<PAGE> 1
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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. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ...........................................................
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<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 23, 1998 at
2:00 P.M. for the following purposes:
(1) To elect three Directors in Class II for a three-year term
ending in 2001;
(2) To amend the Company's Amended Articles of Incorporation to
eliminate par value of the Company's authorized common stock;
(3) 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 16,
1998 are entitled to receive notice of and to vote at the Annual Meeting.
By Order of the Board of Directors.
Kenneth R. VanSickle
Secretary
March 23, 1998
<PAGE> 3
NATIONAL BANCSHARES CORPORATION
112 West Market Street
Orrville, Ohio 44667
Mailed on or about March 23, 1998
Annual Meeting of Shareholders to be on April 23, 1998
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 23, 1998, 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 and FOR the
approval and adoption of each of the other proposals listed thereon. 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 23, 1998.
The outstanding voting securities of the Company at the close of business
on March 16, 1998, the record date for the meeting, consisted of 1,141,752
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 February 17, 1998,
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 84,546.2587 7.40%
Shared voting power 10,013.6926 .88%
<FN>
- -------------------
(a) See footnote (a) to the table set forth on page 4 of this Proxy Statement.
</TABLE>
<PAGE> 4
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 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 three (3) 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.
PROPOSAL 1. 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 23, 1998,
that nominees for the directors to be elected to Class II for a three-year term
expiring in 2001 are Sara Balzarini, Steve Schmid and Albert Yeagley. 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,
<PAGE> 5
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 1999 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 remaining nominees. The following tables set forth information with
respect to each of the three 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 February 17, 1998.
NOMINEES TO BE ELECTED FOR THREE YEAR TERM
EXPIRING IN 2001 - CLASS II
<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>
Sara Balzarini V.P. of Finance 41 1989 1,380.7606* .12
Contours, Inc.
Steve Schmid President 46 1989 496* .22
Smith Dairy Products 1,991**
Albert W. Yeagley Plant Manager 50 1997 126.3222* .01
J.M. Smucker Company
</TABLE>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1998 ANNUAL MEETING
DIRECTORS WITH TERM EXPIRING IN 1999 - CLASS III
<TABLE>
<S> <C> <C> <C> <C> <C>
Charles J. Dolezal President 45 1982 4,051.0167* .51
First National Bank & 1,740.9387**
National Bancshares Corp.
James L. Gerber Retired, 69 1979 7,636* .70
Formerly Sr. Vice President 351**
Nickles Bakery, Inc.
John W. Kropf(1) Attorney-at-Law 54 1974 21,172* 2.11
2,940**
James F. Woolley Chief Executive Officer 61 1974 48,496* 4.36
R.W. Screw Products, Inc. 1,291.7269**
</TABLE>
DIRECTORS WITH TERM EXPIRING IN 2000 - CLASS I
<TABLE>
<S> <C> <C> <C> <C> <C>
Ray D. Gill Retired, 62 1992 480.1103* .09
Formerly President, C.E.O. 545.7896**
ORRCO Incorporated
John E. Sprunger President 60 1987 650.0489* .07
Kidron Auction, Inc. 122.1279**
<FN>
*Sole Voting Power
**Shared Voting Power
</TABLE>
<PAGE> 6
- ------------------------
(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.
(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)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 1997. 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 1997, the Audit Committee met twice. Audit Committee
members are Sara Balzarini, Steve Schmid, John E. Sprunger and Albert Yeagley.
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
1997.
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: Charles J. Dolezal, James L. Gerber, Ray D. Gill, John W. Kropf and James
F. Woolley. During the last fiscal year the Executive Committee held two (2)
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 $400 per meeting of the Board of First National
Bank. If a director is absent for three meetings in a given year, the director
will not receive the $400 per meeting fee for any other months in which the
director is absent from a meeting during that year. In addition, Executive
Committee members receive a fee of $325 for each Executive Committee meeting
which they attend, with the exception of Charles J. Dolezal. Audit Committee
members receive $325 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
<PAGE> 7
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.
PROPOSAL 2. AMENDMENT TO THE COMPANY'S AMENDED ARTICLES OF INCORPORATION TO
ELIMINATE PAR VALUE OF THE COMPANY'S AUTHORIZED COMMON STOCK
A. Introduction.
The par value of the Company's authorized common stock as set forth in
Article Fourth of the Company's Amended Articles of Incorporation is Ten Dollars
($10) each. Under proposal 2, the Company would amend Article Fourth of the
Articles of Incorporation as follows:
"FOURTH. The authorized number of shares of the Corporation is Six Million
(6,000,000) all of which shall be without par value."
B. Reasons for the Amendment.
The elimination of par value will increase the Company's future financial
flexibility. If a stock dividend is paid in shares having par value, Ohio law
requires that the company make an adjustment to the balance sheet reducing
retained earnings and increasing its capital stock by the amount of par value
times the number of dividend shares. This adjustment, which reduces retained
earnings, while primarily an accounting adjustment, will have the effect of
limiting the number of dividend shares which the company may issue through
retained earnings. If the Company eliminates the par value, then the issuance of
stock dividends will not be restricted and will not reduce retained earnings.
The issuance of new shares as stock dividends, in some instances, serves the
purpose of reducing the per share market value with the expectation that more
investors will be interested in buying the stock at a reduced price.
The removal of par value also enhances the flexibility of corporate
planning by eliminating the necessity to make future amendments to the Company's
Articles of Incorporation incident to future stock issuances. The delay of
seeking regulatory or shareholder approval for future changes in par value could
impede attainment of corporate objectives. The availability of authorized no par
value stock will enable the Company to take timely advantage of market
conditions to issue capital stock as opportunities warrant.
C. Recommendation.
FOR THE REASONS STATED ABOVE, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
PROPOSAL 2. The affirmative vote of the holders of a majority of the outstanding
Common Shares entitled to vote thereon present in person or by proxy at the
Annual Meeting is required for approval.
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,
1995, 1996 and 1997. 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, 1997 $150,000 $21,740 $4,800 $11,521
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C>
President and Chief
Executive Officer, 1996 140,000 20,710 3,900 10,976
National Bancshares
Corporation and First 1995 128,000 20,780 3,800 9,180
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 $740, $710 and $780 for the years ending 1997, 1996
and 1995, respectively.
(2) Director Fees Received
(3) 401(k) Pension Plan employer contributions.
</TABLE>
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 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 the
lesser of either $50,000 or 10% of the total of their annual salary and bonus.
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 subsidiary. 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 26th day of November, 1996, 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 that year's performance.
<PAGE> 9
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.
Charles J. Dolezal--Ray D. Gill
James L. Gerber--John W. Kropf--James F. 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.
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
(graph)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
National Bancshares Corp $100.00 122.38 141.14 183.65 231.31 319.59
S&P 500 Stock Index $100.00 110.08 111.53 153.45 188.68 251.63
S&P Major Regional Bank Index $100.00 106.02 100.34 158.00 215.88 324.62
<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 1997 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,
<PAGE> 10
1998, 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 independent
auditors. The accounting firm of Deloitte & Touche LLP has served the Company in
that capacity since 1979. It is anticipated that one 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
independent auditors for 1998.
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 1997 WILL BE FURNISHED WITHOUT
CHARGE, ON OR AFTER APRIL 1, 1998 UPON WRITTEN REQUEST DIRECTED TO KENNETH R.
VANSICKLE, 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.
Kenneth R. VanSickle
Secretary
March 23, 1998
<PAGE> 11
/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE NATIONAL BANCSHARES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENT: That I/We, the undersigned Shareholder or
Shareholders of National Bancshares Corporation, Orrville, Ohio, do hereby
nominate, constitute and appoint John W. Kropf, James F. Woolley and James L.
Gerber, or any one of them, (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,
standing in my or our name, on its books on March 16, 1998, at the Annual
Meeting of Shareholders to be held at the OPERATIONS CENTER OF FIRST NATIONAL
BANK, 1444 NORTH MAIN STREET, ORRVILLE, OHIO, on April 23, 1998 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.
Please be sure to sign and date Date
this Proxy in the box below.
- -------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above
WITH- FOR ALL
FOR HOLD EXCEPT
1. Elect Three (3) Directors to Serve a Three
(3) Year Term as Directors of the Company Until / / / / / /
Expiration of Their Term in 2001: (except as
marked to the contrary below):
SARA BALZARINI, STEVE SCHMID AND ALBERT YEAGLEY
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.
- -------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval and adoption of amendment to the
Company's Amended Articles of / / / / / /
Incorporation to eliminate par value of
the Company's authorized common stock.
PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ABOVE. IF NO
SPECIFICATION IS MADE, AUTHORITY IS GRANTED TO CAST THE VOTE OF THE UNDERSIGNED
"FOR" EACH OF THE LISTED PROPOSITIONS. THE AGENTS NAMED HEREON CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS PROXY CARD.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED
PROPOSITIONS. (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND
MAY BE REVOKED PRIOR TO ITS EXERCISE.)
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
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.)
- --------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
NATIONAL BANCSHARES CORPORATION
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.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
