<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
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:
[ ] 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 Rule 14a-11(c) or Rule 14a-12
FARMERS & MERCHANTS BANCORP, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FARMERS & MERCHANTS BANCORP, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held April 4, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Farmers & Merchants Bancorp, Inc., an Ohio corporation ("Corporation") will be
held at Founders Hall, located at Sauder Farm and Craft Village, State Route 2,
Archbold, Ohio 43502 on April 4, 1998 at 1:00 P.M., EST, for the following
purposes:
1. To elect fifteen directors of the Corporation;
2. To ratify the appointment of Krouse, Kern & Co., Inc. as
independent auditors of the Corporation and its subsidiary
for the calendar year ending December 31, 1998;
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on December 31,
1997, as the record date for the determination of shareholders who are entitled
to notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Carol J. England
----------------------------------
Carol J. England
Secretary
Archbold, Ohio
March 6, 1998
YOU ARE URGED TO SPECIFY YOUR CHOICES, DATE, AND SIGN THE ACCOMPANYING
PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING.
<PAGE> 3
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
April 4, 1998
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Farmers & Merchants Bancorp, Inc., an
Ohio corporation ("Corporation") to be used at the Annual Meeting of
Shareholders of the Corporation, to be held at the Founders Hall, located at
Sauder Farm and Craft Village, State Route 2, Archbold, Ohio 43502 on April 4,
1998 at 1:00 P.M., EST, and at any adjournments thereof, pursuant to the
accompanying Notice of Meeting.
You are requested to complete, date and sign the accompanying proxy and
return it promptly to the Corporation in the enclosed envelope. The proxy may be
revoked at any time before it is voted by written notice to the Corporation
prior to the start of the meeting, and any shareholder attending the meeting may
vote in person whether or not he has previously submitted a proxy. Where no
instructions are indicated, proxies will be voted FOR the election of the
fifteen nominees for directors, and FOR the ratification of the appointment of
Krouse, Kern & Co., Inc. as the independent public accountants for the calendar
year 1998.
The Board of Directors has fixed the close of business on December 31,
1997 as the record date for the determination of shareholders who are entitled
to notice of and to vote at the meeting. The transfer books of the Corporation
will not be closed.
On the record date, there were outstanding 1,300,000 shares of the
Corporation's common stock, without par value ("Common Stock"), the holders of
which are entitled to one vote per share.
Other rights of a shareholder are:
A shareholder may
- Abstain from voting on directors as a whole
- Abstain from voting on other proxy matters
- Abstain from voting for one or more nominees
- Approve each proxy matter
- Disapprove each proxy matter
- Vote for or against each nominee without having
its proxy ignored
<PAGE> 4
The laws of Ohio under which the Corporation is incorporated provide
that, if notice in writing is given by any Shareholder to the President, Vice
President or the Secretary of the Corporation not less than 48 hours before the
time fixed for holding a meeting of Shareholders for the purpose of electing
Directors, that he desires that the voting at that election shall be cumulative,
and if an announcement of the giving of such notice is made upon the convening
of the meeting by the Chairman or Secretary or by or on behalf of the
Shareholder giving such notice, each Shareholder shall have the right to
cumulate such voting powers as he possesses in voting for Directors.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders and Proxy are being mailed to the Corporation's shareholders on or
about March 9, 1998.
ELECTION OF DIRECTORS
The Code of Regulations of Farmers & Merchants Bancorp, Inc. provides
that the number of Directors to be elected at the Shareholder Meeting will be
determined by the vote of the Shareholders, but shall not be less than nine or
greater than twenty. Currently, the number of Directors is set at fifteen.
Fifteen Directors of the Corporation are to be elected at the meeting.
Each such Director will be elected to serve in accordance with the By Laws of
the Corporation until the next annual meeting of shareholders and until his
successor is elected and qualified. The favorable vote of holders of a majority
of the shares of Common Stock represented at the meeting, in person or by proxy,
is required to elect any nominee for director.
It is the intention of the individual named in the enclosed form for
proxy to vote such proxy for the election of directors of persons hereinafter
named. Management has no reason to believe that any of the nominees for the
office of director will not be available for election as a director. However,
should any of them become unwilling or unable to accept nomination for election,
it is intended that the individuals named in the enclosed proxy may vote for the
election of such other person or persons as management may recommend.
Set forth below is information concerning the nominees for the election
to the Board of Directors.
<TABLE>
<CAPTION>
Year First
Principal Occupation or Became
Name Age Employment for Past Five Years Director
---- --- ------------------------------ ----------
<S> <C> <C> <C>
Charles Lugbill 70 Chairman of the Board of Farmers 1968
and Merchants Bancorp, Inc. and,
The Farmers & Merchants State
Bank
Eugene Bernath 64 Farmer 1978
Jerry L. Boyers 64 President, Edifice Construction 1976
Management
Joe E. Crossgrove 61 President, Chief Executive Officer 1992
The Farmers & Merchants State
Bank
Robert G. Frey 57 President, E. H. Frey & Sons, Inc. 1987
Lee E. Graffice 66 President, Graffice Motor Sales 1983
Jack C. Johnson 45 President, Hawk's Clothing, Inc. 1991
Partner, REJO Partnership
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
Dean E. Miller 53 President, MBC Holdings, Inc. 1986
Dale L. Nafziger 67 Retired 1969
Harold H. Plassman 68 Attorney, Plassman, Rupp, Hensel 1985
& Short
James L. Provost 69 Retired, Dyer & McDermott, Inc. 1995
James C. Saneholtz 51 President, Saneholtz-McKarns, Inc. 1995
Maynard Sauder 65 President, Sauder Woodworking Co. 1980
Merle J. Short 57 Farmer, President of Promow, Inc. 1987
Steven J. Wyse 53 President, Granite Industries, Inc. 1991
</TABLE>
Harold H. Plassman is an attorney with membership in the law firm of
Plassman, Rupp, Hensal & Short of Archbold, Ohio. The law firm has been retained
by the Corporation, and its subsidiaries, during the past twelve years and is to
be retained currently.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ELECTION OF THE
ABOVE-NAMED NOMINEES AS DIRECTORS OF THE CORPORATION.
OWNERSHIP OF COMMON STOCK
The following table sets forth the number of shares of Common Stock
beneficially owned at December 31, 1997 by (a) each person who is known by the
Corporation to beneficially own more than five percent of the Common Stock, (b)
each director and nominee, and (c) all directors and officers as a group.
<TABLE>
<CAPTION>
Name and Address of Amounts of Shares of Common
Beneficial Owner Stock Beneficially Owned Percent of Total
- ------------------- --------------------------- ----------------
<S> <C> <C>
Beneficial owners of more than 5%:
None
Beneficial ownership of nominees for director:
Eugene Bernath 3,510 .27%
Jerry Boyers 2,880 .22%
Joe E. Crossgrove 2,600 .20%
Robert Frey 3,480 .27%
Lee Graffice 6,110 .47%
Jack C. Johnson 1,075 .08%
Charles Lugbill 6,000 .46%
Dean Miller 7,475 .58%
Dale L. Nafziger 10,550 .81%
Harold H. Plassman 14,656 1.13%
James Provost 2,160 .17%
James Saneholtz 325 .03%
Maynard Sauder 17,870 1.37%
Merle J. Short 3,990 .31%
Steven J. Wyse 11,900 .92%
</TABLE>
<PAGE> 6
The Directors as a group hold and beneficially own 94,581 shares or
7.28% of the total outstanding shares of the Corporation as of December 31,
1997. Directors and principal officers as a group hold and beneficially own
119,578 shares or 9.20% of the total shares outstanding.
In the determination of beneficial ownership, management has limited the
inclusion of shares to members of shareholders' immediate household.
<PAGE> 7
No family relationships exists between any directors or principal
officers and there are no arrangements or understandings between any Director
and principal officer and any other person.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The directors of Farmers & Merchants Bancorp, Inc. are also the
directors of The Farmers & Merchants State Bank and Farmers & Merchants Life
Insurance Co.
The Board of Directors met twenty-six times during the 1997 calendar
year. All current directors of the Corporation attended at least seventy-five
percent of the meetings of the Board. Average attendance at Board meetings held
during the year was ninety percent.
The Board of Directors of the Bank subsidiary, The Farmers &Merchants
State Bank has an Audit Committee composed of Charles Lugbill, Director and
Chairman of the Board, Eugene Bernath, Director and Vice President, Maynard
Sauder, Director and Vice Chairman, James Provost, Director, and Kent Roth,
Internal Auditor. The function of the Audit Committee is to review the adequacy
of the Company's system of internal controls, to investigate the scope and
adequacy of the work of the Company's independent public accountants and to
recommend to the Board of Directors a firm of accountants to serve as the
Company's independent public accountants. The audit committee met three times
during the 1997 year.
The Board of Directors of Farmers & Merchants Bancorp, Inc. does not
have a standing nominating or compensation committee or committees performing
similar functions. The Board of Directors of the Bank's subsidiary, however,
does have an Executive Salary Committee which is responsible for establishing
salary levels for its executive officers. This committee is composed of Maynard
Sauder, Eugene Bernath, Charles Lugbill, Jack Johnson and Joe Crossgrove. Joe
Crossgrove does not participate in the establishment of his salary.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The executive officers of the Company receive no compensation from the
Company for services rendered as executive officers of the Company. Instead,
they are paid by the Company's bank subsidiary, The Farmers & Merchants State
Bank, for services rendered in their capacity as executive officers of the
Company and its subsidiaries. The Company and its other non-bank subsidiaries
reimburse the Bank subsidiary for their share of applicable payroll costs.
Decisions on compensation are made by the Executive Salary Committee of The
Farmers & Merchants State Bank.
In determining the compensation of the executive officers of the
Company's subsidiaries, the subsidiaries have sought to create a compensation
program that relates compensation to financial performance, recognizes
individual contributions and achievements, and attracts and retains outstanding
executive officers.
<PAGE> 8
Each year, the Executive Salary Committee of The Farmers & Merchants
State Bank sets a salary for its executive officers by reviewing the performance
of each officer, as well as, by making compensation comparisons with banks of
similar size in order to determine whether such salary levels are adequate to
attract and retain qualified executive officers. Officers, who are also members
of the Board of Directors, do not participate in the voting as it pertains to
compensation matters.
There are two components of the compensation program for all executive
officers of the Company's subsidiary, The Farmers & Merchants State Bank, a base
salary component and a bonus component, which is applicable to all employees,
set by the Board of Directors in December of each year, and paid in that year.
The following table shows, for fiscal years ended December 31, 1997,
1996 and 1995, the cash compensation paid by the Company and its subsidiaries,
as well as, certain other compensation paid or accrued for those years, to Joe
E. Crossgrove, the Executive Vice President and Treasurer of Farmers & Merchants
Bancorp, Inc., President and Chief Executive Officer of The Farmers & Merchants
State Bank, and Vice President of Farmers & Merchants Life Insurance Company.
The holding company has no employees; all compensation was paid by the bank
subsidiary. None of the other executive officers of the Company were paid salary
and bonus for the 1997 fiscal year in an amount which exceeded $100,000.
<TABLE>
<CAPTION>
Name and Base Other Annual
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Joe E. Crossgrove 1997 $ 103,267 $19,410 $13,774
Executive Vice 1996 101,485 14,986 11,326
President & Cashier 1995 99,300 15,102 10,618
</TABLE>
Salary includes directors' fees of $8,400 for 1997, 1996 and 1995.
Other compensation is the annual cost attributable to contributions to
the defined benefit pension plan and the 401(k) profit sharing plan.
Directors of The Farmers & Merchants State Bank are compensated at a
rate of $300 each for each meeting attended, plus a bonus of $600. Directors
receive no compensation for services performed while serving on special
committees.
No incidental benefits accrue to officers which, in the opinion of
management, are not job related, normal and appropriate in connection with the
conduct of the bank subsidiary's business affairs.
There are no long-term incentive programs or stock option programs in
effect.
RETIREMENT INCOME PLAN
The Farmers & Merchants State Bank maintained a trusteed retirement
income plan covering all employees who had attained the age of 21 and completed
six months of service on a full-time basis. The plan was a defined benefit plan.
The non-retired group had an average age of 36 years and an average age at hire
of 30 years, and an assumed retirement age of 65 as of August 1, 1995.
The plan called for benefits to be paid to eligible employees at normal
retirement age at a monthly benefit equal to 60% of average monthly compensation
less 50% of monthly Primary Social Security Amount, reduced prorata for service
less than 30 years. In no event would the monthly benefit be less than the
benefit accrued as of July 31, 1983. Benefits were also available for early
retirement at age 60 with 15 years of service: 1) payable at age 65 equal to the
accrued normal retirement pension using years of service and average monthly
compensation at the time of early retirement and assuming the employee received
no further compensation after retirement to calculate the Primary Social
Security Amount; or 2) an immediate pension equal to the one above but reduced
5/9% for each month prior to age 65 that the pension commences. The plan also
had provisions for termination benefits and pre-retirement death benefits.
The normal form of benefit payment was a 50% Joint and Survivor form if
married and a life with a
<PAGE> 9
minimum of 120 monthly payments guaranteed annuity form otherwise.
Plan assets consisted solely of U.S. Government securities.
During 1996 the Bank terminated the defined benefit pension plan and
replaced it with a 401(k) profit sharing plan. Upon approval from the Internal
Revenue Service, the remaining assets of the defined benefit pension plan which
were in excess of future benefit obligations were allocated to participants by
increasing accrued pension benefits before plan termination. All assets were
transferred to the 401(k) profit sharing plan.
<PAGE> 10
PERFORMANCE GRAPH
Below is a graph comparing the yearly percentage change in the Company's
cumulative total shareholder return on its common shares with an index for
NASDAQ Stock Market (U.S. Companies) comprised of all domestic common shares
traded on the NASDAQ National Market System, and an index for financial
institutions with total assets less than $500 million compiled by SNL Securities
for the five-year period ended December 31, 1997.
The Board of Directors recognize that the market price of stock is
influenced by many factors, only one of which is performance. The stock price
performance shown on the graph is not necessarily indicative of future
performance.
RETURNS ASSUME DIVIDEND REINVESTMENT
INDEXED TO $100 AT L2/31/91
<TABLE>
<CAPTION>
Period Ending
--------------------------------------------------------------------------
Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Farmers & Merchants Bancorp, Inc. 100.00 140.71 164.43 166.91 215.67 278.95
NASDAQ Total Return 100.00 116.38 133.59 130.59 184.67 227.16
SNL < $500M Bank Index 100.00 132.05 172.41 185.43 253.67 326.50
</TABLE>
<PAGE> 11
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Directors and principal officers of the bank subsidiary and their
associates were customers of, and had transactions with, the bank subsidiary in
the ordinary course of business during the year 1997. All loans and commitments
included in such transactions were made 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 other unfavorable features. The maximum
aggregate amount of loans to directors and principal officers of the bank
subsidiary during 1997 was in the amount of $14.4 million. This maximum amount
occurred in June, 1997. The December 31, 1997 balance of director and principal
officer loans in the aggregate of $6.1 million amounts to 16.2% of the equity
capital of the bank subsidiary at that date. As of the date hereof, all of such
loans were performing loans.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors intends to reappoint the firm of Krouse, Kern &
Co., Inc., independent certified public accountants, to be auditors of the
Corporation and its subsidiaries for the calendar year ending December 31, 1998,
and recommends to shareholders that they vote for ratification of that
appointment. Krouse, Kern & Co., Inc., served as auditors of the Corporation and
its subsidiaries for the year 1997. Although it is not required to do so, the
Board of Directors is submitting the appointment of Krouse, Kern & Co., Inc.,
for ratification by shareholders in order to ascertain the views of the
shareholders. If such appointment is not ratified, the Board will consider, but
not necessarily select other auditors.
Representatives of Krouse, Kern & Co., Inc., will be present at the
shareholders' meeting and will be given the opportunity to make a statement if
they desire to do so. They will also be available to respond to appropriate
questions. The Corporation has been advised by Krouse, Kern & Co., Inc., that no
member of that firm has any financial interest, either direct or indirect, in
the Corporation or its subsidiaries, other than as a depositor, and it has no
connections with the Corporation or its subsidiaries in any capacity other than
that of public accountants.
MANAGEMENT RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR RATIFICATION OF THE
RETENTION OF KROUSE, KERN & CO., INC.
PROPOSALS OF SHAREHOLDERS FOR NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1999 Annual
Shareholders' Meeting must be received at the Corporation's offices at 307-11
North Defiance Street, Archbold, Ohio 43502, prior to December 1, 1998 for
inclusion in the proxy statement and form of proxy.
OTHER MATTERS
The Board of Directors does not know of any other matters which are
likely to be brought before the meeting. However, in the event that any other
matters properly come before the meeting, the persons named in the enclosed
proxy will vote said proxy in accordance with their judgment on such matters.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed proxy will be borne by the Corporation.
In addition to the solicitation of proxies by use of the mails, the
Corporation will utilize the services of some of its officers as well as regular
employees of the bank subsidiary (who will receive no compensation therefor in
addition to their regular salaries as paid by the bank subsidiary) to solicit
proxies personally and by telephone. The Corporation will request banks and
other custodians, nominees and fiduciaries to forward copies of the proxy
material to their principals and to request authority for the execution of
proxies, and will reimburse such persons for their expenses in so doing.
<PAGE> 12
A copy of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1997 is enclosed. A copy of the Corporation's Annual Report
on Form 10-K for such year, with exhibits, as filed with the Securities and
Exchange Commission ("1997 10-K"), is available to any shareholder free of
charge. Shareholders desiring a copy of the 1997 10-K should address written
requests to Mr. Joe E. Crossgrove, Executive Vice President of Farmers &
Merchants Bancorp, Inc., 307-11 North Defiance Street, Archbold, Ohio 43502, and
are asked to mark "1997 10-K Request" on the outside of the envelope containing
the request.
By Order of the Board of Directors
/s/ Carol J. England
----------------------------------
Carol J. England
Secretary
Archbold, Ohio
March 6, 1998
<PAGE> 13
PROXY
FARMERS & MERCHANTS BANCORP, INC.
ARCHBOLD, OHIO
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY BE REVOKED AT
ANY TIME PRIOR TO ITS EXERCISE, BY OBTAINING THE PROXY FROM THE SECRETARY, WHO
WILL GIVE YOU THE PROXY UPON ORAL OR WRITTEN REQUEST.
The undersigned hereby appoints Charles Lugbill and Eugene Bernath or
any one or more of them, the attorneys and proxies of the undersigned, with
power of substitution to act with respect to all shares of the Capital Stock of
Farmers & Merchants Bancorp, Inc. registered in the name of the undersigned,
with all powers which the undersigned would possess if personally present at the
Annual Meeting of the Shareholders of Farmers & Merchants Bancorp, Inc. to be
held in the Founders Hall at Sauder Farm and Craft Village, State Route 2,
Archbold, Ohio, on Saturday, April 4, 1998, at 1:00 P.M., EST, and at any
adjournments thereof, and to vote as follows:
1. Fixing the number of Directors to be elected at 15 and the election of
the 15 nominees namely: Eugene Bernath, Jerry L. Boyers, Joe E.
Crossgrove, Robert Frey, Lee Graffice, Jack Johnson, Charles Lugbill,
Dean Miller, Dale L. Nafziger, Harold Plassman, James Provost, James
Saneholtz, Maynard Sauder, Merle Short, and Steven J. Wyse.
For Withhold Authority
----------------- -----------------
IF YOU WISH TO WITHHOLD AUTHORITY FOR ANY NOMINEE, PLEASE DRAW A LINE
THROUGH THE NOMINEE'S NAME.
2. To ratify the appointment of Krouse, Kern & Co., Inc., as independent
auditors of the Corporation and its subsidiaries for the calendar year
ending December 31, 1998.
3. To transact any and all other business as may properly come before the
meeting or any adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS
LISTED ABOVE UNLESS INDICATED TO THE CONTRARY. IF ANY OTHER BUSINESS IS
PRESENTED AT SAID MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF SAID MEETING.
The majority of said attorneys and proxies at said meeting and
adjournments thereof, (or if only one be present, then that one), shall have and
may exercise all of the powers of said attorneys and proxies.
DATED , 1998
----------------
------------------------------
------------------------------
(If signed in a fiduciary capacity, please give full fiduciary title. If
signed by a corporation, sign the full corporate name followed by the signature
of the duly authorized officer. If signed by an agent, attach the instrument
authorizing the agent to execute the proxy or a photocopy thereof.)
Please sign and date the Proxy and return it in the enclosed envelope.
