SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
SECURITY BANC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
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 Casey's 2205 Park Road, Springfield, Ohio, 45504 on Tuesday, April 20,
1999 at 1:00 p.m. for the purpose of considering and voting upon the following
matters.
1. To elect four directors of Class II to serve until the Annual
Meeting of Shareholders in 2002 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 26,
1999 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
/s/J. William Stapleton
- -----------------------
J. William Stapleton
Executive Vice President/Secretary
Springfield, Ohio
March 19, 1999
<PAGE>
SECURITY BANC CORPORATION
PROXY STATEMENT
40 South Limestone Street, Springfield, Ohio 45502
March 19, 1999
(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 20, 1999, 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.
VOTING SECURITIES
The Board of Directors has fixed the close of business on Friday, February
26, 1999 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 12,172,436 shares, par value
$1.5625 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.
<PAGE>
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, 1998.
<TABLE>
<CAPTION>
Name and Address Number of Shares Beneficially Owned % of Common Shares
---------------- ----------------------------------- ------------------
<S> <C> <C>
Fleet National Bank 681,168 5.6%
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 536,372 4.4%
1130 Vester Avenue
Suite A
Springfield, OH 45503
Security National Bank Trust Department 1,501,056 12.4%
40 South Limestone Street
Springfield, OH 45502
</TABLE>
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 II expire with this Annual Meeting. The directors of
Class I 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 II. Nominees are
to be elected to serve until the 2002 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 I 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, 1998, and percent of class.
<PAGE>
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS OF CLASS II
For Three Year Term Expiring Annual Meeting 2002
Shares of
Name Common Stock
Position with Beneficially Percent
Corporation Director Owned of
Or Occupation Age Since at 12-31-98 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Vincent J. Demana 58 1998 33,604 *
Chairman and CEO, Benjamin Steel Co., Inc.
President, All State Steel Co., Inc.
Larry D. Ewald 60 1987 42,936(1) *
President, Process Equipment Co.
Richard E. Kramer 64 1988 29,744(2) *
Retired, President Fulmer Supermarkets, Inc.
James R. Wilson 59 1996 41,908(3) *
Director, President, and CEO
Citizens National Bank
Director, Security Banc Corporation
</TABLE>
*Less than one percent (1%).
<PAGE>
<TABLE>
<CAPTION>
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS I
Term Expiring Annual Meeting 2001
Shares of
Name Common Stock
Position with Beneficially Percent
Corporation Director Owned of
Or Occupation Age Since at 12-31-98 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Harry O. Egger 59 1977 132,603(4) 1.1%
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 40 1997 10,142(5) *
Director, President and CEO
Third Savings & Loan Company
Director, Security Banc Corporation
Dr. Karen E. Nagle 50 1998 640 *
President and CEO
Clark State Community College
Thomas J. Veskauf 67 1986 6,070(6) *
Partner: Gorman, Veskauf, Henson & Wineberg
Attorneys at Law
<CAPTION>
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS III
Term Expiring Annual Meeting 2000
Shares of
Name Common Stock
Position with Beneficially Percent
Corporation Director Owned of
Or Occupation Age Since at 12-31-98 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Larry E. Kaffenbarger
President, Kaffenbarger Truck Equipment Co. 57 1995 3,480 *
Chester L. Walthall 57 1994 4,072(7) *
President, Heat-Treating, Inc.
Robert A. Warren 55 1996 3,490 *
President, Hauck Bros., Inc.
</TABLE>
*Less than one percent (1%).
<PAGE>
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.
(1) Includes 15,252 shares owned by the wife of Larry D. Ewald and
includes 8,000 shares held in a trust as to which Larry D. Ewald, as co-trustee,
shared investment and voting power.
(2) Includes 2,310 shares owned by the wife of Richard E. Kramer and
includes 22,516 shares held in trust as to which Richard E. Kramer has shared
investment and voting power.
(3) Includes 522 shares held by the wife of James R. Wilson, includes
14,300 shares held jointly by wife and children and includes 4,948 shares held
in trust by wife.
(4) Includes 58,604 shares owned by the wife of Harry O. Egger and options
for 5,600 shares which are exercisable within 60 days of December 31, 1998.
(5) Includes 125 shares owned by wife of Scott A. Gabriel.
(6) Includes 1,790 shares owned by the wife of Thomas J. Veskauf.
(7) Includes 3,032 shares held by the wife of Chester L. Walthall.
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF MANAGEMENT
Shares of
Common Stock
Beneficially Percent
Owned of
Name at 12-31-98 Class
---- ----------- -----
<S> <C> <C>
Harry O. Egger 132,603(1) 1.1%
James R. Wilson 41,908(2) *
Scott A. Gabriel 10,142(3) *
William C. Fralick 27,153(4) *
J. William Stapleton 37,003(5) *
</TABLE>
(1) See footnote number (4) under Board of Directors.
(2) See footnote number (3) under Board of Directors.
(3) See footnote number (5) under Board of Directors.
(4) Includes 8,000 shares owned by the wife of William C. Fralick and options
for 5,600 shares which are exercisable within 60 days of December 31, 1998.
(5) Includes 12,624 shares owned by the wife of J. William Stapleton and
options for 2,800 shares which are exercisable within 60 days of December
31, 1998.
As of December 31, 1998, the Directors and Executive Officers of the
Corporation, as a group, beneficially owned an aggregate of 479,419 shares of
the Corporation's Common Stock which constitutes approximately three point nine
percent (3.9%) of the shares outstanding.
*Less than one percent (1%).
MEETINGS OF THE CORPORATION BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1998, the Corporation's Board of Directors held five (5) scheduled
meetings. All of the directors attended at least seventy-five percent (75%) of
the scheduled meetings of the Board of Directors and each committee of the
Board.
The Executive Committee rotates on a regularly scheduled basis. Those
members of the Committee at December 31, 1998 were Directors Egger, Ewald,
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 three (3) times in 1998.
The Executive Compensation Committee of the Corporation is composed of
Directors Ewald, Kaffenbarger, Kramer, and Walthall. The Executive Compensation
Committee met three (3) times in 1998. The purpose of the Executive Compensation
Committee is to establish and execute compensation policy and programs for
executives of the organization.
<PAGE>
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. Directors Demana,
Kramer, and Warren were members of the Committee as of December 31, 1998. The
Audit Committee met four (4) times in 1998. 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".
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, (Committee Chairperson)
Larry E. Kaffenbarger
Richard E. Kramer
Chester L. Walthall
<PAGE>
PERFORMANCE GRAPH
The graph summarizes cumulative return (assuming reinvestment of dividends
on a quarterly basis) experienced by the Corporation's shareholders over the
years 1994 through 1998, compared to the S&P 500 Stock Index, and the NASDAQ
Bank Index.
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
NASDAQ S & P 500 SBC
Bank Stocks
- ----------------------------------------------------
12/31/1993 100 100 100
12/31/1994 101 98 112
12/31/1995 146 132 137
12/31/1996 185 159 187
12/31/1997 302 208 273
12/31/1998 267 264 468
Assumes $100 invested on 12-31-93 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.
<PAGE>
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) years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Long
Term
ANNUAL COMPENSATION Compen-
sation
------------------------------------------------ ---------
Other Award
Annual Stock All Other
Name and Principal Salary Bonus Compensation Options Compensation(1)
Position Year $ $ $ # $
-------- ---- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Harry O. Egger
Director, Chairman of the Board,
President and CEO 1998 400,000 125,200 0 5,800 7,910
Security Banc Corporation; 1997 385,000 100,000 0 0 7,619
Director, Chairman of the Board and CEO 1996 350,000 75,000 0 14,000 8,278
Security National Bank
James R. Wilson 1998 175,000 10,000 0 4,000 17,549
Director - Security Banc Corporation; 1997 165,500 10,500 0 0 25,589
Director, President, and CEO 1996 130,192 37,735 10,382 0 25,952
Citizens National Bank
Scott A. Gabriel
Director - Security Banc Corporation; 1998 132,000 13,000 0 4,000 4,968
Director, President and CEO 1997 122,364 10,000 0 0 5,191
Third Savings & Loan Company 1996 99,400 17,000 0 0 0
William C. Fralick
Vice President - Security Banc Corporation; 1998 150,000 20,200 0 4,000 5,900
Director and President 1997 138,320 16,200 0 0 5,562
Security National Bank 1996 115,000 15,000 0 14,000 3,974
J. William Stapleton
Executive Vice President and CFO 1998 150,000 20,200 0 4,000 5,900
Security Banc Corporation; 1997 138,320 16,200 0 0 5,095
Director, Executive Vice President and CFO 1996 115,000 15,000 0 14,000 3,902
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.
<PAGE>
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.
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.
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, his wife will receive $75,000 annually for a period of 10
years.
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, 1998 and December
31, 1997, 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.
<PAGE>
RETIREMENT PLANS
The following table shows estimated annual benefits payable for life to
participants upon retirement at age sixty-five (65) in 1998 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> <C>
150,000 32,182 48,273 64,365 80,456 96,547
200,000 38,311 60,077 81,844 103,610 125,376
300,000 40,493 64,441 88,389 112,337 130,000(4)
400,000 40,493 64,441 88,389 112,337 130,000(4)
500,000 40,493 64,441 88,389 112,337 130,000(4)
600,000 40,493 64,441 88,389 112,337 130,000(4)
</TABLE>
(1) For the purpose of computing a benefit under the Plan on December 31, 1998,
Harry O. Egger, William C. Fralick, J. William Stapleton, James R. Wilson,
and Scott A. Gabriel have twenty-three (23), twenty-three (23), twenty-one
(21), two (2) and four (4) 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 1998 maximum annual compensation limit of $160,000 used to determine
these benefits.
(4) Maximum IRC Section 415 annual pension payable in 1998 assuming a minimum
of ten (10) years participation.
<PAGE>
STOCK OPTION PLANS
The Corporation's 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 Employees. 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 $46.00 as of December 31, 1998.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
and Fiscal Year End Option Values
- ---------------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares 12/31/98 12/31/98
Option Acquired on Value Exercisable/ Exercisable/
Name Plan Exercise Realized (1) Unexercisable Unexercisable (2)
(#) (#) ($) (#) ($)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harry O. Egger 87 0 0 2,240 / 3,360 $66,080 / $ 99,120
95 0 0 3,360 / 5,040 $99,120 /$148,680
98 0 0 0 / 5,800 $0 / $ 55,100
James R. Wilson 98 0 0 0 / 4,000 $0 / $ 38,000
Scott A. Gabriel 98 0 0 0 / 4,000 $0 / $ 38,000
William C. Fralick 87 8,000 $254,000 2,240 / 3,360 $66,080 / $ 99,120
95 0 0 3,360 / 5,040 $99,120 /$148,680
98 0 0 0 / 4,000 $0 / $ 38,000
J. William Stapleton 87 1,120 $ 14,000 1,120 / 3,360 $33,040 / $ 99,120
95 1,680 $ 21,000 1,680 / 5,040 $49,560 /$148,680
98 0 0 0 / 4,000 $0 / $ 38,000
</TABLE>
(1) The "Value Realized" is equal to the difference between the option exercise
price and the fair market value of Security Banc Corporation stock on the
date of exercise.
(2) The "Value of Unexercised In-The-Money Options at 12-31-98" is equal to the
difference between the option exercise price and Security Banc Corporation
stock's closing price on December 31, 1998 of $46.00.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN 1998
Individual Grants
- ---------------------------------------------------------------------------------------------------------------------------
% of Total
Number Options
of Granted to Grant Grant Date
Options Employees Price Per Expiration Present
Name Granted in 1998 Share Date Value
(#) (#) ($) ($)(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry O. Egger 5,800 4.9% $36.50 8-18-2008 $42,804.00
James R. Wilson 4,000 3.4% $36.50 8-18-2008 $29,520.00
Scott A. Gabriel 4,000 3.4% $36.50 8-18-2008 $29,520.00
William C. Fralick 4,000 3.4% $36.50 8-18-2008 $29,520.00
J. William Stapleton 4,000 3.4% $36.50 8-18-2008 $29,520.00
</TABLE>
(1) In accordance with Securities and Exchange Commission rules, the
Black-Scholes pricing model was used to estimate the Grant Date Present Value.
The values indicated were calculated using the following assumptions: (i) an
expected volatility of .092, (ii) an expected dividend yield of 1.50%, (iii) the
risk-free interest rate of 4.90% at the date of grant based upon a term equal to
the expected life of the option, (iv) an expected option life of seven years
equal to the anticipated period of time from date of grant to exercise, and (v)
no discounts for non-transferability or risk of forfeiture. The estimated values
have been included solely for purposes of disclosure in accordance with the
rules of the Securities and Exchange Commission and represent theoretical
values. The actual value, if any, an executive may realize will depend upon the
increase in the market price of Security Banc Corporation stock through the date
of exercise. Such an increase would benefit all stockholders.
<PAGE>
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, 1998.
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
1999. The Corporation's financial statements for the previous fiscal year were
examined by Ernst & Young.
SHAREHOLDER PROPOSALS
Shareholders of the Corporation who wish to make a proposal to be included
in the Proxy Statement for the Corporation's 2000 Annual Meeting of Shareholders
which, unless changed, will be held on April 18, 2000, must cause such proposal
to be received by the Corporation at its principal office no later than November
19, 1999. 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 2000 Annual Meeting. If any shareholder who intends to propose any
other matter to be acted upon at the 2000 Annual Meeting of Shareholders does
not inform the Corporation of such matter by February 2, 2000, the persons named
as proxies for the 2000 Annual Meeting of Shareholders will be permitted to
exercise discretionary authority to vote on such matter even if the matter is
not discussed in the proxy statement for that meeting.
<PAGE>
OTHER BUSINESS
The Board of Directors does not know of any other matters to be presented
at the Annual Meeting, and no shareholder has informed the Corporation of any
intention to propose any other matter to be acted upon at the 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 and Chief Executive Officer
March 19, 1999
FORM 10-K ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
AVAILABLE WITHOUT CHARGE AFTER MARCH 31, 1999. TO OBTAIN A COPY, CALL (937)
324-6874 OR WRITE TO SHAREHOLDER RELATIONS, SECURITY BANC CORPORATION, 40 SOUTH
LIMESTONE STREET, SPRINGFIELD, OHIO 45502.
<PAGE>
REVOCABLE PROXY
SECURITY BANC CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY FOR ANNUAL MEETING
APRIL 20, 1999
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 Detrick and Julie B. McGregor 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 26, 1999, at the
Annual Meeting of its Shareholders to be held at Casey's, 2205 Park Road,
Springfield, Ohio, on April 20, 1999, 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 four directors of Class II:
Vincent J. Demana
Larry D. Ewald
Richard E. Kramer
James R. Wilson
For All
[ ] For [ ] Withhold [ ] Except
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.
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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 be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
SECURITY BANC CORPORATION
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 ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
