<PAGE> 1
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SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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
[LOGO]
BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
To our Stockholders: March 17, 2000
I am pleased to invite you to attend the annual meeting of shareholders
of BancFirst Ohio Corp. to be held on Thursday, April 20, 2000, at 10:00 a.m. at
The First National Bank of Zanesville Technology and Training Center, 113 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
2000 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
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?........................................................5
Section 16(a) Beneficial Ownership Reporting
Compliance......................................................7
BOARD STRUCTURE AND COMPENSATION..............................................7
The Audit Committee.............................................7
Compensation Committee..........................................8
Strategic Planning Committee....................................8
DIRECTOR COMPENSATION ARRANGEMENTS............................................8
PROPOSAL NO. 1- ELECTION OF DIRECTORS.........................................9
Directors Standing for Election.................................9
Directors Continuing in Office.................................10
PROPOSAL NO. 2 - RATIFICATION OF INDEPENDENT ACCOUNTANTS.....................11
EXECUTIVE OFFICERS...........................................................12
<PAGE> 4
EXECUTIVE COMPENSATION.......................................................14
Summary Compensation Table.....................................14
Option Grants in Last Fiscal Year..............................15
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values..............................16
REPORT OF THE COMPENSATION COMMITTEE.........................................16
Compensation Philosophy........................................16
Compensation Vehicles..........................................17
Chief Executive Officer Compensation...........................18
Compensation Committee Interlocks and Insider
Participation..................................................18
STOCK PERFORMANCE GRAPH......................................................19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............................20
ADDITIONAL QUESTIONS AND INFORMATION REGARDING THE ANNUAL MEETING
AND SHAREHOLDER PROPOSALS..................................................20
Q: What happens if additional proposals are presented
at the meeting?...................................20
Q: What class of shares are entitled to be voted?....................20
Q: What is the quorum requirement for the meeting?...................20
Q: Who will count the vote?..........................................20
Q: Is my vote confidential?..........................................20
Q: Who will bear the cost of soliciting votes for the meeting?.......20
Q: May I propose actions for consideration at next year's
annual meeting of shareholders or nominate individuals
to serve as directors? ...........................................21
ii
<PAGE> 5
BANCFIRST OHIO CORP.
422 MAIN STREET
ZANESVILLE, OHIO 43701
(740) 452-8444
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
<TABLE>
<S> <C>
TIME 10:00 a.m. on Thursday, April 20, 2000
PLACE The First National Bank of Zanesville Technology
and Training Center
113 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 Wednesday, March 1, 2000.
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
</TABLE>
This proxy statement and accompanying proxy card are being distributed on or
about March 17, 2000.
<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 20, 2000. 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 1999 Summary Annual Report, and our 1999 Annual Report to
Shareholders and Form 10-K for the Year Ended December 31, 1999, 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, 2000, 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 four 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 20. 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 2000.
Additional Q&A information regarding the annual meeting and shareholder
proposals may be found on pages 20 and 21 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 nine 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 and Cincinnati, Ohio; Detroit, Michigan; Louisville,
Kentucky; and Indianapolis, Indiana. BancFirst offers complete trust services
through First Financial Services Group, N.A., a subsidiary of First National,
and financial planning services through Chornyak & Associates, Inc., also a
subsidiary of First National.
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
EDWARD N. COHN, Executive Vice President and Chief Operating Officer
of The First National Bank of Zanesville
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life,
President, The Forker Company
GARY N. FIELDS, President and CEO, BancFirst Ohio Corp.
SUSAN S. HENDERSON, Associate 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 L. NICHOLS, Treasurer, The Ohio State University
JAMES H. NICHOLSON, President and CEO of The First National Bank of Zanesville
JUDITH B. PIERCE, Retired Regional Manager, Adelphia Communications Corp.
KARL C. SAUNDERS, M.D., MBA, F.A.C.S., President and CEO of
Saunix Management, Ltd., Orthopaedic Surgeon, Orthopaedic Associates of
Zanesville, Inc.
WILLIAM T. STEWART, PHD, PE, President, Stewart Glapat Corp.
JOHN W. STRAKER, JR., President, Oxford Oil Company
LYNN H. WILLETT, PHD, President, Muskingum Area Technical College
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
ROBERT M. BUTLER, President and CEO, First Financial Services Group, N.A.
FRANK J. DOSCH, CLU, CHFC, District Agent, Northwestern Mutual Life,
President, The Forker Company
SUSAN S. HENDERSON, Associate Professor, Muskingum Area Technical College
JAMES M. MATESICH, CEO - Operations and Administration, Matesich
Distributing Co.
JAMES H. NICHOLSON, President and CEO, The First National Bank of Zanesville
CHORNYAK & ASSOCIATES, INC.
- ---------------------------
(Subsidiary of The First National Bank of Zanesville)
JOSEPH A. CHORNYAK, CFP, President, Chornyak & Associates, Inc.
GARY N. FIELDS, President and CEO, BancFirst Ohio Corp.
JAMES L. NICHOLS, Treasurer, The Ohio State University
JAMES H. NICHOLSON, President and CEO, The First National Bank of Zanesville
JOHN W. STRAKER, JR., President, Oxford Oil Company
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, 2000.
- --------------------------------------------------------------------------------
<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., 943,121(2) 12.49%
Trustee
422 South Main Street
Zanesville, OH 43702-2668
J.W. Straker, Sr. 480,268 6.36%
3606 Maple Avenue
Zanesville, OH 43701
- --------------------------------------------------------------------------------
</TABLE>
(1) Percentages based upon 7,551,576 shares of Common Stock outstanding.
(2) Of these shares, First Financial Services Group, N.A. ("FFSG") has no
investment power in 236,752 shares and sole voting power in 274,514 shares.
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, 2000.
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,
2000 (60 days after the record date of March 1, 2000) 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.
5
<PAGE> 10
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
NAME AMOUNT AND PERCENT OF
NATURE OF SHARES
BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
------------------------ ---------------
<S> <C> <C> <C>
Philip E. Burke.................. 12,929 Direct *
5,050 Indirect
Gary N. Fields................... 10,300 Direct *
7,804 Indirect (3)
6,783 Vested Options
Milman H. Linn, III.............. 131,524 Direct 2.63%
66,804 Indirect (3)
James L. Nichols................. 15,062 Direct *
James H. Nicholson............... 3,603 Direct *
12,164 Indirect (3)
6,880 Vested Options
William F. Randles............... 25,106 Direct *
3,570 Indirect (3)
Karl C. Saunders................. 22,109 Direct *
3,220 Indirect (3)
William T. Stewart............... 33,217 Direct *
John W. Straker, Jr.............. 19,711 Direct 6.09%
439,977 Indirect (4)
Edward N. Cohn................... 4, 336 Direct *
17,619 Indirect (3)
4,750 Vested Options
Joseph M. Arie................... 246 Direct *
7,141 Indirect (3)
3,315 Vested Options
Kim M. Taylor.................... 6,158 Direct *
5,164 Indirect (3)
2,055 Vested Options
All current directors and 289,958 Direct 11.98%
executive officers as a 586,433 Indirect
group (18) persons............ 28,352 Vested Options
- -----------------------------------------------------------------------------------
</TABLE>
* Represents less than 1% of the Company's outstanding common stock.
(1) "Vested Options" are stock options which may be exercised as of April 30,
2000.
(2) Percentages are based upon 7,551,576 shares of common stock outstanding on
March 1, 2000.
(3) These shares are held of record by FFSG.
(4) Of these shares, 1,920 are held of record by FFSG and 459,688 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 1999, its officers, directors and 10% shareholders complied with all
Section 16(a) filing requirements, except two late reports were filed by
Directors of The First National Bank of Zanesville (Mr. Matesich, one
transaction for the purchase of 954 shares of BancFirst Common Stock; and Mrs.
Henderson for the purchase of a total of 4,000 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 nine directors and the following 3 committees:
(1) Audit, (2) Compensation, (3) Strategic Planning. The membership during
fiscal 1999 and the function of each committee are described below. During 1999,
the Board held 12 meetings. Each director attended at least 75% of all Board and
applicable committee meetings.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
STRATEGIC
NAME OF DIRECTOR AUDIT COMPENSATION PLANNING
----------------------- ----- ------------ ---------
<S> <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
William T. Stewart................. X
John W. Straker, Jr................ X * X
Employee Directors:
Gary N. Fields..................... X
James H. Nicholson.................
Number of Meetings in Fiscal 1999.. 12 1 1
--------------------------------------------------------------------------
</TABLE>
X = Committee member; * = Chair
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.
7
<PAGE> 12
COMPENSATION COMMITTEE
The Compensation Committee is responsible for making recommendations to
the Board regarding salaries and bonuses to be paid to executive officers.
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. The Committee oversees merger and acquisition
activities in accordance with corporate policy, reviews preliminary analyses and
makes recommendations to the Board.
DIRECTOR COMPENSATION ARRANGEMENTS
The following table provides information on BancFirst's compensation
and reimbursement practices during 1999 for non-employee directors as well as
the range of compensation paid to non-employee directors who served the entire
year. Gary N. Fields and James H. Nicholson are employees and therefore do not
receive any compensation for their Board activities. We have included
information with respect to compensation practices of our subsidiary as well.
COMPENSATION TABLE
FOR 1999
<TABLE>
- ----------------------------------------------------------------------------------------------
<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) $500
Committee Meeting Attendance Fees (per meeting) (BancFirst) $250 (1)
Committee Meeting Attendance Fees (per meeting) (First National) $250
Reimbursement for Expenses Attendant to Board Membership Yes
Range of Total Cash Compensation Paid to BancFirst Directors (for the year) $8,500 - $28,500
- ----------------------------------------------------------------------------------------------
</TABLE>
- ---------------------
(1) Directors receive no compensation for meetings of the Compensation
Committee.
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.
The current three-year term of office of Directors in Class I expires
at the 2000 Annual Meeting. The Board of Directors proposes that the nominees
described below, all of whom are currently serving as Class I Directors, be
elected to Class I for a new term of three years and until their successors are
duly elected and qualified. In addition, the Board of Directors proposes that
the nominee described below, who is currently serving as a Class III Director,
be elected to Class III for a term of two years and until his successor is 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.
DIRECTORS STANDING FOR ELECTION
CLASS I DIRECTORS:
JAMES H. NICHOLSON Mr. Nicholson has served as Vice President
Appointed Director in 2000 of BancFirst since September 1996,
Age 37 Corporate Secretary since April 1991 and
served as Treasurer from April 1991 to
September 1996. He was appointed a Director
of BancFirst in January 2000, Mr. Nicholson
has served as President and Chief Executive
Officer and Director of First National since
February 1997. He 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.
WILLIAM F. RANDLES Mr. Randles has served as a Director of
Director since 1990 First National since 1984 and a Director of
Age 66 BancFirst since 1990. Since January 1996,
Mr. 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., Dr. Saunders has served as a Director of
MBA, F.A.C.S. First National since 1989 and a Director of
Director since 1990 BancFirst since 1990. Dr. Saunders is
Age 48 President and CEO of Saunix Management, Ltd.
and is also an Orthopaedic Surgeon with
Orthopaedic Associates of Zanesville, Inc.
9
<PAGE> 14
CLASS III DIRECTOR:
WILLIAM T. STEWART, PH.D., P.E. William T. Stewart was appointed a Director
Appointed Director in 2000 of BancFirst in January 2000. He previously
Age 52 served on the Company Board from 1991 to
1996. He has served as a Director of First
National since 1991. Dr. Stewart is
President and Chief Operating Officer of
Stewart Glapat Corp., first elected to that
position in June 1985.
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS:
The following Class II Directors were elected at BancFirst's 1998
Annual Meeting for terms ending in 2001:
PHILIP E. BURKE Mr. Burke has served as a Director of
Director since 1996 BancFirst since 1996. He has served as a
Age 62 consultant and Director of Burke Products,
Inc. since 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
Director since 1997 Executive Officer of BancFirst since April
Age 59 1996 and was appointed a Director of
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
Director since 1997 BancFirst since September 1996 and also
Age 56 serves as a Director of First National. Mr
Nichols has served as the Treasurer of The
Ohio State University since 1981.
CLASS III DIRECTORS:
The following Class III Directors were elected at BancFirst's 1999
Annual Meeting for terms ending in 2002:
MILMAN H. LINN, III Mr. Linn has served as a Director of First
Director since 1990 National since 1981 and a Director of
Age 69 BancFirst since 1990. Mr. Linn serves as
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
Director since 1993 First National and BancFirst in 1993. Since
Age 44 1984, Mr. Straker has served as President of
Oxford Oil Company.
10
<PAGE> 15
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,
2000. During 1999, 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 2000. If the appointment is not ratified, our Board will select
other independent accountants.
11
<PAGE> 16
EXECUTIVE OFFICERS
The following table provides information regarding each of BancFirst's
executive officers. All officers are elected by the Board of Directors to serve
one year terms.
NAME AGE POSITION
- ---- --- --------
Gary N. Fields 59 President, Chief Executive Officer
and Director of BancFirst; Director
of First National
James H. Nicholson 37 Vice President and Secretary of
BancFirst and Director of BancFirst;
President, Chief Executive Officer
and Director of First National
Edward N. Cohn (1) 41 Vice President of BancFirst;
Executive Vice President and Chief
Operating Officer and Director of
First National
Kim M. Taylor (2) 44 Treasurer and Chief Financial
Officer of BancFirst; Senior Vice
President and Chief Financial
Officer of First National
Robert M. Butler (3) 53 Senior Vice President of First
National; President and Chief
Executive Officer of FFSG, NA
Joseph M. Arie (4) 42 Senior Vice President of First
National
Gary L. McGlaughlin (5) 50 Senior Vice President of First
National
Thomas J. Selock (6) 47 Senior Vice President of First
National
Dennis K. Miller (7) 52 Senior Vice President of First
National
Susan M. Larson (8) 35 Vice President of First National
- ---------------------
12
<PAGE> 17
(1) Edward N. Cohn has served as Vice President of BancFirst since September
1996. He served as Executive Vice President, Chief Operating Officer,
Columbus 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.
(2) 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.
(3) 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.
(4) 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.
(5) Gary L. McGlaughlin has served as Senior Vice President and Senior
Commercial Credit Officer 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.
(6) 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 from November 1997 to
May 1998. From September 1991, he served as Vice President of Commercial
Lending for Bank One Cambridge, N.A.
(7) Dennis K. Miller, Sr., CBA, CFSA, has served as Senior Vice President and
Senior Operations Officer of First National since February 1999. From
November 1997 to February 1999, he served as Director of Audit for
BancFirst. Prior to November 1997, Mr. Miller was Senior Vice President
and Chief Operations Officer of PremierBank and Trust in Elyria, Ohio.
(8) Susan M. Larson has served as Vice President and Director of Human
Resources of First National since March 1999. She served as Employment
Specialist of First National from March 1998 to March 1999. Ms. Larson
served as Staffing Leader at Colgate-Palmolive Company, Cambridge, Ohio,
from 1996 to 1998 and as Training Leader from 1990 to 1996.
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<PAGE> 18
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, 1999, as well as their compensation for
the fiscal years ending December 31, 1998 and 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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>
Gary N. Fields 1999 168,000 54,600 -- 54,600 7,100 17,524(4)
Chief Executive Officer 1998 165,923 9,000 -- 1,000 10,333 18,100
of BancFirst 1997 155,712 28,875 -- 28,875 4,200 21,770
James H. Nicholson 1999 162,750 52,894 -- 52,894 6,900 15,760(4)
President of First 1998 160,000 10,500 -- 10,500 10,000 15,796
National 1997 129,245 40,000 -- 40,000 4,380 19,793
Edward N. Cohn 1999 160,000 52,000 -- 52,000 6,800 9,486(4)
Executive Vice President 1998 182,692 0 -- 0 9,000 9,612
of First National 1997 200,000 17,630 -- 17,630 2,500 9,080
Joseph M. Arie 1999 110,000 32,500 -- 32,500 3,400 12,454(4)
Senior Vice President 1998 103,462 12,500 -- 12,500 4,500 15,619
of First National 1997 116,693 26,035 -- 26,035 2,190 17,313
Kim M. Taylor 1999 110,000 21,125 -- 21,125 2,800 7,054(4)
Chief Financial Officer 1998 114,231 5,500 -- 5,500 3,218 9,177
of BancFirst 1997 113,937 15,000 -- 15,000 1,250 8,664
</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) Represents dollar value of term life insurance premiums paid by BancFirst
on behalf of Messrs. Fields ($2,124), Nicholson ($360), Cohn ($486), Arie
($454) and Taylor ($454) and BancFirst contributions to defined
contribution plans on behalf of Messrs. Fields ($15,400), Nicholson
($15,400), Cohn ($9,000), Arie ($12,000) and Taylor ($6,600).
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<PAGE> 19
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in 1999 to
each of the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Options Granted to Exercise Price Expiration Market Value Grant Date
NAME Granted(2) Employees in ($/Share)(4) Date on Grant Date Present
- ----------------- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. Fields 7,100 7.79% $24.00-$27.00 12/13/19 $24.00 $58,788
James H. Nicholson 6,900 7.57% $24.00-$27.00 12/1319 $24.00 $57,132
Edward N. Cohn 6,800 7.46% $24.00-$27.00 12/13/19 $24.00 $56,304
Joseph M. Arie 3,400 3.73% $24.00-$27.00 12/13/19 $24.00 $28,152
Kim M. Taylor 2,800 3.07% $24.00-$27.00 12/13/19 $24.00 $23,184
</TABLE>
- --------------------
(1) No stock appreciation rights were granted to executive officers in 1999.
(2) The options granted in 1999 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 91,100 shares to
employees in 1999.
(4) For each of the named executive officers, the exercise price for 25% of
the options granted is $24.00, for 25% of the options granted is $25.00,
for 25% of the options granted is $26.00 and for 25% of the options
granted is $27.00.
(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 6.18%; annual dividend yield of 3.07%; and volatility
of 30.39%.
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<PAGE> 20
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides information on option exercises in 1999 by
each of the named executive officers and the values of each of such officer's
unexercised options at December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-MONEY
UNDERLYING OPTIONS AT
UNEXERCISED OPTIONS AT DECEMBER 31, 1999(1)
DECEMBER 31, 1999 --------------------------------
-----------------------
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 6,783 19,050 -0- -0-
James H. Nicholson 0 $0 6,880 18,780 -0- -0-
Edward N. Cohn 0 $0 4,750 16,050 -0- -0-
Joseph M. Arie 0 $0 3,315 8,965 -0- -0-
Kim M. Taylor 0 $0 2,055 6,463 -0- -0-
</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,
1999 of $23.00.
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
16
<PAGE> 21
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 1999, the Compensation Committee set forth criteria for the 1999
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 25% 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 15%
of his base salary. For achievement of less than 95% of budget but at least 90%
of budget, Mr. Fields would be paid 10% of his base salary. For achievement of
budget plus each $0.05 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 4.0% of his base salary. For achievement of less than 100% of budget,
but at least 95%, Mr. Fields would be paid 3% of his base salary. For
achievement of less than 95% of budget, but at least 90% of budget, Mr. Fields
would be paid 1% 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 21% of his base salary. For achievement of less than 100% of budget, but
at least 95% of budget, Mr. Fields would be paid 10% of his base salary. For
achievement of less than 95% of budget, but at least 90% of budget, Mr. Fields
would be paid 5% 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 1999.
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
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<PAGE> 22
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 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 1999 total compensation. The
Compensation Committee reviewed the bonus guidelines as set forth for Mr.
Fields' 1999 bonus plan described above and reviewed the 1999 financial
performance of BancFirst. Mr. Fields received a $109,200 bonus based on
BancFirst achieving certain targeted performance levels related to earnings,
return on assets and return on equity.
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 1999, the Compensation Committee granted Mr. Fields options
to purchase 7,100 shares. The options vest over a period of four years. A total
of 25% of the options are exercisable at $24.00 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 $25.00 per share, 25% of the options are
exercisable at a price of $26.00 per share and 25% of the options are
exercisable at a price of $27.00 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 1999, 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 1999, 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.
18
<PAGE> 23
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.
PLOT POINTS
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
BancFirst 100 133.68 140.21 221.74 282.91 219.40
Nasdaq Stocks 100 139.92 171.69 208.83 291.60 541.16
Nasdaq Bank Stocks 100 144.81 182.69 298.85 263.68 242.59
19
<PAGE> 24
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, 2000, the record date, is entitled to one vote at the annual
meeting. On the record date, we had approximately 8,180,033 shares of
common stock issued and 7,551,576 shares outstanding.
Q: WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?
A: Under Ohio law and our charter documents, a quorum is established by the
presence of any shares at the meeting. 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,
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<PAGE> 25
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 20, 2000. 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 20, 2001.
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, 2000
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<PAGE> 26
- --------------------------------------------------------------------------------
Please mark
your vote as
indicated in
this example [X]
1. ELECTION OF DIRECTORS:
FOR WITHHOLD
all nominees AUTHORITY
listed to the to vote for
right (except all nominees
as marked to listed to
the contrary) the right
[ ] [ ]
Class I Directors: James H. Nicholson, William F. Randles, Karl C. Saunders
Class III Director: William T. Stewart
INSTRUCTION: To withhold authority for any individual nominee, strike line
through such individual's name above.
2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS, L.L.P. AS INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
4. I PLAN TO ATTEND THE ANNUAL 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 Title
---------------------------------- ------------------------------
Signature
if held jointly Date , 2000
--------------------------------- -------------
PLEASE DATE, SIGN AND MAIL YOUR PROXY PROMPTLY
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<PAGE> 27
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PROXY
BANCFIRST OHIO CORP.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 20, 2000
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)
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