<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[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 Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
BANCFIRST OHIO CORP.
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:________
(2) Aggregate number of securities to which transaction applies:___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):_____________
(4) Proposed maximum aggregate value of transaction:_______________________
(5) Total fee paid:________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:________________________________________________
(2) Form, Schedule or Registration Statement No.:__________________________
(3) Filing Party:__________________________________________________________
(4) Date Filed:____________________________________________________________
================================================================================
<PAGE> 2
BANCFIRST OHIO CORP.
422 Main Street
Zanesville, Ohio 43701
Telephone: (614) 452-8444
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To The Shareholders:
The Annual Meeting of Shareholders of BancFirst Ohio Corp., an Ohio
corporation (the "Company") will be held at the John McIntire Public Library,
220 North Fifth Street, Zanesville, Ohio, on the 17th day of April, 1997 at
10:00 a.m., local time, for the following purposes:
1. To elect to the Board of Directors four (4) Class I directors
for a term of three (3) years and until their successors are
elected and qualified, and two (2) Class II directors for a
term of one (1) year and until their successors are elected
and qualified.
2. To approve and ratify the proposal to amend the Company's
Articles of Incorporation to provide for a Board of Directors
consisting of not less than seven nor more than 15
members, as fixed by the Board of Directors;
3. To approve and ratify the proposal to amend the Company's
Articles of Incorporation to increase the number of
authorized shares of the Company's Common Stock;
4. To approve and ratify the proposal to amend the Company's
Articles of Incorporation to eliminate the par value per
share of the Company's Common Stock;
5. To approve and ratify the appointment of Coopers & Lybrand,
L.L.P., as independent auditors for the fiscal year ending
December 31, 1997; and
6. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on February 28,
1997, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. The stock transfer books will not be closed.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
March 17, 1997
<PAGE> 3
BANCFIRST OHIO CORP.
422 Main Street
Zanesville, Ohio 43701
Telephone: (614) 452-8444
---------------
PROXY STATEMENT
---------------
The accompanying Proxy is solicited by the Board of Directors of
BancFirst Ohio Corp. (the "Company"), for use at the Annual Meeting of
Shareholders to be held on April 17, 1997, at 10:00 a.m. local time, at the John
McIntire Public Library, 220 North Fifth Street, Zanesville, Ohio, or at any
adjournments thereof. When the proxy is properly executed and returned to the
Company, the shares it represents will be voted at the Annual Meeting in
accordance with the directions noted thereon or, if no direction is indicated,
such shares will be voted in favor of the proposals set forth in the Notice of
Annual Meeting of Shareholders attached hereto. The shares represented by any
Proxy which directs abstention on any proposal will not be voted on such
proposal, but will be included in calculating the shares represented by proxy at
the Annual Meeting. Broker non-votes on the proposals are treated as shares as
to which voting power has been withheld by the beneficial holders of those
shares and, therefore, as shares not entitled to vote on the proposal as to
which there is the broker non-vote. Any shareholder may revoke his or her Proxy
at any time before it is voted by delivering a later dated Proxy to the
Secretary of the Company, at the Company's principal office, or by voting at the
Annual Meeting. References herein to "FNB" mean The First National Bank, a
wholly-owned subsidiary of the Company; references herein to "CSB" mean County
Savings Bank, a wholly-owned subsidiary of the Company; and references to
"Bellbrook" mean The Bellbrook Community Bank, a wholly-owned subsidiary of the
Company.
Only shareholders of record at the close of business on February 28,
1997 will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
The Company has outstanding only common stock with $10.00 per value per
share (the "Common Stock"), of which 4,033,919 shares were issued and 3,981,908
shares outstanding at the close of business on February 28, 1997. Each
outstanding share of Common Stock is entitled to one vote. Upon request, holders
of Common Stock are entitled to cumulative voting in the election of directors
of the Company. When shares are voted cumulatively, the shareholder multiplies
the number of his shares by the number of directors to be elected and may give
any one or more nominees any portion of his total votes as so computed.
This Proxy Statement, together with the Notice of Annual Meeting of
Shareholders, Proxy and Annual Report of the Company for the fiscal year ended
December 31, 1996 (the "Annual Report"), was first mailed to shareholders on or
about March 17, 1997.
ELECTION OF DIRECTORS
GENERAL
The Articles of Incorporation of the Company provides for a Board of
Directors composed of not less than nine nor more than fifteen directors. The
Board of Directors is recommending that the shareholders approve an amendment
to the Articles of Incorporation to provide for a Board of Directors composed
of not less than seven nor more than fifteen members. If this proposal is
adopted by the shareholders, the Board of Directors intends to fix the number
of directors at eight.
The Articles of Incorporation of the Company designate three classes of
directors, with each class serving a term of three (3) years. Four nominees for
Class I director who will stand for election at this Annual Meeting: Philip E.
Burke; Richard O. Johnson, D.H.L.; William F. Randles; and Karl C. Saunders,
M.D., F.A.C.S; and two nominees for Class II director who will stand for
election at this Annual Meeting: Gary N. Fields and James L. Nichols.
2
<PAGE> 4
Except where authority to vote for the nominees shown below is
withheld, the proxyholders will vote the Proxy received by them FOR these
nominees for the term indicated, and until their successors are duly elected and
qualified. Although the Board of Directors has no reason to believe that any of
the nominees will decline or be unable to serve as a director, should that
occur, the Proxies will be voted by the proxyholders for such other person or
persons as may be designated by the present Board of Directors.
INFORMATION REGARDING NOMINEES AND CONTINUING DIRECTORS
The following information was supplied to the Company by the listed
nominees and continuing directors of the Company.
<TABLE>
<CAPTION>
NOMINEES
--------
Name Age Principal Occupation First Year Elected Director
- ---- --- -------------------- ---------------------------
<S> <C> <C> <C>
CLASS I-TERM
EXPIRES 1997:
Philip E. Burke 59 President, Chief Executive Officer and 1996
Director of Burke Products, Inc.
Richard O. Johnson, D.H.L. 68 President of J.J. Agro, Inc. 1990
William F. Randles 63 Chairman of the Board of the Company, 1990
and General Manager of T.C.I.
Cablevision of Ohio, Inc.
Karl C. Saunders, M.D., 45 Orthopedic Surgeon with Orthopedic 1990
F.A.C.S. Associates of Zanesville
CLASS II-TERM
EXPIRES 1998:
Gary N. Fields 56 President of the Company *
James L. Nichols 53 Treasurer, The Ohio State University *
CLASS III-TERM
EXPIRES 1999:
Milman H. Linn, III 66 President of Zanesville Stoneware Co. 1990
John W. Straker, Jr. 41 President of Oxford Oil Company 1993
<FN>
- --------------------
*Messrs. Fields and Nichols were appointed by the Board of Directors to fill
vacancies on the Board in 1996, and have been nominated for election as a
director of the Company.
</TABLE>
PHILIP E. BURKE
Philip E. Burke has served as a director of the Company since 1996. Mr.
Burke has served as a director of Bellbrook since 1982. Mr. Burke has served as
President and Chief Executive Officer of Burke Products, Inc. since 1966.
3
<PAGE> 5
RICHARD O. JOHNSON, D.H.L.
Richard O. Johnson has served as a director of FNB since 1982 and a
director of the Company since 1990. Since 1991, Mr. Johnson has been President
of J.J. Agro, Inc. From 1952 to 1991, Mr. Johnson served as President and
Manager of the Clay City Beverage Company. Mr. Johnson is a director of National
Gas and Oil Company.
WILLIAM F. RANDLES
William F. Randles has served as a director of FNB since 1984 and a
director of the Company since 1990. Since January 1996, Mr. Randles has served
as Chairman of the Board of the Company and FNB. Since 1967, Mr. Randles has
been General Manager of T.C. I. Cablevision of Ohio, Inc. He also serves as a
director of G-Pax, Inc.
KARL C. SAUNDERS, M.D., F.A.C.S.
Karl C. Saunders has served as a director of FNB since 1989 and a
director of the Company since 1990. Dr. Saunders, M.D., F.A.C.S. is an
orthopedic surgeon with Orthopedic Associates of Zanesville.
GARY N. FIELDS
Gary N. Fields was appointed President and Chief Executive Officer of
the Company in April 1996 and was appointed a director of the Company and CSB in
September 1996. He had served as Vice President of the Company from February
1994 to April 1996. From September 1991 to February 1994, he was employed by
Bank One, Columbus where he coordinated the merger of The Central Trust Company
of Central Ohio into Bank One. From September 1986 to September 1991, he served
as president of The Central Trust Company of Ohio.
JAMES L. NICHOLS
James L. Nichols was appointed a director of the Company in September
1996. Mr. Nichols has served as the Treasurer of the Ohio State University
since 1981.
MILMAN H. LINN, III
Milman H. Linn, III has served as a director of FNB since 1981 and a
director of the Company since 1990. Mr. Linn Serves as President of Zanesville
Stoneware Co., first elected to that position in June 1957.
JOHN W. STRAKER, JR.
John W. Straker, Jr. began serving as a director of FNB and the Company
in 1993. In September 1996, Mr. Straker resigned from the board of FNB and was
elected a director of CSB. Since 1984, Mr. Straker has served as President of
Oxford Oil Company.
4
<PAGE> 6
MEETINGS AND COMMITTEES OF THE BOARD
The Board, pursuant to its powers, has designated an Audit Committee.
The Board has no nominating committee or other committee which performs similar
functions. The Board held 20 regularly scheduled meetings and one special
meeting during the year ended December 31, 1996. Each member of the Board
attended at least 75% of the aggregate number of meetings of the Board and the
number of meetings held by all committees of the Board on which he served.
The Audit Committee examines, at least annually, the affairs of the
Company, ascertains whether the accounts are correctly kept and whether the
condition of the Company corresponds with its accounts, and makes
recommendations to the Board of Directors. The committee held_________ meetings
during the year ended December 31, 1996. Messrs. Johnson, Nichols, Straker and
Saunders are presently members of the Committee.
The Compensation Committee is responsible for making recommendations to
the Board of Directors regarding salaries and bonuses to be paid to executive
officers. During the year ended December 31, 1996 this committee held 2
meetings. Messrs. Linn, Straker, Saunders and Stewart are presently members of
this committee.
5
<PAGE> 7
INFORMATION REGARDING EXECUTIVE OFFICERS
The following information was supplied to the Company by the listed
executive officers of the Company, FNB, CSB and Bellbrook and is current as of
March 1, 1997. All executive officers serve a term of one (1) year, unless
removed from office pursuant to the Code of Regulations of the Company. Officers
of the subsidiaries serve at the pleasure of such subsidiary's Board of
Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Gary N. Fields 56 President and Chief Executive Officer and
director of the Company
David A. Arnold (1) 59 Vice President of the Company
James H. Nicholson (2) 34 Vice President and Secretary of the
Company; President and Chief Executive
Officer of FNB
Edward N. Cohn (3) 38 Vice President of the Company; President
and Chairman of the Board of CSB
Michael S. Kappas (4) 49 Vice President of the Company; Executive
Vice President and Vice Chairman of the
Board of CSB
Ingrid H. Phillips (5) 40 Vice President of the Company; Senior Vice President
of CSB
Kim M. Taylor (6) 41 Treasurer and Chief Financial Officer of
the Company; Senior Vice President and
Chief Financial Officer of CSB
Theresa L. Barnhart (7) 42 Senior Vice President of FNB
Robert M. Butler (8) 50 Senior Vice President of FNB, President of
FFSG, NA
Joseph M. Arie (9) 39 Senior Vice President of FNB
Charles E. White (10) 57 Senior Vice President of FNB
Gary L. McGlaughlin (11) 47 Executive Vice President of CSB
Mark A. Gearhart (12) 44 Senior Vice President of CSB
William A. Dougherty (13) 38 President and Chief Executive Officer of
Bellbrook
</TABLE>
(1) David A. Arnold has served as Vice President of the Company since
April 1991. From April 1991 to February 1996, Mr. Arnold served as
Executive Vice President of FNB. During 1996, Mr. Arnold served as
President of FNB. From April 1988 to April 1991, Mr. Arnold served as
Executive Vice President and Chief Administrative Officer of Bay Bank
& Trust Co., Panama City, Florida. From November 1980 to April 1988,
Mr. Arnold served as Executive Vice President of Commercial National
Bank, Tiffin, Ohio.
(2) James H. Nicholson has served as Secretary of the Company since April
1991, Vice President of the Company since September 1996 and President
of FNB since February 1997. Mr. Nicholson served as Executive Vice
President of FNB from May 1996 to January 1997 and Chief Operating
Officer of FNB from August 1996 to January 1997. Mr. Nicholson served
as Chief Financial Officer of FNB from April 1994 to September 1996,
served as Controller of FNB from June 1990 to April 1994 and served as
Treasurer of the Company from April 1991 to September 1996. From June
1988 to June 1990, he served as Manager of Accounting and Finance for
Rickenbacker Development Corp. From September 1984 to June 1988, Mr.
Nicholson was an audit supervisor for Coopers & Lybrand.
(3) Edward N. Cohn has served as Vice President of the Company since
September 1996. Mr. Cohn has served as Chairman of the Board of
Directors and President of CSB since September 1993. Prior to
September 1993, Mr. Cohn served as a Director and as President of the
Licking and Franklin County Divisions for CSB.
6
<PAGE> 8
(4) Michael S. Kappas has served as Vice President of Operations and
Systems of the Company since February 1997. Mr. Kappas has served as
Executive Vice President of CSB since February 1993 and as Vice
Chairman since September 1993. Prior to February 1993, Mr. Kappas
served as a Director and as Chief Financial Officer of CSB.
(5) Ingrid H. Phillips has served as Vice President of Human Resources of
the Company since February 1997. Ms. Phillips has served as Senior
Vice President of CSB since February 1993. Prior to February 1993, Ms.
Phillips served as Vice President/Controller of CSB.
(6) Kim M. Taylor has served as Chief Financial Officer/Treasurer of the
Company since September 1996. Mr. Taylor has served as Senior Vice
President of CSB since February 1993 and as Chief Financial Officer
since September 1993. Prior to February 1993, Mr. Taylor served as
Vice President of Finance/Treasurer of CSB.
(7) Theresa L. Barnhart has served as Senior Vice President of FNB since
April 1994. Ms. Barnhart currently serves as FNB's Senior Operations
Officer. Ms. Barnhart joined FNB in 1971 and has held numerous
positions within FNB's operations area.
(8) Robert M. Butler has served as Senior Vice President of FNB since
February 1995 and President of FFSG, NA since July 1996. From August
1993 to February 1995, Mr. Butler served as Senior Vice President of
the Trust Company of Kentucky, Ashland, Kentucky. From July 1989 to
July 1993, he served as Vice President and Senior Trust Officer of
United Southern Bank, Estis, Florida.
(9) Joseph M. Arie has served as Senior Lending/Senior Credit Officer of
FNB since November 1996. From March 1996 to November 1996, Mr. Arie
served as Group Vice President, Small Business Lending. From June 1992
to March 1996, Mr. Arie served as Vice President, and manager of the
Columbus Small Business Lending Center. From January 1987 to May 1992,
Mr. Arie served as Vice President, Commercial Lending Officer for
Busey Bank, Urbana, Illinois.
(10) Charles E. White has served as Senior Vice President of FNB since
November 1987.
(11) Gary L. McGlanghlin has served as Executive Vice President and Chief
Lending Officer of CSB since February 1993. Prior to February 1993,
Mr. McGlaughlin served as Chief Lending Officer of CSB.
(12) Mark A. Gearhart has served as Senior Vice President of CSB since
February 1993. Prior to February 1993, Mr. Gearhart served as Vice
President of CSB.
(13) William A. Dougherty has served as President and Chief Executive
Officer of Bellbrook since July 1995. From June 1992 to July 1995, Mr.
Dougherty served as Vice President and Senior Retail Lending Officer,
Elyria Savings & Trust National Bank, Elyria, Ohio. From October 1990
to June 1992, Mr. Dougherty served as Assistant Vice President and
Manager of Indirect Lending, First National Bank of Ohio, Akron, Ohio.
From May 1986 to October 1990, he served as Installment Loan Officer &
Assistant Manager Installment Loan Department, Old Phoenix National
Bank, Medina, Ohio. From May 1986 to July 1995, he was an employee of
FirstMerit Corporation.
7
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information with respect to each person
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding common stock of the Company as of March 1, 1997, the nominees
for director, the directors, the executive officers named in the Summary Cash
Compensation Table, and the officers and directors as a group. The common stock
ownership information includes current shareholdings and, if applicable, common
stock subject to warrants, options of other convertible securities which are
currently exercisable or exercisable within 60 days:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK (1)
- ------------------------------ ------------------------ -------------------------
<S> <C> <C>
The First National Bank, Trustee 443,382(2) 11.13%
422 South Main Street
Zanesville, Ohio 43702-2668
J.W. Straker, Sr. 229,613 5.77%
4120 Harbor Oaks Court
Bonita Springs, Florida 33923
Philip E. Burke 6,050 *
Gary N. Fields 3,222 *
Richard O. Johnson 60,466 1.52%
Milman H. Linn, III 99,164 2.49%
James L. Nichols 1,500 *
William F. Randles 16,726 *
Karl C. Saunders 9,611 *
John W. Straker, Jr. 206,973 5.20%
David A. Arnold 5,878 *
James H. Nicholson 4,047 *
Edward N. Cohn 5,808 *
Joseph M. Arie 2,815 *
All officers and directors as a group (21 445,223 11.18%
persons)
<FN>
* Less than one percent.
(1) Percentages are based upon 3,981,908 shares of Common Stock outstanding.
(2) Of these shares, The First National Bank has no investment power in 338,928
shares and sole voting power in 104,454 shares.
</TABLE>
8
<PAGE> 10
<TABLE>
<CAPTION>
BOARD OF DIRECTORS
Set forth below is information regarding the members of the Board of
Directors of each Subsidiary of the Company:
<S> <S>
THE FIRST NATIONAL BANK OF ZANESVILLE COUNTY SAVINGS BANK
- ------------------------------------- -------------------
<C> <C>
WILLIAM F. RANDLES, Chairman of the Board, General EDWARD N. COHN, Chairman of the Board, President
Manager, TCI Cablevision of Ohio, Inc. County Savings Bank
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern GARY N. FIELDS, President and CEO of BancFirst
Mutual Life, President, The Forker Company Ohio Corp.
SUSAN S. HENDERSON, Assistant Professor, Muskingum Area MICHAEL S. KAPPAS, Vice Chairman, Executive Vice
Technical College President, County Savings Bank
RICHARD O. JOHNSON, DHL, President, J.J. Argo, Inc. JAMES A. MORAN, Vice President Sales, Checkfree
Corporation
MILMAN H. LINN, III, President and General Manager JAMES L. NICHOLS, Treasurer, The Ohio State
Zanesville Stoneware Company University
JAMES H. NICHOLSON, President and CEO of The First JOHN W. STRAKER, JR., President, Oxford Oil
National Bank of Zanesville Company
KARL C. SAUNDERS, MD, FACS, Orthopedic Surgeon,
Orthopedic Associates, Saunix Management, Ltd.
WILLIAM T. STEWART, PHD, PE, President, Stewart Glapat
Corp. FIRST FINANCIAL SERVICES GROUP, N.A.
------------------------------------
LYNN H. WILLETT, PHD, President, Muskingum Area Technical
College MILMAN H. LINN, Chairman of the Board, President
and General Manager, Zanesville Stoneware Company
DAVID A. ARNOLD, Vice President, BancFirst
Ohio Corp.
ROBERT M. BUTLER, President and CEO, First
Financial Services Group, N.A.
FRANK J. DOSCH, CLU, CHFC, District Agent,
Northwester Mutual Life, President, The Foraker
Company
WILLIAM T. STEWART PHD, PE, President, Stewart
Glapat Corp.
</TABLE>
9
<PAGE> 11
BELLBROOK COMMUNITY BANK
- ------------------------
YENEMA V. (BURMA) FERNANDEZ, Chairperson of the Board,
Owner and Operator, Bellbrook Shopping Plaza
PHILIP E. BURKE, President, Burke Products, Inc.
HOWARD M. CARL, Owner, Optometrist
RAY A. COX, Partner, Cox, Ginger, and Root, Attorneys at Law
WILLIAM A. DOUGHERTY, President and CEO, Bellbrook Community Bank
JOHN M. GLOYD, Retired President, Bellbrook Community Bank
JAMES W. GRUSHON, Retired/owner, Thomas & Grushon Insurance Co.
RICHARD B. PAVLAK, President, PRD Corp.
CHARLES R. POSTON, President, Dayton Hasty Tasty, Inc.
GRAHAM L. ROGERS, Owner, Rogers-McNay Insurance Agency,
National Insurance Agents, Inc., R&R Co., R&R Investments
Co., Troy Town Co.
DIRECTORS EMERITI
- -----------------
Robert W. Forker, CLU
Charles A. Gorsuch
J. W. Straker
10
<PAGE> 12
EXECUTIVE COMPENSATION
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth as to each person who served as Chief
Executive Officer in 1996 and the four highest paid executive officers whose
annual salary and bonus for 1996 exceeded $100,000, information regarding all
forms of compensation paid or payable by the Company, FNB or CSB for services in
all capacities for the years indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION
---------------------------------------------------
Other Annual All Other
Compensation Compensation
Name and Principal Position Year Salary ($) Bonus ($) ($)(1) ($)
- --------------------------- ---- ---------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Gordon C. Wagner, 1996 116,923 0 828 3,566(4)
Chief Executive 1995 190,000 83,000 725 20,484
Officer of the Company(2) 1994 175,000 70,000 630 20,484
Gary N. Fields 1996 129,490 60,000 460 19,362(4)
Chief Executive Officer of the 1995 103,500 15,000 400 8,196
Company (3) 1994 88,816 10,000 630 384
David A. Arnold 1996 128,392 75,000 828 19,633(4)
President of FNB (5) 1995 122,390 53,540 725 20,057
1994 118,250 37,000 630 19,351
James H. Nicholson 1996 91,211 60,000 828 17,759(4)
Chief Financial Officer 1995 73,735 32,890 800 13,821
of FNB(6) 1994 71,000 22,000 630 12,015
Edward N. Cohn 1996 71,538 40,380 0 8,950(4)
President of CSB(7)
Joseph M. Arie 1996 93,513 10,000 791 16,741(4)
Senior Vice President of FNB 1995 62,875 39,946 700 14,297
1994 65,919 0 626 10,324
- -----------------------------
<FN>
(1) Represents dollar value attributable to personal use of Company-paid
club membership.
(2) Mr. Wagner resigned effective February 1, 1996.
(3) Mr. Fields joined the Company in February 1994, and was elected Chief
Executive Officer of the Company in April 1996.
</TABLE>
<PAGE> 13
[FN]
(4) Represents dollar value of term life insurance premiums paid by the
Company on behalf of Messrs. Wagner ($720), Fields ($449); Arnold
($599), Nicholson ($386) Cohn ($450) and Arie ($236) and Company
contributions to defined contribution plans on behalf of Messrs. Wagner
($2,846), Fields ($18,914), Arnold ($19,034), Nicholson ($17,373),
Cohn ($8,500) and Arie ($16,504).
(5) Mr. Arnold served as President of FNB from ________ 1996 to February
1997. Mr. Arnold currently serves as Vice President of the Company.
(6) Mr. Nicholson was elected President of FNB in February 1997.
(7) The salary information for 1996 reflects only the period from August
14 to December 31, for that period following consummation of the
Company's acquisition of CSB.
DIRECTOR COMPENSATION
- ---------------------
Each director of the Company receives a $5,500 retainer and $250 for
each meeting of the Company's Board of Directors and committees of the Board
attended. Each director of FNB, receives a $5,500 retainer and $250 for each
meeting of FNB's Board of Directors and committees of the Board attended. Each
director of CSB receives $1,000 for each meeting of CSB's Board of Directors
attended and $450 for each meeting of a committee of the Board attended. Each
director of Bellbrook receives a $200 for each meeting of Bellbrook's Board of
Directors and committees of the Board attended. Mr. Randles receives $15,000
retainer for serving as Chairman of the Board of the Company and $5,000 retainer
for serving as Chairman of the Board of FNB. Directors receive no compensation
for meetings of the Compensation Committee and the committee that administers
the Employee Stock Purchase Plan. The directors who also serve as officers of
the Company, FNB, CSB or Bellbrook and the Secretary to the Board of Directors
do not receive compensation for meetings attended.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation. This report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that BancFirst Ohio
Corp. specifically incorporates by reference, and shall not otherwise be deemed
filed under such Acts.
The Compensation Committee of the Board of Directors is composed
entirely of non-employee directors and no member has any direct or indirect
material interest in or relationship with the Company except his stock ownership
and position as a director. The Compensation Committee of the Board of Directors
has not formalized a policy with respect to qualifying compensation paid to
executive officers under Section 162(m) of the Internal Revenue Code, but
intends to study the Company's compensation plans to develop a formal policy, if
necessary.
The Named Officers of the Company, other than Mr. Fields, receive no
compensation from the Company, but are paid by FNB, CSB, or Bellbrook for
services rendered in their capacities as executive officers of the respective
subsidiary. Generally, the Compensation Committee reviews and recommends to the
Board of Directors the compensation of the Chief Executive Officer, consisting
of both base salary and executive bonus. The Chief Executive Officer of each of
the three subsidiaries establishes the salary and bonus levels of the other
executive
12
<PAGE> 14
officers within his organization. The executive compensation levels were
determined by the respective Chief Executive Officers based on a subjective
performance review of each officer and the performance of his or her area of
responsibility. The compensation components for executive officers, other than
the Chief Executive Officer, do not relate directly to specific Company
performance or any targeted performance factors. These recommendations were made
to the respective boards and ratified by board action. During 1996, no
recommendation of the Compensation Committee regarding the Chief Executive
Officers' compensation or any determination regarding executive compensation was
in any material way modified or rejected by the Board of Directors.
Gordon C. Wagner continued to serve as President of the Company through
January 31, 1996, at which time he resigned due to health reasons. During this
period in 1996, Mr. Wagner received a base salary equal to his 1995 base salary.
Upon Mr. Wagner's resignation, William F. Randles was elected to serve as
Chairman of the Board and Interim Chief Executive Officer, until a successor
could be located. Mr. Randles was not paid a salary for assuming the additional
responsibilities as Chief Executive Officer, but received compensation for
serving as Chairman. Mr. Randles served as Chief Executive of the Company until
April 16, 1996, at which time Gary N. Fields was elected President and Chief
Executive Officer.
During 1996, the Compensation Committee was charged by the BancFirst
Ohio Corp. Board of Directors and the FNB Board of Directors to review and
recommend salary and bonus levels for Mr. Fields, President and Chief Executive
Officer of BancFirst Ohio Corp., and Mr. Arnold, President and Chief Executive
Officer of FNB. Thus, the Committee was serving each board in this capacity. Mr.
Cohn, President and Chief Executive Officer of CSB, is party to a two-year
employment agreement pursuant to which his salary has been determined. The
bonuses for executive officers of CSB are calculated pursuant to an existing
performance bonus plan of CSB, pursuant to which an executive officer will
receive an annual bonus equal to a specified percentage of his or her base
salary if certain financial objectives of CSB are achieved. Due to the
employment agreement and the performance bonus plan, Mr. Cohn's salary and bonus
were not reviewed by the Committee
The salary of Mr. Fields was established by the Compensation Committee
and Board of Directors upon his appointment as President and Chief Executive
Officer of BancFirst Ohio Corp. The base compensation for Mr. Fields was largely
determined based upon comparisons with historical compensation levels within the
Company and the existing salary levels of the chief executive officers of the
Company's subsidiaries. In addition, Mr. Fields' salary was established in
recognition of the responsibility Mr. Fields had in successfully establishing
the current corporate structure following the acquisition of CSB. The
Compensation Committee has also established the salary for Mr. Fields for 1997
and his bonus for 1996. These determinations were based largely upon a review of
the overall organizational performance during 1996, comparison with other
comparable midwestern high-performing financial service organizations, and
recognition of Mr. Fields' efforts in accomplishing the acquisition of CSB. The
banks surveyed did not include the NASDAQ Bank Industry Index set forth in the
Corporate Performance Graph, but were selected by the Compensation Committee as
a peer group solely for the purpose of determining compensation levels. The
Compensation Committee has no formal policy for targeted financial
accomplishments in determining compensation levels. Neither the salary component
nor the bonus component was determined based upon targeted performance factors.
The Compensation Committee recommended Mr. Fields' bonus compensation
in recognition of the financial and operational achievements of the Company and
its subsidiaries, taken as a whole, with no relative weight assigned to any
particular factor of the Company's performance.
The Compensation Committee believes that base salaries should be
competitive with those of financial services organizations of comparable
performance size, and that a major component of total compensation should be in
the form of performance bonuses established at year-end. The Committee believes
that this provides the Executive Officers with the necessary incentive to manage
the affairs of the Company and each of the subsidiaries in an efficient manner
and to serve the needs of our respective markets. During 1997, the Compensation
Committee intends to evaluate an additional component of executive compensation
- - long-term incentives. The Committee has engaged the services of Coopers &
Lybrand to assist in this evaluation and it is anticipated that any long-term
incentive program the Committee may recommend will serve to provide additional
alignment between the goals of our shareholders and our executive management.
13
<PAGE> 15
Milman H. Linn, III
Karl C. Saunders
William T. Stewart
John W. Straker, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1996, Messrs. Linn, Saunders, Stewart and Straker served as
members of the Compensation Committee of the Company's Board of Directors. The
Compensation Committee determined the compensation level of the Chief Executive
Officer. Mr. Fields, Chief Executive Officer of the Company, determined the
compensation levels of each of the other executive officers of the Company.
14
<PAGE> 16
CORPORATE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent BancFirst Ohio Corp.
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
The graph below compares the yearly percentage change in the cumulative
shareholder return on the Company's Common Stock with the cumulative return of
the Total Return Index for the NASDAQ Stocks and the NASDAQ Bank Industry Index
(SIC Codes 602 and 671) for the period of five fiscal years. The graph assumes
reinvestment of all dividends paid on the Company's Common Stock. The
shareholder return shown on the graph below is not necessarily indicative of
future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN
BANCFIRST OHIO CORP., TOTAL NASDAQ STOCKS, NASDAQ BANK STOCKS
- --------------------------------------------------------------------------------
GRAPH TO BE
INSERTED
For the Year Ended December 31
Assumes that the value of the investment in BancFirst Ohio Corp.
Stock and each index was $100 at December 31, 1991 and that all
dividends were reinvested.
- --------------------------------------------------------------------------------
Plot Points
-----------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
Bancfirst 100 118.25 185.55 192.37 257.15 269.72
----------------------------------------------------------
Nasdaq Stocks 100 116.38 133.60 130.59 184.67 227.16
----------------------------------------------------------
Nasdaq Bank Stocks 100 145.55 165.99 165.38 246.32 325.6
15
<PAGE> 17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Several directors of the Company and/or FNB and/or CSB and/or Bellbrook
are affiliated with entities engaged in various levels of business activity with
FNB and/or CSB and/or Bellbrook. These and other transactions of FNB and/or CSB
and/or Bellbrook with officers, directors, employees, principal shareholders or
affiliates have been or will be (i) made in the ordinary course of business;
(ii) on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transaction with other persons;
and (iii) such that did not or do not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO REDUCE THE
REQUIRED BOARD COMPOSITION
On ___________, 1997, the Company's Board of Directors authorized an
amendment to the Company's Articles of Incorporation to reduce the required
Board composition. The Articles of Incorporation currently provides for a
Board of Directors composed of not less than nine nor more than fifteen
members, as fixed by the Board. If this amendment to the Articles of
Incorporation is approved by the shareholders, the Articles of Incorporation
will provide for a Board composed of not less than seven nor more than fifteen
members, and the Board intends to fix the number of directors at eight. The
shareholders are being asked to approve and adopt this proposed amendment.
The Board believes that the proposed reduction in the minimum Board
composition is desirable in light of the organizational changes to the
composition of the Company's Board and the board of directors of the
subsidiaries during 1996. The Board believes that the current composition of
the Board, consisting of eight members, provides for orderly, efficient and
well-informed direction to the Company.
The reduction in the minimum number of directors who can compose the
Board could have an impact on the number of directors a minority shareholder
could elect if cumulative voting has been exercised. When shares are voted
cumulatively, the shareholder multiplies the number of his shares by the number
of directors to be elected and may give any one or more nominees any portion of
his total votes as so computed. However, the Company's Articles of Incorporation
provide for a staggered Board of Directors, so that the entire Board is not up
for election each year. Because of this provision for a staggered Board, the
reduction in the minimum composition from nine members to seven members should
not significantly impact the rights of any current shareholder.
The approval of the adoption of the amendment to the Company's Articles
of Incorporation requires the affirmative vote of a majority of the shares of
Common Stock issued and outstanding. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE PROPOSAL TO REDUCE THE MINIMUM COMPOSITION OF THE
BOARD OF DIRECTORS.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK
On January 23, 1997, the Company's Board of Directors authorized an
amendment to the Company's Articles of Incorporation to increase the number of
authorized shares of common stock from 7,500,000 to 20,000,000. The
shareholders are being asked to approve and adopt this proposed amendment. As
of the Record Date, 4,033,919 shares of Common Stock were issued and 3,981,908
shares outstanding, leaving only 3,518,092 shares (including Treasury shares)
available for issuance.
The Board believes that the proposed increase is desirable so that, as
the need may arise, the Company will have more flexibility to issue shares of
Common Stock, without the expense and delay of a special shareholders' meeting,
in connection with possible future stock splits or stock dividends, future
opportunities for expanding the business through acquisitions, equity
financings, management incentive and employee benefit plans and for other
general corporate purposes.
The increase in authorized Common Stock will not have any immediate
effect on the rights of existing shareholders. The Company has no present plans
to issue any shares of additional Common Stock authorized by this proposal.
However, any such issuance of additional shares of Common Stock will decrease
the existing shareholders' percentage equity ownership and could have the effect
of diluting the earnings per share and book value per share of outstanding
shares of Common Stock. The Board will have the authority to issue authorized
Common Stock without requiring future shareholder approval of such issuances,
except as may be required by applicable law or stock exchange regulations.
In addition, the Company could issue additional shares of authorized
and unissued Common Stock in one or more transactions which could dilute the
stock ownership or voting rights of a person seeking to obtain control of the
Company, which would make a change in control of the Company more difficult, and
therefore less likely.
The approval of the adoption of the amendment to the Company's Articles
of Incorporation requires the affirmative vote of a majority of the shares of
Common Stock issued and outstanding. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR THE PROPOSAL TO INCREASE THE AUTHORIZED SHARES OF THE
COMPANY'S COMMON STOCK.
PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO ELIMINATE THE PAR
VALUE PER SHARE OF THE COMPANY'S COMMON STOCK
On January 23, 1997, the Company's Board of Directors authorized an
amendment to the Company's Articles of Incorporation to eliminate the par value
per share of the Company's Common Stock. The Articles of Incorporation
currently state that the Company's Common Stock shall have a $10.00 par value.
The Company's shareholders are being asked to approve and adopt this proposed
amendment. The Board believes that this amendment will position the Company to
more effectively utilize and manage its equity, providing the Company with
greater financial flexibility, including the declaration of stock dividends or
stock splits.
16
<PAGE> 18
Under current corporate law, par value is an arbitrary figure as it
relates to Common Stock, which is determined by incorporators of an entity and
set forth in the Articles of Incorporation. Many companies who incorporate today
use a low par value (i.e., $0.01, $0.10, $1.00) or have no par value. The State
of California no longer uses the concept of par value for its domestic
corporations.
Under prior Ohio corporate law, par value served several functions. The
par value was the price at which the shares of Common Stock were offered to
shareholders, and was meant to provide shareholders with assurance that others
who purchased stock in the company would not pay less for the stock than the
original purchasers. Because the par value represented the price actually paid
for stock of the Company, the par value was a measure of the capital necessary
to begin or expand a business, and a creditor could decide whether he could
safely lend funds to the entity based upon the capital represented by the par
value.
The First National Bank of Zanesville was established as a national
bank in 1863 with a $10.00 par value per share of its common stock. In 1990, the
shareholders of The First National Bank of Zanesville approved a corporate
reorganization to form the holding company. BancFirst Ohio Corp. was formed in
connection with that reorganization and the par value per share of the shares of
The First National Bank of Zanesville was maintained for the Company. The Board
of Directors believes that it is in the best interest of the Company and its
shareholders to eliminate the par value for the shares of the Company's Common
Stock.
Although par value generally does not serve the corporate purposes for
which it was originally intended, it remains a factor under Ohio law in
determining the funds available for use by the Company in paying dividends and
other distributions to shareholders and in determining the extent of any
permissible corporate repurchases of shares of Common Stock. The Company is
required to maintain a stated capital account at least equal to the total number
of shares issued, multiplied by the par value per share. With a $10.00 par
value, the Company is required to maintain a stated capital account of at least
$40,339,190. In order for the Company to pay dividends to its shareholders or
repurchase shares of its Common Stock, it must calculate its surplus in
accordance with Ohio law. Surplus is the excess of the Company's assets over its
liabilities plus stated capital.
The Board believes that the proposed elimination of the par value of
the shares of Common Stock is desirable to provide the Company with flexibility
in managing its corporate funds. The adoption of the amendment to eliminate par
value for shares of the Company's Common Stock will substantially decrease the
Company's required stated capital which must be added to the Company's
liabilities in determining any surplus available for dividends, distributions,
corporate share repurchases and other corporate purposes under Ohio law.
The elimination of the par value per share of Common Stock will not
have any effect on the rights of existing shareholders. However, the Board does
have the authority to issue authorized Common Stock on the terms and for the
consideration determined by the Board without requiring future shareholder
approval of such issuances, except as may be required by applicable law or stock
exchange regulations. Under Ohio law, shares of common stock cannot be issued
for consideration less than the par value of the stock, and therefore, currently
the Board cannot issue shares of Common Stock for less than $10.00 per share. If
the amendment to the Articles of Incorporation is adopted by the shareholders,
the Board could issue shares of Common Stock at any price it determines, subject
to requirements of applicable law and stock exchange regulations. In addition,
under Ohio law, shareholders are entitled to a preference in bankruptcy over
other classes of Common Stock which have a lower par value, to the extent of
such par value. Currently, the Company has only one class of Common Stock and
has no plans to issue any other class of Common Stock. However, if the proposed
amendment is adopted by the shareholders and a second class of stock is ever
issued by the Company, the holders of the new class of stock may have a
preference in bankruptcy to the extent of any par value of the new class of
common stock.
The approval of the adoption of the amendment to the Company's Articles
of Incorporation requires the affirmative vote of a majority of the shares of
Common Stock issued and outstanding. THE BOARD OF DIRECTORS
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<PAGE> 19
UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION TO ELIMINATE PAR VALUE FOR SHARES OF THE COMPANY'S COMMON
STOCK.
INDEPENDENT ACCOUNTANTS
The shareholders are asked to approve and ratify the Board of
Directors' appointment of Coopers & Lybrand, L.L.P., certified public
accountants, as the independent auditors of the Company for the purpose of
auditing and reporting upon the financial statements of the Company for the year
ending December 31, 1997. The audit function encompasses not only the annual
examination of the Company. Representatives of Coopers & Lybrand, L.L.P., are
expected to be present at the Annual Meeting. At such time, the representatives
will have any opportunity to make a statement, if they desire to do so, and will
be able to respond to appropriate questions.
An affirmative vote of the holders of a majority of shares of Common
Stock present or represented, and entitled to vote, at the Annual Meeting is
required for approval. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE IN FAVOR OF THE APPROVAL AND RATIFICATION OF THE APPOINTMENT OF COOPERS &
LYBRAND, L.L.P., AS INDEPENDENT AUDITORS OF THE COMPANY.
FINANCIAL STATEMENTS
The financial statements of the Company are not included in this Proxy
Statement as they are not deemed material to the exercise of prudent judgment by
the shareholders with respect to any proposal to be submitted at this Annual
Meeting. The Annual Report of the Company for the year ended December 31, 1996,
including the audited consolidated financial statements contained therein, is
enclosed with this Proxy Statement but such Annual Report is not incorporated in
this Proxy Statement and is not deemed to be a part of the Proxy soliciting
material.
SHAREHOLDERS' PROPOSALS
Shareholders' proposals intended for inclusion in the Proxy material
solicited by the Company for the 1998 Annual Meeting of Shareholders must be
received at the Company's executive offices not later than December 8, 1997.
The Company will not be required to include in its Proxy Statement or form of
Proxy a shareholder proposal which is received after that date or which
otherwise fails to meet requirements for shareholder proposals established by
regulations of the Securities Exchange Commission.
GENERAL
The Proxy is solicited by management and confers discretionary
authority to vote on other matters which may properly come before the meeting
or any adjournments thereof, but the Board of Directors does not know of any
matter to be brought before the Annual Meeting other than the matters referred
to in the Notice of Annual Meeting of Shareholders and matters incident
thereto. The persons named in the Proxy solicited by management will vote all
properly executed Proxies. If a shareholder specifies on such Proxy a choice
with respect to a proposal to be acted upon, the Proxy will be voted in
accordance with such specifications. Where no choice is specified, the Proxy
will be voted FOR all nominees for director and FOR proposal 2, 3, 4, and 5. If
any matter not set forth in the Notice of Annual Meeting of Shareholders is
properly brought before the Annual Meeting, such persons will vote thereon in
accordance with their best judgment. The presence at the Annual Meeting in
person or by Proxy of the holders of a majority of the outstanding shares of
common stock is necessary to constitute a quorum as prescribed by the Code of
Regulations of the Company.
18
<PAGE> 20
The entire cost of soliciting proxies for the Annual Meeting will be
borne by the Company. Proxies may be solicited by officers, directors, and
regular employees of the Company personally, by mail, or by telephone or
telegraph, and the Company may reimburse brokers, custodian banks, nominees and
other fiduciaries for their reasonable out-of-pocket expenses in forwarding
proxy materials to their principals.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
March 17, 1997
Zanesville, Ohio
19
