<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
NATIONAL BANCSHARES 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:________________________________________________
(2) Form, Schedule or Registration Statement No.:__________________________
(3) Filing Party:__________________________________________________________
(4) Date Filed:____________________________________________________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
NATIONAL BANCSHARES CORPORATION
112 West Market Street
Orrville, Ohio 44667
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of National
Bancshares Corporation (the "Company") will be held at the operations center of
First National Bank, 1444 North Main Street, Orrville, Ohio on April 25, 1996 at
2:00 P.M. for the following purposes:
(1) To elect four Directors in Class III for a three-year term ending in
1999;
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
Holders of Common Shares of record at the close of business on March 22,
1996 are entitled to receive notice of and to vote at the Annual Meeting.
By Order of the Board of Directors.
Michael D. Hofstetter
Secretary
March 29, 1996
<PAGE> 3
NATIONAL BANCSHARES CORPORATION
112 West Market Street
Orrville, Ohio 44667
Mailed on or about March 29, 1996
Annual Meeting of Shareholders to be on April 25, 1996
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of National Bancshares Corporation (the
"Company") to be used at the Annual Meeting of Shareholders of the Company to be
held on April 25, 1996, and any adjournments or postponements thereof. The time,
place and purposes of the Annual Meeting are stated in the Notice of Annual
Meeting of Shareholders which accompanies this Proxy Statement.
The enclosed form of proxy is being solicited on behalf of the Board of
Directors of the Company and will be voted in accordance with the instructions
contained thereon, if it is returned duly executed and is not revoked.
If no choice is specified on the Proxy, it will be voted FOR the election
of each of the individuals nominated by the Board of Directors. A shareholder
may revoke a proxy at any time before it is exercised either in person at the
Annual Meeting or by delivery to the Secretary of the Company of written notice
of revocation or by a duly executed proxy bearing a later date.
Proxies will be solicited by mail, but this solicitation may be
supplemented by using regular employees of the Company and its subsidiaries to
solicit proxies personally or by telephone without additional compensation. The
costs of solicitation will be borne by the Company and its subsidiary. The
Company may pay persons holding shares for others their expenses for sending
proxy materials to their principals. This Proxy Statement is being mailed to
shareholders on or about March 29, 1996.
The outstanding voting securities of the Company at the close of business
on March 22, 1996, the record date for the meeting, consisted of 915,651 Common
Shares, par value $10.00 per share, with each share having one vote on all
matters coming before the meeting. The number of Common Shares owned by each
Director (including the Company's President who is included in the Executive
Compensation tables below) is set forth on page 3 of this Proxy statement. The
following table sets forth share ownership information, as of March 7, 1996,
with respect to all Directors and officers of the Company as a group. The
Company is not aware of any shareholders having beneficial ownership of more
than five percent (5%) of the Common Stock of the Company.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP OF PERCENT OF
COMMON SHARES (A) COMMON SHARES
----------------- -------------
<S> <C> <C>
All Directors and officers as a group (13 persons):
Sole voting power............................. 75,311.3079 8.22%
Shared voting power........................... 7,582.7942 .83%
<FN>
- ---------------
(a) See footnote (a) to the table set forth on page 3 of this Proxy Statement.
</TABLE>
At the Annual Meeting, in accordance with the General Corporation Law of
Ohio and the Company's Code of Regulations (the "Regulations"), the inspectors
of election appointed by the Board of Directors for the Annual Meeting will
determine the presence of a quorum and will tabulate the results of shareholder
voting. As provided by the General Corporation Law of Ohio and the Regulations,
holders of shares entitling
1
<PAGE> 4
them to exercise a majority of the voting power of the Company, present in
person or by proxy at the Annual Meeting, will constitute a quorum for such
meeting. The inspectors of election intend to treat properly executed proxies
marked "abstain" as "present" for these purposes. Such inspectors will also
treat as "present" shares held in "street name" by brokers that are voted on at
least one proposal to come before the Annual Meeting.
Nominees for election as directors receiving the greatest number of votes
will be elected directors. Votes that are withheld or broker non-votes in
respect of the election of directors will not be counted in determining the
outcome of the election. The General Corporation Law of Ohio provides that if
notice in writing is given by any shareholder to the President, a Vice President
or the Secretary of the Company not less than 48 hours before the time fixed for
holding the meeting that the shareholder desires the voting at the election to
be cumulative, each shareholder shall have cumulative voting rights in the
election of directors. Cumulative voting enables shareholders to give one
nominee for director as many votes as is equal to the number of directors to be
elected multiplied by the number of shares in respect of which a shareholder is
voting, or to distribute votes on the same principle among two or more nominees,
as the shareholder sees fit.
Pursuant to the Company's Regulations, all other questions and matters
brought before the Annual Meeting will be, unless otherwise provided by law or
by the Articles of Incorporation of the Company, decided by the vote of the
holders of a majority of the outstanding shares entitled to vote thereon present
in person or by proxy at the Annual Meeting. In voting for such other proposals,
votes may be cast in favor, against or abstained. Abstentions will count as
present for purposes of the item on which the abstention is noted and will have
the effect of a vote against. Broker non-votes, however, are not counted as
present for purposes of determining whether a proposal has been approved and
will have no effect on the outcome of any such proposal.
VOTING OF PROXIES
Common Shares represented by properly executed proxies in the enclosed form
received at or prior to the Annual Meeting will be voted in accordance with the
instructions contained therein and, in the absence of contrary instructions,
will be voted to elect as directors the four (4) persons named below and will be
voted for the approval and adoption of each of the other proposals listed on the
proxy.
The Board of Directors is not aware of any other matter that will be
presented for action at the Annual Meeting. If any other matter properly comes
before the Annual Meeting, it is intended that Common Shares represented by
properly executed proxies in the enclosed form will be voted in respect thereof
in accordance with the best judgment of a majority of the persons voting the
proxies.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes (Class
I, Class II and Class III). At each Annual Meeting of Shareholders, directors
constituting one class are elected for a three-year term. The Regulations of the
Company currently provide that the total number of directors shall be eleven.
Currently there are three Directors in Class I and four Directors in each of
Classes II and III.
It is proposed that at the Annual Meeting to be held on April 25, 1996,
that nominees for the directors to be elected to Class III for a three-year term
expiring in 1999 are Charles J. Dolezal, James L. Gerber, John W. Kropf and
James F. Woolley. The aggregate number of directors of the Company is eleven
(11) as specified in the Company's Regulations. Only nine (9) individuals are
continuing to serve as directors of the Company and therefore, a vacancy has
been created in each of Class I and Class II. These vacancies can be filled any
time prior to the Annual Meeting in 1997 by a majority of the whole Board to
serve the unexpired term.
If any nominee is unable or unwilling to serve as a director on the date of
the Annual Meeting (a situation which is not contemplated by the Board of
Directors at the present time), the proxies will be voted for the election of
such substitute nominee, if any, as may be designated by the Board of Directors
and for the
2
<PAGE> 5
remaining nominees. The following tables set forth information with respect to
each of the four nominees for election as a director, and the directors whose
terms have not yet expired, including age, principal occupation for at least the
past five years, the year in which he or she first became a director of the
Company and the Company's wholly owned subsidiary, First National Bank, and the
number of Common Shares of the Company beneficially owned as of March 7, 1996.
NOMINEES TO BE ELECTED FOR THREE YEAR TERM
EXPIRING IN 1999 -- CLASS III
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY OWNED (a)
---------------------------
PRINCIPAL OCCUPATION DIRECTOR PERCENT
NAME OR EMPLOYMENT AGE SINCE (b) SHARES OF SHARES
- -------------------- ---------------------------- --- --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
Charles J. Dolezal President 43 1982 2,745.7339* .43
First National Bank & 1,186.0198**
National Bancshares Corp.
James L. Gerber Retired 67 1979 6,109* .68
156**
John W. Kropf(2) Attorney-at-Law 52 1974 16,512* 2.06
2,352**
James F. Woolley Chief Executive Officer 59 1974 38,230* 4.29
R.W. Screw Products, Inc. 1,023.016**
</TABLE>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1996 ANNUAL MEETING
DIRECTORS WITH TERM EXPIRING IN 1997 -- CLASS I
<TABLE>
<S> <C> <C> <C> <C> <C>
Ray D. Gill President, C.E.O. 60 1992 370.5096* .09
ORRCO Incorporated 420.5192**
John E. Sprunger President 58 1987 423.577* .05
Kidron Auction, Inc. 47.976**
</TABLE>
DIRECTORS WITH TERM EXPIRING IN 1998 -- CLASS II
<TABLE>
<S> <C> <C> <C> <C> <C>
Sara Balzarini V.P. of Finance 39 1989 907.4874* .10
Contours, Inc.
Steve Schmid President 44 1989 397* .22
Smith Dairy Products 1,593**
Paul H. Smucker(1) Chairman of the 78 1955 9,616* 1.05
Executive Committee,
J.M. Smucker Company
<FN>
- ---------------
*Sole Voting Power
**Shared Voting Power
(a) The Securities and Exchange Commission has defined "beneficial owner" of a
security to include any person who has or shares voting power or investment
power with respect to any such security or who has the right to acquire
beneficial ownership of any such security within 60 days. Unless otherwise
indicated, such shares are held directly by the individual as to which such
person has sole voting and investment powers.
</TABLE>
3
<PAGE> 6
(b) Indicates the year first elected to the Board of the Company and/or sole
subsidiary, First National Bank. All current Directors of the Company are
also directors of First National Bank.
(1) Paul H. Smucker is a Director of the J. M. Smucker Company whose securities
are registered pursuant to Section 12g of the Securities Exchange Act of
1934.
(2) John W. Kropf has been the bank's legal counsel for a number of years and
will be retained in the same capacity for the current fiscal year.
None of the nominees are related by blood, marriage or adoption.
COMMITTEES
The Company currently conducts no business other than the ownership of its
sole subsidiary, First National Bank. The Board of Directors of the Company met
six (6) times during 1995. Of the incumbent directors, Ray D. Gill, Steve Schmid
and Paul H. Smucker attended fewer than seventy-five percent (75%) of the
meetings held. The Company has no formal committees other than its Audit
Committee.
The basic responsibility of the Audit Committee is a review of the annual
audit with the Company's external auditors, and the implementation of
recommendations, where feasible, arising from that audit, and the continued
monitoring of the internal audit program. The Committee also reviews the results
of any special audit requested by the Board of Directors, either by external
auditors or by internal audit personnel. Meetings of the Audit Committee are
held as needed. During 1995, the Audit Committee met twice. Audit Committee
members are John W. Kropf, James F. Woolley and James L. Gerber. These
individuals also serve as the Audit Committee of First National Bank, and
perform the same functions at that level.
The Board of Directors of First National Bank, met twelve (12) times during
1995. Of the incumbent directors, Ray D. Gill, Steve Schmid and Paul H. Smucker
attended fewer than seventy-five percent (75%) of the meetings held.
First National Bank also maintains an Executive Committee as a standing
committee. The basic responsibilities of the Executive Committee are in-depth
consideration of certain general policy matters for possible recommendation to
the Board of Directors for its consideration; the review and approval or
rejection of major personnel or other matters brought before the Committee by
Management; and the determination of employee compensation. The Executive
Committee also serves as the Nominating Committee. Executive Committee members
are: Sara Balzarini, Charles J. Dolezal, James L. Gerber, John W. Kropf and
James F. Woolley. During the last fiscal year the Executive Committee held four
(4) meetings.
DIRECTOR COMPENSATION
Directors of the Company currently receive no compensation for their
service in that capacity. All current directors of the Company are directors of
First National Bank and receive $325 per meeting of the Board of First National
Bank which they attend. In addition, Executive Committee members receive a fee
of $250 for each Executive Committee meeting which they attend, with the
exception of Charles J. Dolezal. Audit Committee members receive $250 per
meeting attended.
First National Bank has implemented a director retirement benefit and death
benefit plan for the benefit of all members of the Board of Directors of First
National Bank. The plan is called the Director Defined Benefit Plan and is
designed to provide an annual retirement benefit, to be paid to each director
upon retirement from the Board. The retirement benefit provided to each director
is an annual benefit equal to $1,000 for each year of service on the Board from
and after August 24, 1994. In addition, each director shall have the option of
deferring any portion or all of his or her director's fees to a maximum of
$1,000 per month until retirement.
4
<PAGE> 7
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer for the fiscal years ended December 31,
1993, 1994 and 1995. Pursuant to Securities and Exchange Commission rules,
summary information concerning other officers of the Company is not required to
be set forth in the following table.
<TABLE>
<CAPTION>
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) COMPENSATION(3)
- --------------------------- ---- -------- -------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Charles J. Dolezal
Chairman of the Board, 1995 $128,000 $20,780 $ 3,800 $9,180
President and Chief
Executive Officer, 1994 121,000 14,810 3,600 --
National Bancshares
Corporation and First 1993 115,000 13,740 3,500 --
National Bank
<FN>
- ---------------
(1) First National Bank has an Employee Stock Purchase Incentive Plan for all
full-time employees. Under the Plan each employee is entitled to receive a
cash payment from First National Bank equal to 20% of the purchase price of
the Company's Common Shares acquired by the employee on the open market up
to a maximum of 100 shares per calendar year. Cash payment received by the
Chief Executive Officer equaled $780, $810 and $740 for the years ending
1995, 1994 and 1993, respectively.
(2) Director Fees Received
(3) 401(k) Pension Plan employer contributions.
</TABLE>
The following table sets forth estimated annual retirement benefits payable
by the Company or its subsidiary, pursuant to the Defined Benefit Retirement
Plan, assuming retirement at age 65 to persons in specified remuneration and
years of service classifications:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS FOR REPRESENTATIVE YEARS OF CREDITED
SERVICE AT NORMAL RETIREMENT DATE
AVERAGE ANNUAL ---------------------------------------------------------------
COMPENSATION 5 10 15
- -------------- ------------- ------------- -------------
<S> <C> <C> <C>
100,000 $ 11,700 $ 23,300 $ 35,000
125,000 14,600 29,200 43,750
150,000 17,500 35,000 52,500
175,000 20,400 40,800 61,250
</TABLE>
Under the Defined Benefit Retirement Plan, the number of years of credited
service for Mr. Charles J. Dolezal is 19 years. In January 1995, the Board of
Directors approved the termination of the Bank's defined benefit pension plan
effective March 31, 1995. The Bank submitted its termination request to the
Department of Labor (DOL) in 1995. Regulatory approval and termination of the
plan is expected to occur during 1996. The Bank does not expect the settlement
of benefits under this plan to have a significant impact on its financial
condition or results of operations.
The Bank implemented a 401(k) plan effective January 1, 1995 which covers
substantially all employees. The plan allows employees to contribute up to 15%
of their pay with the Bank matching 50% of contributions up to 6% of an
employee's pay. Discretionary contributions by the Company may also be made to
the plan.
Group life, disability, hospitalization, and medical insurance plans are
offered to officers of the Company and its subsidiary on the same basis as all
other salaried personnel. Directors are offered hospitalization and medical
insurance plans on the same basis as all salaried personnel. The Chief Executive
Officer has use of an automobile for his use in conducting the Company's
business, and for personal use on a limited basis, which the Company considers
to be insignificant. No individual received personal benefits in excess of
$5,000.00.
5
<PAGE> 8
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Securities and Exchange Commission rules require the Company to supply
information regarding compensation and benefits provided to selected officers of
the Company and specifically the Chairman, President and Chief Executive
Officer. Disclosure requirements as applied to this Company include only the
Company's Chairman, President and Chief Executive Officer. The Executive
Committee of First National Bank administers the executive compensation program
for the Company and its subsidiaries. In that connection, it makes and
establishes policy and practices for compensation and makes recommendations to
the full board with respect to specific compensation for the president and other
executive officers.
The compensation for the Company's executives is designed to reward
performance and to reflect compensation paid to other executives of comparably
sized financial institutions in this geographic area. This analysis is based
upon the subjective judgment of the Committee members and is not determined by
specific formulas.
On the 22nd day of November, 1994, the Committee met to review compensation
for all employees of the bank. Charles J. Dolezal, President and Chief Executive
Officer, attended the meeting to suggest to the Committee his recommendations
regarding senior management, other salaried and hourly employees. Mr. Dolezal
was excused from the meeting during the time that his compensation was discussed
by the Committee.
In addition to base salaries, cash bonuses are paid to executive officers
based on the same criteria that is used to establish base salaries with
additional emphasis placed on the previous year's performance.
Additional benefits received by Mr. Dolezal (other than his
Company-provided automobile) and other executive officers is equivalent to
benefits received by all other full-time employees.
Sara Balzarini--Charles J. Dolezal
James L. Gerber--John W. Kropf--James Woolley
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As described above, Mr. Dolezal is a member of the Executive Committee
which oversees the Company's executive compensation programs. As previously
noted, however, Mr. Dolezal is excused from meetings of the Executive Committee
at which time his compensation is discussed.
6
<PAGE> 9
PERFORMANCE GRAPH
The following represents a comparison of return on an investment in the
Corporation, Standard and Poor's 500 and a peer group composed of major regional
banks and bank holding companies.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* AMONG NATIONAL
BANCSHARES CORPORATION, S&P 500 INDEX AND S&P MAJOR REGIONAL BANK INDEX
<TABLE>
<CAPTION>
NATIONAL S&P MAJOR
MEASUREMENT PERIOD BANCSHARES S&P 500 STOCK REGIONAL BANK
(FISCAL YEAR COVERED) CORP INDEX INDEX
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 100.76 130.46 178.90
1992 121.89 140.40 227.81
1993 149.23 154.55 241.53
1994 172.12 156.59 228.60
1995 223.84 215.45 359.93
<FN>
*Assumes a reinvestment of dividends and a $100 initial investment.
</TABLE>
TRANSACTIONS WITH DIRECTORS AND OFFICERS
Certain Directors, Officers and principal shareholders and their associates
were customers of and had various transactions with the Company's subsidiary,
First National Bank, in the ordinary course of business in 1995 and similar
additional transactions may be expected to take place in the future. All loans
and loan commitments involving Directors, Officers and their associates by the
Company's subsidiary Bank were made on substantially the same terms, including
interest rates and collateral, as those prevailing at that time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility, or present other unfavorable features.
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders which are intended by such holders to be
presented at the next Annual Meeting of Shareholders of the Company must be
received by the Company not later than December 1, 1996, for inclusion in the
Company's Proxy Statement and form of proxy relating to that Annual Meeting.
Proposals should be sent to Charles J. Dolezal, President, National Bancshares
Corporation, 112 West Market Street, PO Box 57, Orrville, Ohio 44667.
AUDIT MATTERS
The Board of Directors has selected Deloitte & Touche LLP as the
independent auditors. The accounting firm of Deloitte & Touche LLP has served
the Company in that capacity since 1979. It is anticipated that one
7
<PAGE> 10
or more representatives of that firm will attend the Annual Meeting, will have
an opportunity to make a statement if they desire to do so, and will be
available to answer appropriate questions. In addition, the books, records and
accounts of the Company's sole banking subsidiary, First National Bank, are
subject to periodic examination by regulatory authorities and are examined by
the Company's internal audit staff. Reports concerning the examinations are
reviewed by the Board of Directors of the Company's banking subsidiary, as well
as by the management of the Company. The Board of Directors of the Company has
selected Deloitte & Touche LLP as auditors for 1996.
FORM 10-K ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR 1995 WILL BE FURNISHED WITHOUT
CHARGE, ON OR AFTER APRIL 1, 1996 UPON WRITTEN REQUEST DIRECTED TO MICHAEL D.
HOFSTETTER, SECRETARY, NATIONAL BANCSHARES CORPORATION, 112 WEST MARKET STREET,
PO BOX 57, ORRVILLE, OHIO 44667.
This Proxy Statement and the accompanying notice are sent by order of the
Board of Directors.
Michael D. Hofstetter
Secretary
March 29, 1996
8
<PAGE> 11
NATIONAL BANCSHARES CORPORATION
112 WEST MARKET STREET
ORRVILLE, OH 44667
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 25, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PLEASE SIGN AND RETURN IMMEDIATELY
P KNOW ALL PERSONS BY THESE PRESENT: That I/We, the undersigned
Shareholder or Shareholders of National Bancshares Corporation,
R Orrville, Ohio, do hereby nominate, constitute and appoint John W.
Kropf, James F. Woolley and James L. Gerber, or any one of them,
O (with substitution, for my or our stock and in my or our name,
place and stead) to vote all the common stock of said Company,
X standing in my or our name, on its books on March 22, 1996, at the
Annual Meeting of Shareholders to be held at the OPERATIONS CENTER
Y OF FIRST NATIONAL BANK, 1444 NORTH MAIN STREET, ORRVILLE, OHIO, on
April 25, 1996 at 2:00 o'clock p.m., or at any adjournment thereof
with all the powers the undersigned would possess if personally
present. The shares will be voted in accordance with my
specifications.
(Change of address)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(If you have written in the above space, please mark
the corresponding box on the reverse side of this
card.)
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE
REVERSE SIDE. IF NO SPECIFICATION IS MADE, AUTHORITY IS GRANTED TO
CAST THE VOTE OF THE UNDERSIGNED "FOR" EACH OF THE LISTED
PROPOSITIONS. THE AGENTS NAMED ABOVE CANNOT VOTE YOUR SHARES UNLESS
YOU SIGN AND RETURN THIS PROXY CARD.
SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
DETACH CARD
<PAGE> 12
<TABLE>
<CAPTION>
<S> <C> <C>
/X/ PLEASE MARK YOUR SHARES IN YOUR NAME REINVESTMENT SHARES
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
1. Election of / / / / Elect Four (4) Directors to Serve a Three (3) Year Term
Directors as Directors of the Company Until Expiration of Their
Term in 1999: Charles J. Dolezal, James L. Gerber,
John W. Kropf, James F. Woolley
For, except vote withheld from the following nominee(s):
- -----------------------------------------------------------
Change
of / /
Address
This Proxy confers
authority to vote "FOR"
each proposition listed
above unless "AGAINST" or
"ABSTAIN" is indicated.
IF ANY OTHER BUSINESS IS
PRESENTED AT SAID MEETING,
THIS PROXY SHALL BE VOTED
IN ACCORDANCE WITH THE
The Board of Directors recommends a vote "FOR" each of the RECOMMENDATIONS OF THE
listed propositions. (THIS PROXY IS SOLICITED ON BEHALF OF BOARD OF DIRECTORS.)
THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.)
________________________________________________________ DATE __________________________
________________________________________________________ DATE __________________________
(Signature of Shareholder/Shareholders)
INSTRUCTIONS: When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than one
trustee, all should sign. ALL JOINT OWNERS MUST SIGN.
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
