Plan
be and it hereby is approved and adopted by the shareholders of the
Corporation. The affirmative vote of the holders of a majority of all
outstanding shares of Common Stock shall be sufficient for the approval
and adoption of the 1998 Stock Option Plan. Said approval will also
provide a waiver and release of preemptive rights for the sixty
thousand (60,000) shares." (One hundred twenty thousand (120,000)
shares upon approval of Proposal II by the shareholders.)
THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE OUTSTANDING COMMON SHARES
IS REQUIRED IN ORDER TO APPROVE THE 1998 PLAN.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE 1998
PLAN.
PROXY STATEMENT 8b-2
<PAGE> 14
MEETINGS OF THE CORPORATION BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1997, the Corporation's Board of Directors held six (6) 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, 1997 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 four (4) times in 1997.
The Executive Compensation Committee of the Corporation is composed of Directors
Ewald, Scarff, Sweet, and Walthall. The Executive Compensation Committee met
three (3) times in 1997. 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 among the Directors, who are
not employed by the Corporation or its subsidiaries, all of whom were present
for at least seventy-five percent (75%) of the meetings of this Committee.
Directors Kramer, Scarff, Sweet, and Warren were members of the Committee as of
December 31, 1997. The Audit Committee met four (4) times in 1997. 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".
PROXY STATEMENT 9
<PAGE> 15
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
This Committee deals with compensation issues as they pertain to executive
officers.
When the compensation and benefit package for the Chief Executive Officer 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, the Committee believes Mr. Egger's compensation is a fair
reflection of the services he performs for the Corporation.
In addition, the Committee approved compensation recommendations for all other
named executive officers of the Corporation. Executive Officer salary and bonus
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
W. Dean Sweet, (Committee Chairperson)
Chet L. Walthall
PROXY STATEMENT 10
<PAGE> 16
PERFORMANCE GRAPH
The graph summarizes cumulative return (assuming reinvestment of dividends on a
quarterly basis) experienced by the Corporation's shareholders over the years
1993 through 1997, compared to the S&P 500 Stock Index, and the NASDAQ Bank
Index.
(Please make this a line graph see annual report from last year)
- --------------------------------------------------------------------
NASDAQ S & P 500 SBC
BANK STOCKS
- --------------------------------------------------------------------
1993 151 113 114
- --------------------------------------------------------------------
1994 167 117 128
- --------------------------------------------------------------------
1995 210 152 157
- --------------------------------------------------------------------
1996 249 183 214
- --------------------------------------------------------------------
1997 411 258 313
- --------------------------------------------------------------------
Assumes $100 invested on 1-1-93 in Security Banc Corporation Common Stock,
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.
PROXY STATEMENT 11
<PAGE> 17
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 AWARD
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION (1)
$ $ $ # $
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry O. Egger
Director, Chairman of the
Board, President & CEO - 1997 385,000 100,000 0 0 7,619
Security Banc Corporation; 1996 350,000 75,000 0 7,000 8,278
Director, Chairman of the 1995 315,000 50,000 0 0 8,024
Board & CEO - Security
National Bank
James R. Wilson
Director - Security Banc 1997 165,500 10,500 0 0 25,589
Corporation; 1996 130,192 37,735 10,382 0 25,952
Director, President, and 1995 115,000 38,400 10,690 0 29,697
CEO - Citizens National Bank
Scott A. Gabriel
Director - Security Banc 1997 122,364 10,000 0 0 5,191
Corporation; 1996 99,400 17,000 0 0 0
Director, President and 1995 95,200 13,020 0 0 0
CEO - Third Savings & Loan
Co.
William C. Fralick
Vice President - Security 1997 138,320 16,200 0 0 5,562
Banc Corporation; 1996 115,000 15,000 0 7,000 3,974
Director and President - 1995 90,000 12,000 0 0 3,674
Security National Bank
J. William Stapleton
Executive Vice President 1997 138,320 16,200 0 0 5,095
and CFO - Security Banc 1996 115,000 15,000 0 7,000 3,902
Corporation; 1995 90,000 12,000 0 0 3,674
Director, Executive Vice
President and CFO -
Security National Bank
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All amounts shown represent funds contributed or allocated pursuant to
the 401 (K) Profit Sharing Savings Plan and Fringe Benefit Plans by the
Corporation.
PROXY STATEMENT 12
<PAGE> 18
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors of the Corporation are not paid a fee for serving on the
Corporate 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 and
Executive Officers, who are also employees of any of the affiliates of the
Corporation, receive no Board fees.
Pursuant to a Deferred Compensation Plan, corporate directors may annually defer
any amount of their compensation as directors of an affiliate until age seventy
(70) or until they cease to serve on the Board, whichever occurs last.
PROXY STATEMENT 13
<PAGE> 19
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 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 is employed as President and CEO of the Corporation's
Subsidiary, Citizens National Bank. His compensation is fixed at no less than
$165,000 per annum. In the event the Corporation 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 that, upon his normal retirement, he
will receive $50,000 annually for a period of 10 years. In the event of death
prior to retirement, the wife will receive $75,000 annually for a period of 10
years.
PROXY STATEMENT 14
<PAGE> 20
PROFIT SHARING PLAN
All employees of the Corporation and its affiliates become eligible participants
in the Corporation's Profit Sharing 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.
The Board of Directors of the Corporation annually determine the matching
contribution to the plan. For the plan year ended December 31, 1997 and December
31, 1996, 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
matching contributions are vested at twenty percent (20%) for each year of
eligibility service, based on five (5) year vesting schedule.
PROXY STATEMENT 16
<PAGE> 21
RETIREMENT PLANS
The following table shows estimated annual benefits payable for life to
participants upon retirement at age sixty-five (65) in 1997 under the Security
Banc Corporation 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>
150,000 32,292 48,436 64,584 80,729 96,875
200,000 39,283 61,104 82,925 104,746 125,000
300,000 41,902 65,904 89,907 113,910 125,000(4)
400,000 41,902 65,904 89,907 113,910 125,000(4)
500,000 41,902 65,904 89,907 113,910 125,000(4)
600,000 41,902 65,904 89,907 113,910 125,000(4)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the purpose of computing a benefit under the Plan on
December 31, 1997, Harry O. Egger, William C. Fralick, J.
William Stapleton, James R. Wilson, and Scott A. Gabriel have
twenty-two (22), twenty-two (22), twenty (20), one (1) and one
(1) 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 1997 maximum annual compensation limit of $160,000 used
to determine these benefits.
(4) Maximum IRC Section 415 annual pension payable in 1997
assuming a minimum of ten (10) years participation.
PROXY STATEMENT 17
<PAGE> 22
STOCK OPTION PLANS
The Corporation's 1987 and 1995 Stock Option Plans are administered by the Board
of Directors of the Corporation. Under the terms of the Plans, 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 $54.50 as of December 31, 1997.
The following table sets forth certain information regarding individual
exercises of stock options during 1997 by each of the named executives:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
and Fiscal Year End Option Values
- -----------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares 12/31/97 12/31/97
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
(#) $ (#) ($)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Harry O. Egger 0 $0 1,400 / 5,600 $30,100 / $120,400
William C. Fralick 840 $26,755 5,400 / 5,600 $200,100 / $120,400
J. William Stapleton 4,000 $112,000 1,400 / 5,600 $30,100 / $120,400
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
PROXY STATEMENT 18
<PAGE> 23
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, 1997.
PROXY STATEMENT 19
<PAGE> 24
RELATIONSHIP WITH CERTIFIED PUBLIC ACCOUNTANT
The Security Banc Corporation Board of Directors has retained the professional
services of Ernst & Young LLP, Certified Public Accountants for 1998. The
Corporation's financial statements for the previous fiscal year were examined by
Ernst & Young.
PROXY STATEMENT 20
<PAGE> 25
SHAREHOLDER PROPOSALS
Shareholders of the Corporation who wish to make a proposal to be included in
the Proxy Statement for the Corporation's 1999. Annual Meeting of Shareholders
which, unless changed, will be held on April 20, 1999, must cause such proposal
to be received by the Corporation at its principal office no later than November
19, 1998. 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 of Shareholder proposals. All proposals must be a proper subject for
action at the 1999 Annual Meeting.
PROXY STATEMENT 21
<PAGE> 26
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.
Harry O. Egger
Chairman of the Board and Chief Executive Officer
March 20, 1998
FORM 10-K ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
AVAILABLE WITHOUT CHARGE AFTER MARCH 31, 1998. TO OBTAIN A COPY, CALL (513)
324-6874 OR WRITE TO SHAREHOLDER RELATIONS, SECURITY BANC CORPORATION, 40 SOUTH
LIMESTONE STREET, SPRINGFIELD, OHIO 45502.
PROXY STATEMENT 22
<PAGE> 27
APPENDIX A
PROPOSED AMENDMENT TO ARTICLE IV
OF AMENDED ARTICLES OF INCORPORATION
Resolved, that Article IV of the Amended Articles of Incorporation of Security
Banc Corporation be and it hereby is amended in their entirety to read as
follows:
The aggregate number of common shares which the Corporation shall have
the authority to issue is eighteen million (18,000,000) shares each of
one dollar and fifty-six twenty-five cents ($1.5625) par value.
The Corporation, through its Board of Directors, shall have the power
to purchase, hold, sell, and transfer the shares of its own capital
stock provided that it does not use its funds or property for the
purchase of its own shares of capital stock when such use will cause
any impairment of its capital, except 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.
PROXY STATEMENT 22a
<PAGE> 28
APPENDIX B
SECURITY BANC CORPORATION
1998 STOCK OPTION PLAN
1. Name and Purpose. This Plan shall be known as the Security
Banc Corporation 1998 Stock Option Plan (the "Plan"). The purpose of the Plan is
to advance the interests of Security Banc Corporation (the "Corporation") by
providing material incentive for the continued services of key employees and by
attracting able personnel to employment with the Corporation and its
Subsidiaries. The term "Subsidiary" as used herein means a subsidiary
corporation (as the term is defined in Section 425(f) of the Internal Revenue
Code of 1986 (the "Code")) of the Corporation.
2. Administration. The Plan shall be administered by a
committee of directors (the "Committee") designated by the Board of Directors of
the Corporation. The Committee may establish, subject to the provisions of the
Plan, such rules and regulations as it deems necessary for the proper
administration of the Plan, and make such determinations and take such action in
connection therewith or in relation to the Plan as it deems necessary or
advisable, consistent with the Plan.
3. Eligibility. Officers and other employees of the
Corporation or any Subsidiary who are designated by the Committee as eligible to
participate in the Plan ("Eligible Employees") shall be eligible to participate
in the Plan and receive options granted under the Plan.
4. Shares Subject to Option. (a) The shares to be issued and
delivered by the Corporation upon exercise of options granted under the Plan are
the Corporation's common shares, which may be either authorized but unissued
shares or treasury shares.
(b) The aggregate number of common shares of the Corporation
which may be issued under the Plan shall not exceed 60,000; subject, however, to
the adjustment provided in Paragraph 8 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after adoption of this Plan
by the Board of Directors of the Corporation. No option may be granted under
this Plan which could cause such maximum limit to be exceeded.
(c) Common shares covered by an option which is no longer
exercisable with respect to such shares shall again be available for issuance in
connection with other options granted under this Plan.
5. Grant of Options. The Committee from time to time, in its
discretion and subject to the provisions of the Plan, may grant options to any
or all Eligible Employees. An Eligible Employee to whom an option has been
granted is referred to herein as an "Optionee." Each option shall be evidenced
by an "Option Agreement," signed by the Optionee and the Corporation, which
shall provide that the option shall be subject to the provisions of this Plan
and shall contain such other provisions as the Committee may prescribe not
inconsistent with this Plan.
6. Terms and Conditions of Option. All options granted under
this Plan shall contain such terms and conditions as the Committee determines at
the time of grant, subject to the foregoing and following limitations and
requirements.
(a) Form of Option. Incentive Options and Non-Qualified
Options may be granted under this Plan. "Incentive Option" means an option
granted under this Plan which is designated to be an incentive stock option
under the provisions of Section 422 of the Code; and any provisions elsewhere in
this Plan or in the Option Agreement for an Incentive Option which would prevent
such option from being an incentive stock option under the provisions of Section
422 of the Code may be deleted and/or voided retroactively to the date of the
granting of such option, by action of the Committee. "Non-Qualified Option"
means an option granted under this Plan which is not an incentive stock option
under the provisions of Section 422 of the Code. Non-Qualified Options shall not
be affected by any actions taken retroactively as provided above with respect to
Incentive Options.
1
<PAGE> 29
(b) Option price. The option price per share shall not be less
than 100% of the fair market value of a common share of the Corporation on the
date the option is granted, as determined by the Committee in a manner
consistent with the requirements of the Code for incentive stock options.
(c) 10% Shareholder. Notwithstanding any other provisions of
this Plan, with respect to an Incentive Option granted to an Optionee who, at
the time such option is granted, possesses, directly or indirectly, more than
10% of the voting power of all classes of capital shares of the Corporation, any
Subsidiary or any parent of the Corporation, the option price per share shall be
at least 110% of the fair market value of a common share of the Corporation,
determined as provided in Paragraph 6(b) above, and such option shall expire
five years from the date the option is granted.
(d) Period within which option may be exercised. Subject to
Paragraph 6(c) above, at the time an option is granted, the Committee shall
specify the maximum term during which the option may be exercised and may
provide for such other terms, restrictions, conditions and limitations on the
exercise of the option (including, without limitation, provisions that provide
the option may be exercised in full or in part only after the passage of a
specified period or periods of time or only if specified conditions have been
satisfied), if any, as it may deem appropriate. Notwithstanding any other
provision of this Plan, however, no option may be exercised after the expiration
of ten years from the date the option is granted.
(e) Termination of option by reason of termination of
employment. If an Optionee's employment with the Corporation and its
Subsidiaries terminates, all options granted under this Plan to such Optionee
which are not exercisable on the date of such termination of employment shall
immediately terminate. Any remaining options held by such Optionee also shall
terminate if not exercised before the expiration of the following periods, or at
such earlier time as the option may expire by its terms:
(i) seven days following the Optionee's termination
of employment, if such termination was not as a result of the death or
disability of the Optionee or the retirement of the Optionee under the
provisions of any retirement plan of the Corporation and/or any
Subsidiary;
(ii) 30 days following the Optionee's termination of
employment, if such termination was as a result of the retirement of
the Optionee under the provisions of any retirement plan of the
Corporation and/or any Subsidiary; or
(iii) one year following the Optionee's termination
of employment, if such termination was as a result of the death or
disability of the Optionee.
(f) Transferability. Each option shall be transferable by the
Optionee only to the extent specified by the Committee at the time the option is
granted and then only to the extent permitted by applicable law (including,
without limitation, the Code).
(g) More than one option granted to an Optionee. More than one
option, and more than one form of option, may be granted to an Optionee under
this Plan; provided, however, that the aggregate fair market value (determined
as of the time the option is granted as provided in Paragraph 6(b) above) of the
common shares with respect to which incentive stock options are exercisable for
the first time by any Optionee during any calendar year under this Plan and all
other plans of the Corporation, any Subsidiary and any parent corporation shall
not exceed $100,000, or such other maximum amount as may be permitted from time
to time by the Code. To the extent that the foregoing limitation would be
exceeded by all or part of an Incentive Option, the excess portion shall
constitute a Non-Qualified Option and not an Incentive Option. A single option
grant may include both an Incentive Option and a Non-Qualified Option.
(h) Compliance with securities laws. Options granted and
shares issued by the Corporation upon exercise of options shall be granted and
issued only in full compliance with all applicable securities laws, including
laws, rules and regulations of the Securities and Exchange Commission and
applicable state Blue Sky laws. With respect thereto, the Committee may impose
such conditions on transfer, restrictions and limitations as it may deem
necessary and appropriate to assure compliance with such applicable securities
laws.
2
<PAGE> 30
7. Method of Exercise. An option granted under this Plan that
is eligible to be exercised may be exercised by written notice given to the
Committee, signed by the Optionee or by such other person as is entitled to
exercise such option. The notice of exercise shall state the number of common
shares in respect of which the option is being exercised and shall either be
accompanied by payment of the full option price for such common shares or shall
fix a date (not more than ten business days from the date of such notice) for
the payment of the full purchase price of the common shares being purchased. All
or any portion of the option price may be paid by the transfer of common shares
of the Corporation from the Optionee to the Corporation, to the extent permitted
by law. Such shares shall be valued for this purpose at their fair market value
on the date they are transferred to the Corporation as payment, determined in
the same manner as is provided in Paragraph 6(b). A certificate or certificates
for the common shares purchased through the exercise of an option shall be
issued in regular course after the exercise of the option and payment therefor.
No Optionee shall have any of the rights or privileges of a shareholder with
respect to any common shares issuable upon exercise of an option until the
option is duly exercised and certificates representing such shares have been
issued.
8. Share Adjustments. In the event there is any change in the
Corporation's common shares resulting from stock splits, stock dividends,
combinations, recapitalizations or exchanges of shares or other similar capital
adjustments, the Committee shall make equitable proportionate adjustments in:
(a) the number of common shares remaining available for option under this Plan,
(b) the number of common shares subject to options granted under this Plan, and
(c) the option price of outstanding options granted under this Plan.
9. Merger, Consolidation, or Sale of Assets. Unless otherwise
determined by the Committee at the time an option is granted, upon the
occurrence of a Change of Control (as hereinafter defined), each outstanding
option granted under the Plan shall become exercisable in full notwithstanding
any vesting schedule or other similar limitation on the right of the Optionee to
exercise such option. For purposes of this Plan, "Change of Control" means a
change of control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14 of Regulation 14A adopted under the Exchange Act or
any similar successor disclosure provisions. Without limiting the foregoing, a
"Change of Control" shall be deemed to have occurred if: (i) any "person," as
such term is used in Section 13(d) and 14(d)(2) of the Exchange Act (excluding,
for this purpose, the Corporation or any Subsidiary or any employee benefit plan
of the Corporation or any Subsidiary), including any "group" of persons, becomes
the beneficial owner (as determined in accordance with Rule 13d-3 adopted under
the Exchange Act), directly or indirectly, of securities of the Corporation
which, together with any other securities of the Corporation theretofore
directly or indirectly beneficially owned by such person, represent 20% or more
of the combined voting power of the Corporation's then outstanding securities;
(ii) at any election or series of elections, persons not proposed for nomination
or nominated by the Board of Directors of the Corporation are elected as
directors of the Corporation and together constitute 20% or more of the number
of directors of the Corporation; or (iii) any person or group solicits and
receives valid proxies for the election of directors in opposition to the
nominees of the Board of Directors of the Corporation representing an aggregate
of 20% or more of the combined voting power of the Corporation's then
outstanding securities.
10. Authority of the Committee with Respect to Outstanding
Options.
(a) Subject to the limitations set forth in Paragraph 6 with
respect to the maximum term of any option, the Committee may waive or modify at
any time, either before or after the granting of an option, any condition,
limitation or restriction with respect to the exercise of such option imposed by
or pursuant to this Plan in such circumstances as the Committee may, in its
discretion, deem appropriate; provided, however, that any such waiver or
modification with respect to an outstanding option shall be subject to the same
limitations applicable to amendments to outstanding options, as set forth in
Paragraph 10(c) below.
(b) Subject to the other terms and provisions of this Plan,
the Committee may amend any outstanding option; provided, however, that (i) no
such amendment may reduce the option price of the option (except to set forth an
adjustment in the option price made pursuant to Paragraph 8 above) or extend the
maximum term during which the option, if fully vested, may be exercised, and
(ii) if the amendment would adversely affect the rights of the Optionee, the
consent of the Optionee to such amendment must be obtained.
3
<PAGE> 31
11. Amendment and Termination. (a) The Board of Directors of
the Company from time to time may amend this Plan in such respects as it may
deem advisable; provided, however, that any such amendment must be approved by
the holders of the outstanding common shares of the Corporation by such vote (if
any) as then may be required by, and otherwise in compliance with, applicable
federal and state law (including Rule 16b-3 or any successor provision adopted
under the Exchange Act) and the requirements of any stock exchange or other
trading system upon which the common shares of the Corporation then may be
listed.
(b) The Board of Directors may terminate this Plan at any
time.
(c) No amendment to this Plan nor the termination of this Plan
shall adversely affect any option outstanding at the time of such amendment or
termination without the consent of the Optionee holding such option, and all
such outstanding options shall remain in full force and effect as if the Plan
had not been adversely amended or terminated.
12. Corporation's Responsibility. All expenses of this Plan,
including the cost of maintaining records, shall be borne by the Corporation.
The Corporation shall have no responsibility or liability for any act or thing
done or left undone with respect to the price, time, quantity, or other
conditions and circumstances of the purchase of common shares under the terms of
this Plan, so long as the Corporation acts in good faith.
13. Implied Consent of Optionees. Every Optionee, by his
acceptance of an option under this Plan, shall be deemed to have consented to be
bound, on his own behalf and on behalf of his heirs, assigns, and legal
representatives, by all of the terms and conditions of this Plan.
14. No Effect on Employment Status. The fact that an employee
has been granted an option under this Plan shall not limit or otherwise qualify
the right of his employer to terminate his employment at any time.
15. Saving Provision. With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or any successor rule
adopted under the Exchange Act. To the extent any provision of this Plan or any
action by the Board of Directors of the Corporation or the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board of Directors of the Corporation or the Committee.
16. Shareholder Approval and Term of Plan. (a) The Plan shall
become effective upon approval by the affirmative vote of the holders of a
majority of the outstanding common shares of the Corporation. By adopting the
Plan by such vote, the holders of the Corporation's common shares waive
pre-emptive rights with respect to the Shares issuable upon exercise of options
granted under the Plan, in accordance with Section 1701.15(A)(8) of the Ohio
Revised Code.
(b) No options shall be granted under this Plan after April
21, 2008 or after such earlier date as this Plan may be terminated in accordance
with Paragraph 11.
- -------------------------------
4
<PAGE> 32
(left side)
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE SECURITY BANC CORPORATION
PROXY FOR ANNUAL MEETING
APRIL 21, 1998
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned Shareholder of Security
Banc Corporation, Springfield, Ohio do hereby nominate and constitute and
appoint Peter G. Geil and Sherman R. Kapp or any one of them with full power to
act alone my true and lawful attorney(s) with full power of substitution for me
and in my name, place and stead to vote all the Common Stock of said
Corporation, standing in my name on its books on February 27, 1998, 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
Tuesday, April 21, 1998, at 1:00 p.m. or at any adjournment thereof with all the
powers the undersigned would possess if personally present as follows:
-------------------------------
Please be sure to sign and date Date
this Proxy in the box below. -------------------------------
- --------------------------------------------------------------------------------
- ------------Shareholder sign above---------Co-holder (if any) sign above--------
With- For All
(right side) For hold Except
1. To elect four directors of Class I [ ] [ ] [ ]
Harry O. Egger
Scott A. Gabriel
Jane N. Scarff
Thomas J. Veskauf
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.
<TABLE>
<S> <C> <C> <C>
For Against Abstain
2. Adoption of Amendment to Article IV of the Company's [ ] [ ] [ ]
Amended Articles of Incorporation, changing the number
of authorized shares of the Company's Common Stock from
eleven million (11,000,000) to eighteen million
(18,000,000) shares, changing the par value for each
share to one dollar and fifty-six twenty-five cents
($1.5625) which will permit the Board of Directors to
declare the subsequent two (2) for one (1) stock split
for each share owned.
For Against Abstain
3. Approval of the Corporation's 1998 Stock Option Plan. [ ] [ ] [ ]
</TABLE>
- ---------------------------------------------------------------
This proxy confers discretionary authority to vote "for" the propositions 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.
................................................................................
Detatch above card, sign, date and mail in postage paid envelope provided
SECURITY BANC CORPORATION
