FARMERS & MERCHANTS BANCORP INC
DEF 14A, 1999-03-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<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 [ ]
 
     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.
- --------------------------------------------------------------------------------
    (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:
 
- --------------------------------------------------------------------------------

<PAGE>   2



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                            To be held April 10, 1999




        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 10, 1999 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
                     subsidiaries for the calendar year ending December 31,
                     1999;
                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,
1998, 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 9, 1999

        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 10, 1999


         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 10,
1999 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 1999.

         The Board of Directors has fixed the close of business on December 31,
1998 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 10, 1999.


                              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                 71               Chairman of the Board of Farmers                                1968
                                                    and Merchants Bancorp, Inc. and,
                                                    The Farmers & Merchants State
                                                    Bank

Eugene Bernath                  65               Farmer                                                          1978

Jerry L. Boyers                 65               President, Edifice Construction                                 1976
                                                    Management

Joe E. Crossgrove               62               President, Chief Executive Officer                              1992
                                                    The Farmers & Merchants State
                                                    Bank

Robert G. Frey                  58               President, E. H. Frey & Sons, Inc.                              1987

Lee E. Graffice                 67               President, Graffice Motor Sales                                 1983

Jack C. Johnson                 46               President, Hawk's Clothing, Inc.                                1991
                                                    Partner, REJO Partnership
</TABLE>




<PAGE>   5

<TABLE>


<S>                             <C>              <C>                                                                <C> 
Dean E. Miller                  54               President, MBC Holdings, Inc.                                   1986

Dale L. Nafziger                68               Retired                                                         1969

Harold H. Plassman              69               Attorney, Plassman, Rupp, Hensel                                1985
                                                    & Short

James L. Provost                70               Retired, Dyer & McDermott, Inc.                                 1995

James C. Saneholtz              52               President, Saneholtz-McKarns, Inc.                              1995

Maynard Sauder                  66               President, Sauder Woodworking Co.                               1980

Merle J. Short                  58               Farmer, President of Promow, Inc.                               1987

Steven J. Wyse                  54               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 thirteen 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, 1998 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
- -------------------                                    ----------------------------                          ----------------

Beneficial owners of more than 5%:

    None

Beneficial ownership of nominees for director:

<S>                                                             <C>                                             <C> 
    Eugene Bernath                                              3,510                                           .27%
    Jerry Boyers                                                3,380                                           .26
    Joe E. Crossgrove                                           2,600                                           .20
    Robert Frey                                                 3,780                                           .29
    Lee Graffice                                               10,010                                           .77
    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                                             20,405                                          1.57
</TABLE>



<PAGE>   6


        The Directors as a group hold and beneficially own 107,786 shares or
8.30% of the total outstanding shares of the Corporation as of December 31,
1998. Directors and principal officers as a group hold and beneficially own
133,512 shares or 10.27% of the total shares outstanding.

        In the determination of beneficial ownership, management has limited the
inclusion of shares to members of shareholders' immediate household.

        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 1998 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 1998 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.

        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, 1998,
1997 and 1996, the cash 


<PAGE>   7

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 1998 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                       1998              $     128,767    $      24,035     $    17,457
    Executive Vice                      1997                    111,667           19,410          13,774
    President & Cashier                 1996                    101,485           14,986          11,326
</TABLE>


         Salary includes directors' fees of $8,400 for 1998, 1997 and 1996.

         Other compensation is the annual cost attributable to contributions to
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 Bank has established a 401(k) profit sharing plan which allows
eligible employees to save at a minimum one percent of eligible compensation on
a pre-tax basis, subject to certain Internal Revenue Service limitations. The
Bank will match 50% of employee 401(k) contributions up to four percent of total
eligible compensation. In addition the Bank may make a discretionary
contribution from time to time as is deemed advisable. A participant is 100%
vested in the participant's deferral contributions and employer matching
contributions. A seven year vesting schedule applies to employer discretionary
contributions.

         In order to be eligible to participate, the employee must be 21 years
of age, completed six months of service, work 1,000 hours in the plan year and
be employed on the last day of the year. Entry dates have been established at
January 1 and July 1 of each year.

         The plan calls for only lump-sum distributions upon either termination
of employment, retirement, death or disability.




<PAGE>   8


                                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 greater than $500 million compiled by SNL
Securities for the five-year period ended December 31, 1998.

        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.
<TABLE>
<CAPTION>



                      RETURNS ASSUME DIVIDEND REINVESTMENT
                           INDEXED TO $100 AT 12/31/93


                                                                     Period Ending                                 
                                         -------------------------------------------------------------------------
Index                                    12/31/93     12/31/94     12/31/95     12/31/96     12/31/97     12/31/98
- ------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>          <C>          <C>          <C>         <C>   
Farmers & Merchants Bancorp, Inc.         100.00        112.12       137.66       177.39       250.01       348.14
NASDAQ - Total US                         100.00         97.75       138.26       170.01       208.58       293.21
SNL $500M-$1B Bank Asset-Size Index       100.00        106.76       141.74       177.19       288.03       283.20
</TABLE>




<PAGE>   9


            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 1998. 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 1998 was in the amount of $12.1 million. This maximum amount
occurred in November, 1998. The December 31, 1998 balance of director and
principal officer loans in the aggregate of $8.6 million amounts to 15.5% 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, 1999,
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 1998. 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 2000 Annual
Shareholders' Meeting must be received at the Corporation's offices at 307-11
North Defiance Street, Archbold, Ohio 43502, prior to December 1, 1999 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>   10


        A copy of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1998 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 ("1998 10-K"), is available to any shareholder free of
charge. Shareholders desiring a copy of the 1998 10-K should address written
requests to Mr. Joe E. Crossgrove, President and Chief Executive Officer of
Farmers & Merchants Bancorp, Inc., 307-11 North Defiance Street, Archbold, Ohio
43502, and are asked to mark "1998 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 9, 1999


<PAGE>   11




                                      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 10, 1999, 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, 1999.

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          , 1999
                                                                ---------

                                                          ----------------------

                                                          ----------------------





        (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.


<PAGE>   12




================================================================================



                  INVITATION TO FAMILY STYLE SIT-DOWN LUNCHEON

                           12:00 P.M., April 10, 1999
                 Founders Hall at Sauder Farm and Craft Village



To: Shareholders of Farmers & Merchants Bancorp, Inc.




         A family style luncheon for shareholders and one guest will be held in
the Founders Hall at Sauder Farm and Craft Village beginning at 12:00 P.M.,
April 10, 1999.


         Musical entertainment will be provided during the luncheon hour.


         Please return your reservation together with your Proxy in the
self-addressed envelope enclosed.


         Your attendance at the Annual Meeting immediately following the family
style sit-down luncheon will give you an opportunity to become acquainted with
other shareholders and become better informed on the operations of your bank.


                                                 Sincerely,




                                                 Joe E. Crossgrove
                                                 President and
                                                   Chief Executive Officer


- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

                 RESERVATION FOR FAMILY STYLE SIT-DOWN LUNCHEON
                    12:00 P.M. Founders Hall, April 10, 1999


                           I will attend with a guest
                     ----

                                    I will attend
                           ----

                                                                               

                                                     ---------------------------
                                                              Signature



================================================================================


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