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))
[ X ] 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
The Springfield Inn, 100 South Fountain Avenue, Springfield, Ohio, 45502 on
Tuesday, April 18, 2000 at 1:00 p.m. for the purpose of considering and voting
upon the following matters.
1. To elect three directors of Class III to serve until the Annual Meeting of
Shareholders in 2003 or until his respective 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 29, 2000 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 17, 2000
<PAGE>
SECURITY BANC CORPORATION
PROXY STATEMENT
40 South Limestone Street, Springfield, Ohio 45502
March 17, 2000
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 18, 2000, at the time and place and 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 the Corporation 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 Tuesday, February 29,
2000 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 12,001,000 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.
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, 1999.
<TABLE>
<CAPTION>
Name and Address Number of Shares Beneficially Owned % of Common Shares
---------------- ----------------------------------- ------------------
<S> <C> <C>
Fleet National Bank, Co-Trustee 681,168 5.6%
159 E. Main Street
Rochester, New York 14604
Robert E. Harley, Co-Trustee
1 South Limestone Street
Springfield, OH 45501-1488
On Behalf of Jane P. B. Hollenbeck Trust
Security National Bank Trust Department 1,644,977 13.6%
40 South Limestone Street
Springfield, OH 45502
</TABLE>
<PAGE>
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 III expire with this Annual Meeting. The directors of Class I
and Class II will continue in office. The Shareholders are being asked to vote
on the re-election of the three (3) Directors in Class III. Nominees are to be
elected to serve until the 2003 Annual Meeting of Shareholders and until their
respective successors are elected and have been qualified. It is intended that
shares represented by the proxies will, unless contrary instructions are given,
be voted for the three (3) nominees listed below. Although the Board of
Directors 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 the three (3) nominees for election to the Board of
Directors along with present Directors of Class I and Class II, their principal
occupations and other directorships, their age, the year in which each first
became a Director, the number of shares of the Corporation's Common Stock
beneficially owned by each, directly or indirectly, as of the close of business
on December 31, 1999, and the percent of the class represented by such shares.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTORS OF CLASS III
For Three Year Term Expiring Annual Meeting 2003
Shares of
Name Common Stock
Position with Beneficially Percent
Corporation Director Owned of
Or Occupation Age Since at 12-31-99 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Larry E. Kaffenbarger 58 1995 4,845 *
President, Kaffenbarger Truck Equipment Co.
Chester L. Walthall 58 1994 4,072(1) *
President, Heat-Treating, Inc.
Robert A. Warren 56 1996 3,490 *
President, Hauck Bros., Inc.
</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 12-31-99 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Harry O. Egger 60 1977 141,533(2) 1.2%
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 41 1997 10,647(3) *
Director, President and CEO
Third Savings & Loan Company
Director, Security Banc Corporation
Dr. Karen E. Nagle 51 1998 640 *
President and CEO
Clark State Community College
Thomas J. Veskauf 68 1986 6,170(4) *
Partner: Gorman, Veskauf, Henson & Wineberg
Attorneys at Law
<CAPTION>
MEMBERS OF BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS II
Term Expiring Annual Meeting 2002
Shares of
Name Common Stock
Position with Beneficially Percent
Corporation Director Owned of
Or Occupation Age Since at 12-31-99 Class
------------- --- ----- ----------- -----
<S> <C> <C> <C> <C>
Vincent J. Demana 59 1998 54,052(5) *
Chairman and CEO, Benjamin Steel Co., Inc.
President, All State Steel Co., Inc.
Larry D. Ewald 61 1987 43,036(6) *
President, Process Equipment Co.
Richard E. Kramer 65 1988 32,659(7) *
Retired, President Fulmer Supermarkets, Inc.
James R. Wilson 60 1996 42,820(8) *
Director, President, and CEO
Citizens National Bank
Director, Security Banc Corporation.
</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 3,032 shares held by the wife of Chester L. Walthall.
(2) Includes 60,359 shares owned by the wife of Harry O. Egger and options
for 8,400 shares which are exercisable within 60 days of December 31,
1999.
(3) Includes 185 shares owned by the wife of Scott A. Gabriel.
(4) Includes 1,790 shares owned by the wife of Thomas J. Veskauf and
includes 100 shares held in trust by wife.
(5) Includes 2,100 shares owned by the wife of Vincent J. Demana.
(6) Includes 15,352 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,
shares investment and voting power.
(7) Includes 2,379 shares owned by the wife of Richard E. Kramer and
includes 25,216 shares held in trust as to which Richard E. Kramer has
shared investment and voting power.
(8) Includes 522 shares held by the wife of James R. Wilson, includes
14,300 shares held jointly by his wife and children and includes 4,948
shares held in trust by his wife.
BENEFICIAL OWNERSHIP OF MANAGEMENT
Shares of
Common Stock
Beneficially Percent
Owned of
Name at 12-31-99 Class
---- ----------- -----
Harry O. Egger 141,533(1) 1.2%
James R. Wilson 42,820(2) *
Scott A. Gabriel 10,647(3) *
William C. Fralick 32,647(4) *
J. William Stapleton 39,389(5) *
(1) See footnote number (2) under Board of Directors.
(2) See footnote number (8) under Board of Directors.
(3) See footnote number (3) under Board of Directors.
(4) Includes 8,000 shares owned by the wife of William C. Fralick and options
for 8,400 shares which are exercisable within 60 days of December 31, 1999.
(5) Includes 13,230 shares owned by the wife of J. William Stapleton and options
for 2,800 shares which are exercisable within 60 days of December 31, 1999.
As of December 31, 1999, the Directors and Executive Officers of the
Corporation, as a group, beneficially owned an aggregate of 520,579 shares of
the Corporation's Common Stock which constitutes approximately four point three
percent (4.3%) of the shares outstanding.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Corporation and owners of more than 10% of the
outstanding Common Shares to file an initial ownership report with the
Securities and Exchange Commission and a monthly or annual report listing any
subsequent change in their ownership of Common Shares. Copies of these reports
also must be furnished to the Corporation.
Based solely upon a review of copies of the forms filed under Section 16(a), the
Corporation believes that all filing requirements applicable to such reporting
persons with respect to 1999 were complied with, except that the initial Form 3
filing on behalf of Vincent J. Demana was incorrect and his subsequent purchase
of 8,100 shares at market was not reported until January, 2000. In January,
2000, Daniel M. O'Keefe also filed a Form 5 disclosing the ownership of 2000
shares held in street name which he previously had not reported.
MEETINGS OF THE CORPORATION BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 1999, 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 membership of the Executive Committee rotates on a regularly scheduled
basis. Those members of the Committee at December 31, 1999 were Directors
Demana, Egger, Kaffenbarger, 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
1999.
The Executive Compensation Committee of the Corporation is composed of Directors
Ewald, Kaffenbarger, Kramer, and Walthall. The Executive Compensation Committee
met six (6) times in 1999. The function 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. Directors
Ewald, Kaffenbarger, Nagle, and Walthall were members of the Committee as of
December 31, 1999.
The Audit Committee met four (4) times in 1999. 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 Nominating Committee. Nominations for election
to the Board of Directors will receive full consideration by the Executive
Committee. Shareholders desiring to make nominations for election to the Board
of Directors need to comply with the procedures described in the section
entitled "Shareholder Proposals".
<PAGE>
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 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 has been 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, 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.
The Executive Compensation Committee Members
Larry D. Ewald
Larry E. Kaffenbarger
Richard E. Kramer, (Committee Chairperson)
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
1995 through 1999, 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
- ---------------------------------------------------------
12/31/1994 100 100 100
12/31/1995 144.81 134.11 122.06
12/31/1996 182.69 161.29 166.58
12/31/1997 298.85 211.30 243.39
12/31/1998 263.68 267.65 416.72
12/31/1999 242.63 319.91 262.58
Assumes $100 invested on 12-31-94 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 four other 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 1999 400,200 0 0 0 7,856
Security Banc Corporation; 1998 400,200 125,000 0 5,800 7,910
Director, Chairman of the Board and CEO 1997 385,200 100,000 0 0 7,619
Security National Bank
James R. Wilson 1999 183,000 12,000 0 0 15,456
Director - Security Banc Corporation; 1998 175,000 10,000 0 4,000 12,729
Director, President, and CEO 1997 165,500 10,500 0 0 25,589
Citizens National Bank
Scott A. Gabriel
Director - Security Banc Corporation; 1999 142,000 15,000 0 0 4,883
Director, President and CEO 1998 132,000 13,000 0 4,000 4,968
Third Savings & Loan Company 1997 122,364 10,000 0 0 5,191
William C. Fralick
Vice President - Security Banc Corporation; 1999 163,200 25,000 0 0 5,884
Director and President 1998 150,200 20,000 0 4,000 5,900
Security National Bank 1997 138,520 16,000 0 0 5,562
J. William Stapleton
Executive Vice President and CFO 1999 163,200 25,000 0 0 5,884
Security Banc Corporation; 1998 150,200 20,000 0 4,000 5,900
Director, Executive Vice President and CFO 1997 138,520 16,000 0 0 5,095
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 per 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
Executives as listed in the Summary Compensation Table:
Employment agreements were executed with each executive named in the "Summary
Compensation Table". The agreements are automatically extended each month
providing a continuing three (3) year employment contract for Harry O. Egger and
two (2) year employment contracts for the other named individuals.
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 determines the matching
contribution to the plan. For the plan year ended December 31, 1999 and December
31, 1998, 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
Pension Plan:
The following table shows estimated annual benefits payable for life to
participants upon retirement at age sixty-five (65) in 1999 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 32,066 48,099 64,132 80,165 96,198
200,000 37,423 59,131 80,839 102,547 124,255
300,000 39,169 63,059 86,949 110,839 130,000(4)
400,000 39,169 63,059 86,949 110,839 130,000(4)
500,000 39,169 63,059 86,949 110,839 130,000(4)
600,000 39,169 63,059 86,949 110,839 130,000(4)
</TABLE>
(1) For the purpose of computing a benefit under the Plan on December 31, 1999,
Harry O. Egger, William C. Fralick, J. William Stapleton, James R. Wilson,
and Scott A. Gabriel have twenty-four (24), twenty-four (24), twenty-two
(22), three (3) and five (5) 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 1999 maximum annual compensation limit of $160,000 used to determine
these benefits.
(4) Maximum IRC Section 415 annual pension payable in 1999 assuming a minimum of
ten (10) years participation.
Supplemental Executive Retirement Plan (SERP):
The Board of Directors, at the recommendation of the Executive Compensation
Committee, adopted a SERP for the benefit of Harry O. Egger in December, 1999.
The SERP, a non-qualified benefit plan, is designed to restore pension benefits
lost as a result of the ERISA maximum annual compensation limit imposed on the
calculation of the annual retirement benefit. The 1999 SERP expense was $900,569
for the prior service and interest expense. The SERP provides Harry O. Egger a
benefit of $153,320 payable annually beginning at age 65 with the benefit being
reduced in the event of early retirement.
<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 $28.50 as of December 31, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
and Fiscal Year End Option Values
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares 12/31/99 12/31/99
Option Acquired on Value Exercisable/ Exercisable/
Name Plan Exercise Realized (1) Unexercisable Unexercisable (2)
(#) ($) (#) ($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Harry O. Egger 1987 0 0 3,360 / 2,240 $40,320 / $26,880
1995 0 0 5,040 / 3,360 $60,480 / $40,320
1998 0 0 0 / 5,800 $0 / $0
James R. Wilson 1998 0 0 0 / 4,000 $0 / $0
Scott A. Gabriel 1998 0 0 0 / 4,000 $0 / $0
William C. Fralick 1987 0 0 3,360 / 2,240 $40,320 / $26,880
1995 0 0 5,040 / 3,360 $60,480 / $40,320
1998 0 0 0 / 4,000 $0 / $0
J. William Stapleton 1987 1,120 $ 29,680 1,120 / 2,240 $13,440 / $26,880
1995 1,680 $ 44,520 1,680 / 3,360 $20,160 / $40,320
1998 0 0 0 / 4,000 $0 / $0
</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 12-31-99" is equal to the
difference between the option exercise price and Security Banc Corporation's
stock closing price on December 31, 1999 of $28.50.
<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, 1999.
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 2000. The
Corporation's financial statements for the previous fiscal year were examined by
Ernst & Young LLP.
SHAREHOLDER PROPOSALS
Shareholders of the Corporation who wish to make a proposal to be included in
the Proxy Statement for the Corporation's 2001 Annual Meeting of Shareholders
which, unless changed, will be held on April 17, 2001, must cause such proposal
to be received by the Corporation at its principal office no later than November
17, 2000. 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 2001 Annual Meeting. If any shareholder who intends to propose any
other matter to be acted upon at the 2001 Annual Meeting of Shareholders does
not inform the Corporation of such matter by January 31, 2001, the persons named
as proxies for the 2001 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.
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 17, 2000
FORM 10-K ANNUAL REPORT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
AVAILABLE WITHOUT CHARGE AFTER MARCH 31, 2000. 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 18, 2000
KNOW ALL MEN BY THESE PRESENTS that I, the undersigned shareholder of Security
Banc Corporation, Springfield, Ohio do hereby nominate and constitute and
appoint David P. Beard and Roberta K. Greenland 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 29, 2000, at
the Annual Meeting of its Shareholders to be held at The Springfield Inn, 100
South Fountain Avenue, Springfield, Ohio, on Tuesday, April 18, 2000, at 1:00
p.m. or at any adjournment thereof with all the powers the undersigned would
possess if personally present as follows:
1. To elect three directors of Class III:
Larry E. Kaffenbarger
Chester L. Walthall
Robert A. Warren
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. 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.
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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
__________________________________
Shareholder sign above
__________________________________
Co-holder (if any) sign above
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Detach above card, sign, date and mail in postage paid envelope provided. 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
