<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. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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<PAGE> 2
BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
To our Stockholders: March 17, 1999
I am pleased to invite you to attend the annual meeting of shareholders
of BancFirst Ohio Corp. to be held on Thursday, April 22, 1999, at 10:00 a.m. at
the John McIntire Public Library, 220 North Fifth Street, Zanesville, Ohio.
Details regarding the business to be conducted at the meeting are more
fully described in the accompanying Notice of Annual Meeting and Proxy
Statement.
Your vote is important. Whether or not you plan to attend the annual
meeting, I hope that you will vote as soon as possible. Voting by written proxy
will ensure your representation at the annual meeting if you do not attend in
person.
Thank you for your ongoing support of and continued interest in
BancFirst Ohio Corp.
Sincerely,
William F. Randles
Chairman of the Board
BancFirst Ohio Corp.
<PAGE> 3
1999 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS..........................................................................1
Q: Why am I receiving these materials?...................................................................2
Q: What information is contained in these materials?.....................................................2
Q: What proposals will be voted on at the meeting?.......................................................2
Q: What shares owned by me can be voted?.................................................................2
Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?...2
Shareholder of Record...............................................................................2
Beneficial Owner....................................................................................2
Q: How can I vote my shares in person at the meeting?....................................................2
Q: How can I vote my shares without attending the meeting?...............................................3
Q: Can I change my vote?.................................................................................3
Q: How are votes counted?................................................................................3
Q: What is the voting requirement to approve each of the proposals?......................................3
Q: What does it mean if I receive more than one proxy or voting instruction card?........................3
Q: Where can I find the voting results of the meeting?..................................................3
BANCFIRST SUBSIDIARIES............................................................................................4
What are the primary subsidiaries of BancFirst?..........................................................4
Who serves as Directors for the BancFirst subsidiaries?..................................................4
STOCK OWNERSHIP...................................................................................................5
Who are the largest owners of BancFirst's stock?.........................................................5
How much stock do BancFirst's directors and executive officers own?......................................6
Section 16(a) Beneficial Ownership Reporting Compliance.............................................7
BOARD STRUCTURE AND COMPENSATION..................................................................................7
The Audit Committee.................................................................................7
Compensation Committee..............................................................................7
Strategic Planning Committee........................................................................8
Mergers and Acquisitions Committee..................................................................8
DIRECTOR COMPENSATION ARRANGEMENTS................................................................................8
PROPOSAL NO. 1....................................................................................................9
ELECTION OF DIRECTORS.............................................................................................9
Class III Directors.................................................................................9
Directors Continuing in Office......................................................................9
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Class I Directors...................................................................................9
Class II Directors.................................................................................10
PROPOSAL NO. 2...................................................................................................10
RATIFICATION OF INDEPENDENT ACCOUNTANTS..........................................................................10
EXECUTIVE OFFICERS AND KEY EMPLOYEES.............................................................................11
EXECUTIVE COMPENSATION...........................................................................................13
SUMMARY COMPENSATION TABLE.......................................................................................13
OPTION GRANTS IN LAST FISCAL YEAR................................................................................14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND..............................................................15
FISCAL YEAR-END OPTION VALUES....................................................................................15
REPORT OF THE COMPENSATION COMMITTEE.............................................................................15
Compensation Philosophy............................................................................15
Compensation Vehicles..............................................................................16
Chief Executive Officer Compensation...............................................................17
Compensation Committee Interlocks and Insider Participation........................................17
STOCK PERFORMANCE GRAPH..........................................................................................18
COMPARISON OF CUMULATIVE TOTAL RETURN............................................................................18
PLOT POINTS......................................................................................................18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................................................19
ADDITIONAL QUESTIONS AND INFORMATION REGARDING...................................................................19
THE ANNUAL MEETING AND SHAREHOLDER PROPOSALS.....................................................................19
Q: What happens if additional proposals are presented at the meeting?...................................19
Q: What class of shares are entitled to be voted?.......................................................19
Q: What is the quorum requirement for the meeting?......................................................19
Q: Who will count the vote?.............................................................................19
Q: Is my vote confidential?.............................................................................19
Q: Who will bear the cost of soliciting votes for the meeting?..........................................19
Q: May I propose actions for consideration at next year's annual meeting of shareholders or nominate
individuals to serve as directors?......................................................................20
</TABLE>
ii
<PAGE> 5
BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
(740) 452-8444
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME 10:00 a.m. on Thursday, April 22, 1999
PLACE John McIntire Public Library
220 North Fifth Street
Zanesville, Ohio
ITEMS OF BUSINESS (1) To elect directors
(2) To ratify the appointment of independent
accountants
(3) To consider such other business as may
properly come before the meeting
RECORD DATE You are entitled to vote if you were a shareholder
at the close of business on Monday, March 1, 1999.
VOTING BY PROXY Please submit the proxy as soon as possible so that
your shares can be voted at the meeting in
accordance with your instructions. For specific
instructions, please refer to the Questions and
Answers beginning on page 2 of this proxy
statement and the instructions on the proxy card.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
This proxy statement and accompanying proxy card are being distributed on or
about March 17, 1999.
<PAGE> 6
Q: WHY AM I RECEIVING THESE MATERIALS?
A: The Board of Directors of BancFirst Ohio Corp. is providing these proxy
materials for you in connection with its annual meeting of shareholders which
will take place on April 22, 1999. You are invited to attend the meeting and
are requested to vote on the proposals described in this proxy statement.
Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
A: The information included in this proxy statement relates to the proposals to
be voted on at the meeting, the voting process, the compensation of directors
and our most highly paid officers, and certain other required information.
Our 1998 Summary Annual Report, and our 1998 Annual Report to Shareholders
and Form 10-K for the Year Ended December 31, 1998, are also enclosed.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: There are two proposals scheduled to be voted on at the meeting:
* The election of directors
* The ratification of independent accountants
Q: WHAT SHARES OWNED BY ME CAN BE VOTED?
A: All shares owned by you as of March 1, 1999, the record date, may be voted by
you. These shares include those (1) held directly in your name as a
shareholder of record and (2) held for you as the beneficial owner through a
stockbroker, bank or other nominee.
Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?
A: Many of our shareholders hold their shares through a stockbroker, bank or
other nominee rather than directly in their own name. As summarized below,
there are some distinctions between shares held of record and those owned
beneficially.
SHAREHOLDER OF RECORD
If your shares are registered directly in your name with our Transfer Agent,
ChaseMellon, you are considered, with respect to those shares, the
shareholder of record and these proxy materials are being sent directly to
you by BancFirst. As a shareholder of record, you have the right to grant
your voting proxy directly to BancFirst or to vote in person at the meeting.
We have enclosed a proxy card for your use.
BENEFICIAL OWNER
If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the beneficial owner of the shares held in street
name and these proxy materials are being forwarded to you by your broker or
nominee who is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker on
how to vote and are also invited to attend the meeting. However, since you
are not the shareholder of record, you may not vote these shares in person at
the meeting. Your broker or nominee has enclosed a voting instruction card
for your use.
Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?
A: Shares held directly in your name as the shareholder of record may be voted
in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU ALSO
SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR VOTE WILL BE COUNTED IF YOU
LATER DECIDE NOT TO ATTEND THE MEETING.
2
<PAGE> 7
Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?
A: Whether you hold shares directly as the shareholder of record or beneficially
in street name, you may direct your vote without attending the meeting. You
may vote by granting a proxy or, for shares held in street name, by
submitting voting instructions to your broker or nominee. Please refer to the
instructions included on your proxy card or, for shares held in street name,
the voting instruction card included by your broker or nominee.
You may vote by mail by signing your proxy card or, for shares held in street
name, the voting instruction card included by your broker or nominee and
mailing it in the enclosed, postage prepaid and addressed envelope. If you
provide specific voting instructions, your shares will be voted as you
instruct. If you sign but do not provide instructions, your shares will be
voted as described below in "HOW ARE VOTES COUNTED?".
Q: CAN I CHANGE MY VOTE?
A: You may change your proxy instructions at any time prior to the vote at the
annual meeting. For shares held directly in your name, you may accomplish
this by granting a new proxy or by attending the annual meeting and voting in
person. Attendance at the meeting will not cause your previously granted
proxy to be revoked unless you specifically so request. For shares held
beneficially by you, you may accomplish this by submitting new voting
instructions to your broker or nominee.
Q: HOW ARE VOTES COUNTED?
A: In the election of directors, you may vote "FOR" all of the nominees or your
vote may be "WITHHELD" with respect to one or more of the nominees. For the
other proposals, you may vote "FOR," "AGAINST" or "ABSTAIN." If you
"ABSTAIN," it has the same effect as a vote "AGAINST." If you sign your proxy
card or broker instruction card with no further instructions, your shares
will be voted in accordance with the recommendations of the Board.
Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
A: In the election of directors, the two individuals receiving the highest
number of "FOR" votes will be elected. All other proposals require the
affirmative "FOR" vote of a majority of those shares present, in person or by
proxy, and entitled to vote. If you are the beneficial owner and do not
provide the shareholder of record with voting instructions, your shares may
constitute broker non-votes, as described in "WHAT IS THE QUORUM REQUIREMENT
FOR THE MEETING?" on page 19. In tabulating the voting results for any
particular proposal, shares which constitute broker non-votes are not
considered entitled to vote.
Upon request, holders of common stock are entitled to cumulative voting in
the election of directors of BancFirst. When your shares are voted
cumulatively, you multiply the number of your shares by the number of
directors to be elected. You may give any one or more of the nominees any
portion of your total votes.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY OR VOTING INSTRUCTION
CARD?
A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting
instruction cards you receive.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: We will announce preliminary voting results at the meeting and publish final
results in our quarterly report on Form 10-Q for the second quarter of 1999.
Additional Q&A information regarding the annual meeting and shareholder
proposals may be found on pages 19 and 20 below.
3
<PAGE> 8
BANCFIRST SUBSIDIARIES
WHAT ARE THE PRIMARY SUBSIDIARIES OF BANCFIRST?
BancFirst's banking subsidiary is The First National Bank of Zanesville
("First National"). In May 1998, the Bellbrook Community Bank ("Bellbrook") and
County Savings Bank ("County") were merged under the national bank charter of
First National. The bank operates as First National Bank in Muskingum County,
Ohio and as Bank First National, a division of The First National Bank of
Zanesville, in all other areas. It has ten full service banking offices in
Muskingum County, six in Licking County, five in Franklin County and two banking
locations in the Dayton area. The bank also has business lending centers in
Columbus, Cleveland, Cincinnati, and Canton, Ohio; Louisville, Kentucky; and
Indianapolis, Indiana. Through First Financial Services Group, N.A., a
subsidiary of First National, BancFirst offers complete trust services.
WHO SERVES AS DIRECTORS FOR THE BANCFIRST SUBSIDIARIES?
Set forth below is information regarding the members of the Board of
Directors of each subsidiary of BancFirst:
THE FIRST NATIONAL BANK OF ZANESVILLE
- -------------------------------------
WILLIAM F. RANDLES, Chairman of the Board, Area Manager, Time Warner
Communications
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life, President,
The Forker Company
SUSAN S. HENDERSON, Assistant Professor, Muskingum Area Technical College
MILMAN H. LINN, III, President and General Manager Zanesville Stoneware Company
JAMES M. MATESICH, CEO - Operations and Administration, Matesich Distributing
Co.
JAMES H. NICHOLSON, President and CEO of The First National Bank of Zanesville
KARL C. SAUNDERS, M.D., MBA, F.A.C.S., President and CEO of Saunix Management,
Ltd., Orthopaedic Surgeon, Orthopaedic Associates, Saunix Management, Ltd.
WILLIAM T. STEWART, PHD, PE, President, Stewart Glapat Corp.
LYNN H. WILLETT, PHD, President, Muskingum Area Technical College
GARY N. FIELDS, President and CEO, BancFirst Ohio Corp.
EDWARD N. COHN, Executive Vice President of The First National Bank of
Zanesville
JAMES L. NICHOLS, Treasurer, The Ohio State University
JOHN W. STRAKER, JR., President, Oxford Oil Company
FIRST FINANCIAL SERVICES GROUP, N.A.
- ------------------------------------
(Subsidiary of The First National Bank of Zanesville)
MILMAN H. LINN, III, Chairman of the Board, President and General Manager,
Zanesville Stoneware Company
JAMES H. NICHOLSON, President and CEO, The First National Bank of Zanesville
ROBERT M. BUTLER, President and CEO, First Financial Services Group, N.A.
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life, President,
The Foraker Company
SUSAN S. HENDERSON, Assistant Professor, Muskingum Area Technical College
JAMES M. MATESICH, CEO - Operations and Administration, Matesich Distributing
Co.
DIRECTORS EMERITI
- -----------------
Robert W. Forker, CLU
Charles A. Gorsuch
Richard O. Johnson
J.W. Straker, Sr.
4
<PAGE> 9
STOCK OWNERSHIP
WHO ARE THE LARGEST OWNERS OF BANCFIRST'S STOCK?
The following table shows the amount of BancFirst common stock
beneficially owned by any person or group (other than directors and executive
officers of BancFirst) that is the beneficial owner of more than 5% of
BancFirst's common stock as of March 1, 1999.
<TABLE>
<CAPTION>
- -------------------------------------------- --------------------------------- -------------------------------------
AGGREGATE NUMBER PERCENT OF
OF SHARES SHARES
NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING (1)
---------------- ------------------ ---------------
<S> <C> <C>
First Financial Services Group N.A., 905,967(2) 11.51%
Trustee
422 South Main Street
Zanesville, OH 43702-2668
J.W. Straker, Sr. 1998 Irrevocable Trust 535,988(3) 6.81%
Susan S. Henderson, Trustee
Susan S. Henderson Trust II
Susan S. Henderson
3606 Maple Avenue
Zanesville, OH 43701
- -------------------------------------------- --------------------------------- -------------------------------------
</TABLE>
(1) Percentages based upon 7,870,948 shares of Common Stock outstanding.
(2) Of these shares, First Financial Services Group, N.A. ("FFSG") has no
investment power in 231,107 shares and sole voting power in 205,577 shares.
(3) These shares are held in various trusts established by J.W. Straker, Sr. or
for which Susan S. Henderson acts as a trustee, and 10,080 shares are held in
the name of Susan S. Henderson. Ms. Henderson serves as a director of First
National.
5
<PAGE> 10
HOW MUCH STOCK DO BANCFIRST'S DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table shows the amount of common stock of BancFirst
beneficially owned (unless otherwise indicated) by BancFirst's directors, the
executive officers of BancFirst named in the Summary Compensation Table below
and the directors and executive officers of BancFirst as a group. Except as
otherwise indicated, all information is as of March 1, 1999.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission, and
the information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares as to
which the individual has the sole or shared voting power or investment power and
also any shares which the individual has the right to acquire as of April 30,
1999 (60 days after the record date of March 1, 1999) through the exercise of
stock options or other rights. Unless otherwise indicated, each person has sole
investment and voting power (or shares such powers with his spouse) with respect
to the shares set forth in the following table. In the table below, we have
indicated that an individual owns shares directly if such shares are held in his
or her name, in the name of a spouse or in the name of a child.
<TABLE>
<CAPTION>
- ------------------------------------------------------ ---------------------------------------- ----------------------
NAME AMOUNT AND PERCENT OF
---- NATURE OF SHARES
BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------ ---------------
<S> <C> <C>
Philip E. Burke..................................... 12,546 Direct *
Gary N. Fields...................................... 10,300 Direct *
4,035 Indirect (3)
2,100 Vested Options
Milman H. Linn, III................................. 131,524 Direct 2.52%
66,804 Indirect (3)
James L. Nichols.................................... 4,948 Direct *
William F. Randles.................................. 25,106 Direct *
3,570 Indirect (3)
Karl C. Saunders.................................... 17,554 Direct *
2,820 Indirect (3)
John W. Straker, Jr................................. 18,942 Direct 5.70%
429,826 Indirect (4)
James H. Nicholson.................................. 3,498 Direct *
8,822 Indirect (3)
2,190 Vested Options
Edward N. Cohn...................................... 4, 336 Direct *
13,711 Indirect (3)
1,250 Vested Options
Joseph M. Arie...................................... 241 Direct *
5,043 Indirect (3)
1,095 Vested Options
Kim M. Taylor....................................... 6,031 Direct *
4,282 Indirect (3)
625 Vested Options
All current directors and executive officers as a 261,933 Direct 10.49%
group (19) persons............................... 554,367 Indirect
9,330 Vested Options
- ------------------------------------------------------ ------------------- -------------------- ----------------------
* Represents less than 1% of the Company's outstanding common stock.
</TABLE>
(1) "Vested Options" are stock options which may be exercised as of April
30, 1999.
(2) Percentages are based upon 7,870,948 shares of common stock outstanding
on March 1, 1999.
(3) These shares are held of record by FFSG.
(4) Of these shares, 1,920 are held of record by FFSG and 427,907 are held
in the name of Oxford Oil Company.
6
<PAGE> 11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and holders of more than 10% of our common stock
to file with the Securities and Exchange Commission reports regarding their
ownership and changes in ownership of our stock. BancFirst believes that during
fiscal 1998, its officers, directors and 10% shareholders complied with all
Section 16(a) filing requirements, except two late reports were filed by Mr.
Smith related to one transaction for the purchase of 1,000 shares of BancFirst
Common Stock and by Mr. Butler related to one transaction for the purchase of
560 shares of BancFirst Common Stock. In making this statement, BancFirst has
relied upon the written representations of its directors and officers.
BOARD STRUCTURE AND COMPENSATION
Our Board currently has seven directors (and two vacant positions) and
the following 4 committees: (1) Audit, (2) Compensation, (3) Strategic Planning,
and (4) Mergers and Acquisitions. The membership during fiscal 1998 and the
function of each committee are described below. During 1998, the Board held 12
meetings. Each director attended at least 75% of all Board and applicable
committee meetings.
<TABLE>
<CAPTION>
- -------------------------------------------- ----------------- ------------------ ---------------- -------------------
STRATEGIC MERGERS AND
NAME OF DIRECTOR AUDIT COMPENSATION PLANNING (1) ACQUISITIONS
- ---------------------------- ----- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Non-Employee Directors:
Philip E. Burke............................
Milman H. Linn, III........................ X X
James L. Nichols........................... X X
William F. Randles......................... X
Karl C. Saunders .......................... * X X X
John W. Straker, Jr........................ X * X
Employee Directors:
Gary N. Fields............................. X X
Number of Meetings in Fiscal 1998.......... 11 1 2 5
- -------------------------------------------- ----------------- ------------------ ---------------- -------------------
X = Committee member; * = Chair
(1) Mr. Stewart, a director of First National, is also a member of this committee.
</TABLE>
THE AUDIT COMMITTEE
The Audit Committee reviews our auditing, accounting, financial
reporting and internal control functions and makes recommendations to the Board
for the selection of independent accountants. In discharging its duties, the
committee:
- reviews and approves the scope of the annual audit and the
independent accountant's fees;
- meets independently with our internal auditing staff, our
independent accountants and our senior management; and
- reviews the general scope of our accounting, financial
reporting, annual audit and internal audit program, matters
relating to internal control systems as well as the results of
the annual audit.
COMPENSATION COMMITTEE
The Compensation Committee is responsible for making recommendations to
the Board regarding salaries and bonuses to be paid to executive officers.
7
<PAGE> 12
STRATEGIC PLANNING COMMITTEE
The Strategic Planning Committee is responsible for reviewing
BancFirst's long-term strategic planning activities and making recommendations
and reports to the Board.
MERGERS AND ACQUISITIONS COMMITTEE
The Mergers and Acquisitions Committee is responsible for merger and
acquisition activities in accordance with corporate policy, reviewing
preliminary analyses and making recommendations to the Board.
DIRECTOR COMPENSATION ARRANGEMENTS
The following table provides information on BancFirst's compensation
and reimbursement practices during 1998 for non-employee directors as well as
the range of compensation paid to non-employee directors who served the entire
year. Gary N. Fields, who is employed by BancFirst, does not receive any
compensation for his Board activities. We have included information with respect
to compensation practices of our subsidiaries as well. In May 1998, County and
Bellbrook were merged under the charter of First National.
COMPENSATION TABLE
FOR 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------- ------------------------------
<S> <C>
Annual Director Retainer (BancFirst) $5,500
Annual Director Retainer (First National) $5,500
Annual Retainer for Chairman (BancFirst) $15,000
Annual Retainer for Chairman (First National) $5,000
Board Meeting Attendance Fees (per meeting) (BancFirst) $250
Board Meeting Attendance Fees (per meeting) (First National) $250
Board Meeting Attendance Fees (per meeting) (County) $1,000
Board Meeting Attendance Fees (per meeting) (Bellbrook) $200
Committee Meeting Attendance Fees (per meeting) (BancFirst) $250 (1)
Committee Meeting Attendance Fees (per meeting) (First National) $250
Committee Meeting Attendance Fees (per meeting) (County) $450
Committee Meeting Attendance Fees (per meeting) (Bellbrook) $200
Reimbursement for Expenses Attendant to Board Membership Yes
Range of Total Cash Compensation Paid to BancFirst Directors (for the year) $8,500 -- $28,500
- ------------------------------------------------------------------------------------- ------------------------------
- -------------------------------
(1) Directors receive no compensation for meetings of the Compensation Committee.
</TABLE>
8
<PAGE> 13
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors is currently divided into three classes, having
three-year terms that expire in successive years. The Company's Articles of
Incorporation provide for a Board of Directors composed of not less than seven
nor more than fifteen Directors. The Board of Directors has fixed the number of
Directors at nine. There are currently two vacant positions on the Board. Your
Board of Directors intends to evaluate candidates to fill such vacancies during
1999. If, however, the Board does not identify qualified candidates to fill such
vacancies during 1999 or otherwise determines that such vacancies should not be
filled, then at next year's annual meeting, the Board will seek your approval to
amend the Articles of Incorporation to reduce director classification to two
classes in accordance with Ohio law.
The current three-year term of office of Directors in Class III expires
at the 1999 Annual Meeting. The Board of Directors proposes that the nominees
described below, all of whom are currently serving as Class III Directors, be
re-elected to Class III for a new term of three years and until their successors
are duly elected and qualified.
Each of the nominees has consented to serve a three-year term. If any
of them should become unavailable to serve as a Director, the Board may
designate a substitute nominee. In that case, the persons named as proxies will
vote for the substitute nominee designated by the Board.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD
OF EACH OF THE FOLLOWING NOMINEES.
CLASS III DIRECTORS. The Directors standing for election are:
<TABLE>
<S> <C>
MILMAN H. LINN, III Mr. Linn has served as a Director of First National since 1981
Director since 1990 and a Director of BancFirst since 1990. Mr. Linn serves as
Age 68 President of Zanesville Stoneware Co., first elected to that
position in June 1957.
JOHN W. STRAKER, JR. Mr. Straker began serving as a Director of First National and
Director since 1993 BancFirst in 1993. Since 1984, Mr. Straker has served as
Age 43 President of Oxford Oil Company.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS. The following Class I Directors were elected at BancFirst's
1997 Annual Meeting for terms ending in 2000:
<TABLE>
<S> <C>
WILLIAM F. RANDLES Mr. Randles has served as a Director of First National since 1984
Director since 1990 and a Director of BancFirst since 1990. Since January 1996, Mr.
Age 65 Randles has served as Chairman of the Board of BancFirst and
First National. Since 1967, Mr. Randles has been General Manager
of T.C.I. Cablevision of Ohio, Inc. which was acquired by Time
Warner Communications in March 1999. He now serves as Area
Manager. He also serves as a Director of G-Pax, Inc.
KARL C. SAUNDERS, M.D., MBA, F.A.C.S. Dr. Saunders has served as a Director of First National since
Director since 1990 1989 and a Director of BancFirst since 1990. Dr. Saunders is
Age 47 President and CEO of Saunix Management, Ltd. and is also an
Orthopaedic Surgeon with Orthopaedic Associates of Zanesville.
</TABLE>
9
<PAGE> 14
CLASS II DIRECTORS. The following Class II Directors were elected at BancFirst's
1998 Annual Meeting for terms ending in 2001:
<TABLE>
<S> <C>
PHILIP E. BURKE Mr. Burke has served as a Director of BancFirst since 1996. He
Director since 1996 serves as a consultant and Director of Burke Products, Inc. since
Age 61 1998. Mr. Burke served as President and Chief Executive Officer
of Burke Products, Inc. from 1966 to 1998.
GARY N. FIELDS Mr. Fields has served as President and Chief Executive Officer of
Director since 1997 BancFirst since April 1996 and was appointed a Director of
Age 58 BancFirst in September 1996. Mr. Fields also serves as a
Director of First National. He had served as Vice President of
BancFirst 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 Central Ohio.
JAMES L. NICHOLS Mr. Nichols has served as a Director of BancFirst since September
Director since 1997 1996 and also serves as a Director of First National. Mr.
Age 55 Nichols has served as the Treasurer of the Ohio State University
since 1981.
</TABLE>
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Audit Committee of the Board of Directors has appointed
PricewaterhouseCoopers, L.L.P. as BancFirst's independent accountants to audit
BancFirst's consolidated financial statements for the year ended December 31,
1999. During 1998, PricewaterhouseCoopers, L.L.P., served as BancFirst's
independent accountants and provided certain tax and consulting services.
Representatives of PricewaterhouseCoopers, L.L.P. are expected to attend the
meeting where they will be available to respond to questions and, if they
desire, to make a statement.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS, L.L.P. AS BANCFIRST'S INDEPENDENT
ACCOUNTANTS FOR 1999. If the appointment is not ratified, our Board will select
other independent accountants.
10
<PAGE> 15
EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table provides information regarding each of BancFirst's
executive officers and certain key employers. All officers are elected by the
Board of Directors to serve one year terms. Effective May 16, 1998, County and
Bellbrook were merged under the charter of First National.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Gary N. Fields 58 President, Chief Executive Officer
and Director of BancFirst; Director
of First National
James H. Nicholson (1) 36 Vice President and Secretary of
BancFirst; President, Chief
Executive Officer and Director of
First National
Edward N. Cohn (2) 40 Vice President of BancFirst;
Executive Vice President and Chief
Operating Officer and Director of
First National
Ingrid H. Phillips (3) 42 Senior Vice President of First
National
Kim M. Taylor (4) 43 Treasurer and Chief Financial
Officer of BancFirst; Senior Vice
President and Chief Financial
Officer of First National
Robert M. Butler (5) 52 Senior Vice President of First
National, President and Chief
Executive Officer of FFSG, NA
Joseph M. Arie (6) 41 Senior Vice President of First
National
Charles E. White (7) 59 Senior Vice President of First
National
Gary L. McGlaughlin (8) 49 Senior Vice President of First
National
Kevin W. Nelson (9) 35 Vice President of First National
Gary C. Smith (10) 51 Senior Vice President of First
National
Thomas J. Selock (11) 46 Senior Vice President of First
National
Dennis K. Miller (12) 51 Senior Vice President of First
National
- --------------------------
</TABLE>
11
<PAGE> 16
(1) James H. Nicholson has served as Secretary of BancFirst since April
1991, Vice President of BancFirst since September 1996, and President
and Chief Executive Officer and Director of First National since
February 1997. Mr. Nicholson served as Executive Vice President of
First National from May 1996 to January 1997 and Chief Operating
Officer of First National from August 1996 to January 1997. Mr.
Nicholson served as Chief Financial Officer of First National from
April 1994 to September 1996, served as Controller of First National
from June 1990 to April 1994 and served as Treasurer of BancFirst from
April 1991 to September 1996.
(2) Edward N. Cohn has served as Vice President of BancFirst since
September 1996. He served as Executive Vice President, Chief Operating
Officer and Franklin County Divisional President and Director of First
National since May 1998. Mr. Cohn served as Chairman of the Board of
Directors and President of County from September 1993. Prior to
September 1993, Mr. Cohn served as a Director and as President of the
Licking and Franklin County Divisions for County.
(3) Ingrid H. Phillips has served as Senior Vice President of First
National since May 1998. She served as Vice President of Human
Resources of BancFirst from February 1997 to May 1998. Ms. Phillips
served as Senior Vice President of County since February 1993. Prior to
February 1993, Ms. Phillips served as Vice President/Controller of
County.
(4) Kim M. Taylor has served as Chief Financial Officer/Treasurer of
BancFirst since September 1996. He has served as Senior Vice President
and Chief Financial Officer of First National since May 1998. Mr.
Taylor served as Senior Vice President of County since 1993 and as
Chief Financial Officer since September 1993. Prior to February 1993,
Mr. Taylor served as Vice President of Finance/Treasurer of County.
(5) Robert M. Butler has served as Senior Vice President of First National
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.
(6) Joseph M. Arie has served as Senior Vice President and Senior
Commercial Lending Officer of First National since May 1998. He served
as Senior Lending/Senior Credit Officer of First National since
November 1996. 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.
(7) Charles E. White has served as Senior Vice President of First National
since November 1987.
(8) Gary L. McGlaughlin has served as Senior Vice President of First
National since May 1998. He served as Executive Vice President and
Chief Lending Officer of County since 1993. Prior to February 1993, Mr.
McGlaughlin served as Chief Lending Officer of County.
(9) Kevin W. Nelson has served as Vice President of First National and
Dayton Area Divisional President since May 1998. He served as President
and CEO of Bellbrook from February 1998. Mr. Nelson joined Bellbrook in
February 1997, serving as the bank's Senior Lending Officer. From
October 1995 to February 1997, Mr. Nelson served as Assistant Vice
President, United National Bank and Trust Co., Canton, Ohio. From
September 1988 to October 1995, he served as Assistant Vice President,
Consumer Loan Officer, Elyria Savings and Trust National Bank, Elyria,
Ohio.
(10) Gary C. Smith has served as Senior Vice President of First National,
Licking County Divisional President since May 1998. He served as
President of County, Licking County Division, since August 1997. From
August 1993 to August 1997, Mr. Smith served as Senior Vice
President/Senior Lending Officer of Elyria Savings & Trust National
Bank, Elyria, Ohio. From August 1991 to August 1993, he served as
Division President, Peoples Bank, Marietta, Ohio.
12
<PAGE> 17
(11) Thomas J. Selock has served as Senior Vice President of First National,
Executive Vice President Muskingum County Division since May 1998. He
served as Executive Vice President of First National since November
1997. From September 1991, he served as Vice President of Commercial
Lending for Bank One Cambridge, N.A.
(12) Dennis K. Miller, Sr., CBA, CFSA, has served as Senior Vice President
and Senior Operations Officer since February of 1999. From November
1997 to February 1999, he served as Director of Audit for BancFirst
Ohio Corp. Prior to November 1997, Mr. Miller was Senior Vice President
and Chief Operations Officer of PremierBank and Trust in Elyria, Ohio.
EXECUTIVE COMPENSATION
The following table discloses compensation received by BancFirst's
Chief Executive Officer and its four other most highly paid executive officers
for the fiscal year ending December 31, 1998, as well as their compensation for
the fiscal years ending December 31, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------------------------- -------------------
RESTRICTED
NAME AND PRINCIPAL OTHER ANNUAL STOCK SECURITIES ALL OTHER
POSITION COMPENSATION AWARDS UNDERLYING COMPENSATION
YEAR SALARY ($) BONUS ($) ($)(1) ($)(2) OPTIONS (#) ($)
- -------------------------- ------- ------------ ------------ ---------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gary N. Fields 1998 165,923 9,000 -- 1,000 10,333 18,100 (4)
Chief Executive Officer 1997 155,712 28,875 -- 28,875 4,200 21,770
of BancFirst (3) 1996 129,490 60,000 -- 0 0 19,362
James H. Nicholson 1998 160,000 10,500 -- 10,500 10,000 15,796(4)
President of First 1997 129,245 40,000 -- 40,000 4,380 19,793
National 1996 91,211 60,000 -- 0 0 17,759
Edward N. Cohn 1998 182,692 0 -- 0 9,000 9,612(4)
Executive Vice President 1997 200,000 17,630 -- 17,630 2,500 9,080
of First National 1996 71,538(5) 40,380 -- 0 0 8,950
Joseph M. Arie 1998 103,462 12,500 -- 12,500 4,500 15,619(4)
Senior Vice President 1997 116,693 26,035 -- 26,035 2,190 17,313
of First National 1996 93,513 10,000 -- 0 0 16,741
Kim M. Taylor 1998 114,231 5,500 -- 5,500 3,218 9,177(4)
Chief Financial Officer 1997 113,937 15,000 -- 15,000 1,250 8,664
of BancFirst 1996 33,623(6) 21,709 -- 0 0 7,150
</TABLE>
- ---------------
(1) The aggregate amount of perquisite compensation to be reported herein
is less than the lesser of $50,000 or 10% of the total of annual salary
and bonus reported for the named executive officer. No other annual
compensation was paid or payable to the named executive officers in the
years indicated.
(2) Represents the dollar value of stock awarded to the officer, at his
election, pursuant to BancFirst's Bonus Shares Program whereby the
named officer was permitted to forego a portion of his bonus and
receive shares of BancFirst's stock. Pursuant to such plan, if the
officer holds such shares for a period of 5 years from such issuance,
BancFirst will issue additional stock to such officer in an amount
equal to 50% of such original award.
(3) Mr. Fields joined BancFirst in February 1994, and was elected Chief
Executive Officer of BancFirst in April 1996.
13
<PAGE> 18
(4) Represents dollar value of term life insurance premiums paid by
BancFirst on behalf of Messrs. Fields ($2,700), Nicholson ($396), Cohn
($612), Arie ($510) and Taylor ($571) and BancFirst contributions to
defined contribution plans on behalf of Messrs. Fields ($15,400),
Nicholson ($15,400), Cohn ($9,000), Arie ($15,109) and Taylor ($8,606).
(5) Mr. Cohn joined BancFirst on August 14, 1996 in connection with the
consummation of BancFirst's acquisition of County.
(6) Mr. Taylor joined BancFirst on August 14, 1996 in connection with the
consummation of BancFirst's acquisition of County.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in 1998 to
each of the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration Market Value Grant Date
Name Options Granted(2) 1998(3) ($/Share)(4) Date on Grant Date Present Value(5)
- ----------------- ------------------- ----------------- ------------------ ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. Fields 10,333 12.16% $32.00-$36.00 12/28/18 $30.00 $96,097
James H. Nicholson 10,000 11.76% $32.00-$36.00 12/28/18 $30.00 $93,000
Edward N. Cohn 9,000 10.59% $32.00-$36.00 12/28/18 $30.00 $83,700
Joseph M. Arie 4,500 5.29% $32.00-$36.00 12/28/18 $30.00 $41,850
Kim M. Taylor 3,218 3.79% $32.00-$36.00 12/28/18 $30.00 $29,927
</TABLE>
- -----------------
(1) No stock appreciation rights were granted to executive officers in
1998.
(2) The options granted in 1998 are exercisable 25% after the first year
from the grant date, 50% after the second year, 75% after the third
year and 100% after the fourth year.
(3) BancFirst granted options to purchase an aggregate of 85,000 shares to
employees in 1998.
(4) For each of the named executive officers, the exercise price for 25% of
the options granted is $30.00, for 25% of the options granted is
$32.00, for 25% of the options granted is $34.00 and for 25% of the
options granted is $36.00.
(5) BancFirst used the Black-Scholes model of option valuation to determine
the grant date present value. BancFirst does not advocate or
necessarily agree that the Black-Scholes model can properly determine
the value of an option. Calculation of the valuation assumes an
interest rate (risk-free rate of return) of 4.75%; annual dividend
yield of 2.00%; and volatility of 31.37%.
14
<PAGE> 19
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in 1998 by
each of the named executive officers and the values of each of such officer's
unexercised options at December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
UNDERLYING OPTIONS AT
UNEXERCISED OPTIONS AT DECEMBER 31, 1998(1)
DECEMBER 31, 1998 ----------------------------------
----------------------------
Number of
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. Fields 0 $0 2,100 8,233 $14,438 $ 25,381
James H. Nicholson 0 $0 2,190 16,570 $15,056 $ 26,396
Edward N. Cohn 0 $0 1,250 12,750 $ 8,594 $ 15,375
Joseph M. Arie 0 $0 1,095 7,785 $ 7,528 $ 13,151
Kim M. Taylor 0 $0 625 5,093 $ 4,297 $ 7,567
- --------------
</TABLE>
(1) The value of unexercised options is based upon the difference between the
exercise price and the average of the high and low market prices on December 31,
1998 of $30.375.
REPORT OF THE COMPENSATION COMMITTEE
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 this information 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 BancFirst 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 BancFirst's compensation plans to develop a formal policy, if
necessary.
COMPENSATION PHILOSOPHY
The goals of the compensation program are to align compensation with
business objectives and performance, and to enable BancFirst to attract, retain
and reward executive officers whose contributions are critical to the long-term
success of BancFirst. BancFirst is committed to maintaining a competitive pay
program that helps attract and retain experienced, highly effective personnel.
Historically, to ensure that pay is competitive, BancFirst has compared its pay
practices with those of other comparable mid-western high-performing financial
service organizations and sets its pay parameters based on this review. The
banks surveyed do 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 purposes of determining compensation levels.
Generally, executive officers are rewarded based upon corporate
performance and individual performance. Corporate performance is evaluated by
reviewing the extent to which strategic and business plan goals are met,
including such factors as earnings, return on assets, return on equity and
strategic initiatives. None of the factors included in BancFirst's strategic and
business goals is assigned a specific weight. Instead, the Compensation
Committee recognizes that these factors may change in order to adapt to specific
business challenges and to
15
<PAGE> 20
changing economic and marketplace conditions. Individual performance is
evaluated by reviewing organizational and management development progress and
the degree to which teamwork and Company values are fostered.
COMPENSATION VEHICLES
BancFirst's total compensation program historically consisted solely of
cash compensation. In 1997, the Board of Directors adopted an equity-based
compensation system, which was approved by the shareholders in 1998. BancFirst
believes that having such a compensation program allows BancFirst to attract and
retain key employees and permits it to provide useful products and services to
its customers, enhance shareholder value, encourage innovation, foster teamwork
and adequately reward employees.
SALARY. The Named Officers of BancFirst, other than Mr. Fields, receive
no compensation from BancFirst, but are paid by First National for services
rendered in their capacities as executive officers of First National. Generally,
the Compensation Committee reviews and recommends to the Board of Directors the
compensation of the chief executive officer, consisting of base salary, bonus
and any equity-based compensation. The chief executive officer of First National
establishes the salary and bonus levels of the other executive officers within
that organization. The executive compensation levels were 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.
BONUS. The Named Officers of BancFirst, other than Mr. Fields, are paid
by First National for services rendered in their capacities as executive
officers of the respective subsidiary. The bonus levels for the named officers,
other than Mr. Fields, were determined by the Board of Directors, based on a
subjective performance review of such officer and the performance of his or her
area of responsibility.
For 1998, the Compensation Committee set forth criteria for the 1998
bonus plan for Mr. Fields. To be eligible to receive bonus payments under the
plan, BancFirst was required to meet certain enumerated specifications. Under
such plan, Mr. Fields would receive a bonus for achievement by BancFirst of
certain targeted performance levels related to earnings, return on assets and
return on equity. For achievement of budgeted after-tax net income per share,
Mr. Fields would be paid 22.5% of his base salary. For achievement of less than
100% of the budget but at least 95% of the budget, Mr. Fields would be paid
11.25% of his base salary. For achievement of budget plus each $0.10 per share
increment, Mr. Fields would be paid an additional 5% of his base salary.
For achievement of budgeted return on average assets, Mr. Fields would
be paid 3.75% of his base salary. For achievement of less than 100% of budget,
but at least 95%, Mr. Fields would be paid 2% of his base salary. For
achievement of budget plus an additional .20%, Mr. Fields would be paid 5% of
his base salary.
Finally, for achievement of budgeted return on equity, Mr. Fields would
be paid 11.25% of his base salary. For achievement of less than 100% of budget,
but at least 95% of budget, Mr. Fields would be paid 6% of his base salary. For
achievement of budget plus .50%, Mr. Fields would be paid 15% of his base
salary.
The plan also provides for a reduction in any earned bonus if certain
enumerated adverse events occurred during 1998.
BONUS SHARES PROGRAM. The Compensation Committee believes that as
employees own more shares of BancFirst, they will incorporate the views of the
shareholder into their daily work activities. Thus, all employees who are
eligible to receive an annual bonus in excess of $1,000 will be required to
receive a minimum of 10% of that annual bonus in stock. The employee may then
elect to receive up to an additional 40% of the annual bonus in stock. If the
employee holds these shares for five years, BancFirst will issue 1/2 share for
each share held for this period. The Compensation Committee believes that the
matching shares provided to the employee after the holding period provide a
reward for holding the stock and growing its value.
STOCK INCENTIVE AWARDS. The purpose of this program is to provide
additional incentives to employees to work to maximize shareholder value.
BancFirst also recognizes that a stock incentive program is a necessary element
of a competitive compensation package for its employees. The program utilizes
vesting periods to encourage its employees to continue in the employ of
BancFirst and thereby acts as a retention device. BancFirst believes that the
program encourages employees to maintain a long-term perspective.
The stock incentive plan provides a 7% escalation in the exercise price
over the first four years after the award and during the vesting period. The
value to the executive officer is created over the holding period when the stock
price escalates in value, compared with the exercise price to which he or she is
entitled. In determining the size of an option award for an executive officer,
the Compensation Committee's primary considerations are the "grant value" of the
award and the performance of the officer measured against the salary performance
criteria
16
<PAGE> 21
described above in determining salary. To determine the grant value guidelines
for option awards, BancFirst surveys the same group of companies that are
surveyed for salary purposes. BancFirst compares an option's market value,
determined by assuming an annual increase in the market value of the underlying
shares of Common Stock during the term of the option, to the cash component of
compensation for a given executive position.
Based upon a survey of the cash and equity components of compensation
for comparable positions in the market, BancFirst has determined that its
compensation goals for 1998 were to provide approximately 50% of the targeted
compensation in the form of salary, approximately 25% of the compensation in the
form of bonus, and approximately 25% of the compensation in the form of stock
options. BancFirst will determine the percentage make-up of the total targeted
compensation package annually.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Fields has been President and Chief Executive Officer of BancFirst
since April 1996. The Compensation Committee employed the factors and policies
described above in determining Mr. Fields' fiscal 1998 total compensation. The
financial performance of BancFirst for 1998 did not meet the criteria required
for the payment of a bonus to Mr. Fields. The Compensation Committee did,
however, grant a $10,000 bonus to Mr. Fields in recognition of the overall
progress of BancFirst in the ongoing consolidation process.
In determining Mr. Fields' stock incentive awards, BancFirst followed
the same policy described above for other executive officers. Stock options are
granted to encourage and facilitate stock ownership by the executive officers
and to strengthen both their personal commitment to BancFirst and a longer term
perspective on their managerial responsibilities.
In December 1998, the Compensation Committee granted Mr. Fields options
to purchase 10,333 shares. The options vest over a period of four years. A total
of 25% of the options are exercisable at $30.00 per share (equal to the fair
market value of BancFirst's common stock on the date of grant), 25% of the
options are exercisable at a price of $32.00 per share, 25% of the options are
exercisable at a price of $34.00 per share and 25% of the options are
exercisable at a price of $36.00 per share. In granting the options to Mr.
Fields, the Compensation Committee reviewed the grant value guidelines described
above, evaluated his performance against performance criteria described above
and considered competitive data showing total direct compensation for Mr. Fields
and comparable chief executive officers of other mid-western high-performing
financial service organizations.
During 1998, no recommendation of the Compensation Committee regarding
the Chief Executive Officer's compensation or any determination regarding
executive compensation was in any material way modified or rejected by the Board
of Directors.
Milman H. Linn, III
James L. Nichols
Karl C. Saunders
John W. Straker, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, Messrs. Linn, Nichols, Saunders, and Straker served as
members of the Compensation Committee of BancFirst's Board of Directors. The
Compensation Committee determined the compensation level of the Chief Executive
Officer. Mr. Fields, Chief Executive Officer of BancFirst, determined the
compensation levels of each of the other executive officers of BancFirst.
17
<PAGE> 22
STOCK 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 BancFirst'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 BancFirst'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
Assumes that the value of the investment in BancFirst Ohio
Corp. Stock and each index was $100 at December 31, 1993 and
that all dividends were reinvested.
<TABLE>
<CAPTION>
PLOT POINTS
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BancFirst 100 103.68 138.59 145.36 229.90 293.33
Nasdaq Stocks 100 97.75 138.26 170.01 208.58 293.21
Nasdaq Bank Stocks 100 99.64 148.38 195.91 328.02 324.90
</TABLE>
18
<PAGE> 23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Several directors of BancFirst are affiliated with entities engaged in
various levels of business activity with First National. These and other
transactions of First National 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 transactions with
other persons; and (iii) such that they did not or do not involve more than the
normal risk of collectibility or present other unfavorable features.
ADDITIONAL QUESTIONS AND INFORMATION REGARDING
THE ANNUAL MEETING AND SHAREHOLDER PROPOSALS
Q: WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING?
A: Other than the two proposals described in this proxy statement, we do not
expect any matters to be presented for a vote at the annual meeting. If you
grant a proxy, the persons named as proxy holders, Edward N. Cohn and James
H. Nicholson, will have the discretion to vote your shares on any additional
matters properly presented for a vote at the meeting. If for any unforeseen
reason any of our nominees is not available as a candidate for director, the
persons named as proxy holders will vote your proxy for such other candidate
or candidates as may be nominated by the Board of Directors.
Q: WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED?
A: Each share of our common stock outstanding as of the close of business on
March 1, 1999, the record date, is entitled to one vote at the annual
meeting. On the record date, we had approximately 8,080,467 shares of common
stock issued and 7,870,948 shares outstanding.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?
A: The quorum requirement for holding the meeting and transacting business is a
majority of the outstanding shares entitled to be voted. The shares may be
present in person or represented by proxy at the meeting. Both abstentions
and broker non-votes are counted as present for the purpose of determining
the presence of a quorum. Generally, broker non-votes occur when shares held
by a broker for a beneficial owner are not voted with respect to a particular
proposal because (1) the broker has not received voting instructions from the
beneficial owner and (2) the broker lacks discretionary voting power to vote
such shares.
Q: WHO WILL COUNT THE VOTE?
A: A representative of ChaseMellon, BancFirst's transfer agent, will tabulate
the votes and act as the inspector of election.
Q: IS MY VOTE CONFIDENTIAL?
A: Proxy instructions, ballots and voting tabulations that identify individual
shareholders are handled in a manner that protects your voting privacy. Your
vote will not be disclosed either within BancFirst or to third parties except
(1) as necessary to meet applicable legal requirements, (2) to allow for the
tabulation of votes and certification of the vote, or (3) to facilitate a
successful proxy solicitation by our Board. Occasionally, shareholders
provide written comments on their proxy card which are then forwarded to
BancFirst management.
Q: WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING?
A: BancFirst will pay the entire cost of preparing, assembling, printing,
mailing and distributing these proxy materials. In addition to the mailing of
these proxy materials, the solicitation of proxies or votes may be made in
person, by telephone or by electronic communication by our directors,
officers, and employees, who will not receive any additional compensation for
such solicitation activities. We will reimburse brokerage houses and other
custodians,
<PAGE> 24
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to shareholders.
Q: MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF
SHAREHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?
A: You may submit proposals for consideration at future shareholder meetings,
including director nominations.
SHAREHOLDER PROPOSALS: In order for a shareholder proposal to be considered
for inclusion in BancFirst's proxy statement for next year's annual meeting,
the written proposal must be received by BancFirst no later than December 24,
1999. Such proposals also will need to comply with Securities and Exchange
Commission regulations regarding the inclusion of shareholder proposals in
company sponsored proxy materials. Similarly, in order for a shareholder
proposal to be raised from the floor during next year's annual meeting,
written notice must be received by BancFirst no later than February 16, 2000.
NOMINATION OF DIRECTOR CANDIDATES: You may propose director candidates for
consideration by our Board. In addition, our Code of Regulations permit
shareholders to nominate directors at a shareholder meeting. In order to make
a director nomination at a shareholder meeting it is necessary that you
notify BancFirst not fewer than 15 days (and not more than 50 days) in
advance of the annual meeting of shareholders. In addition, the notice must
meet all other requirements contained in our Code of Regulations.
COPY OF CODE OF REGULATIONS PROVISIONS: You may contact the BancFirst
Corporate Secretary at our Company headquarters for a copy of the relevant
Code of Regulations provisions regarding the requirements for making
shareholder proposals and nominating director candidates.
By Order of the Board of Directors
William F. Randles
Chairman of the Board
March 17, 1999
20
<PAGE> 25
PROXY
BANCFIRST OHIO CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1999
The undersigned hereby appoints Edward N. Cohn and James H. Nicholson, and
each of them, with full power of substitution, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of BancFirst Ohio Corp. (the
"Company") and any adjournments or postponements thereof (the "Meeting") and to
vote all common shares the undersigned would be entitled to vote at the Meeting
as indicated upon all matters referred to herein and in their discretion upon
any other matters which may properly come before the Meeting.
Continued and to be dated and signed on reverse side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 26
<TABLE>
<S> <C> <C> <C>
PLEASE MARK YOUR
VOTES AS INDICATED [X]
IN THIS EXAMPLE
1. ELECTION OF DIRECTORS:
FOR WITHHOLD Class III Directors: Milman H. Lian, III, 2. TO RATIFY THE APPOINTMENT OF
all nominees AUTHORITY John W. Straker, Jr. PRICEWATERHOUSECOOPERS, L.L.P. AS
listed to the to vote for INDEPENDENT AUDITORS FOR THE FISCAL YEAR
right (except all nominees INSTRUCTION: To withhold authority for any ENDING DECEMBER 31, 1999.
as marked to listed to individual nominee, strike a line through
the contrary) the right such individual's name above. FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY 4. I PLAN TO ATTEND THE ANNUAL
COME BEFORE THE MEETING. MEETING IN PERSON.
[ ]
The shares represented by this Proxy will be
voted as directed. If no direction is indicated,
the shares will be voted "FOR" the nominees
listed above and "FOR" proposal 2 and in the
discretion of the Proxies for any other matter
that may properly come before the Meeting.
If the shares are issued in the name of two or
more persons, each person should sign the Proxy.
If the shares are issued in the name of a
corporation or partnership, please sign in the
corporate name, by president or other authorized
officer, or in the partnership name, by an
authorized person. Please sign exactly as your
name appears and return this Proxy promptly in
the accompanying postage-paid envelope. When
signing as Attorney, Executor, Administrator,
Trustee, Guardian or in any other representative
capacity, please give your full title as such.
Signature
Signature _______________________ Title ______________ if held jointly ______________________________ Date _____________, 1999
PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY
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</TABLE>
