<PAGE> 1
SCHEDULE 14A (Rule 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CROGHAN BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
CROGHAN BANCSHARES, INC.
323 CROGHAN STREET
FREMONT, OHIO 43420
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 13, 1997
Notice is hereby given that the Annual Meeting of Shareholders
of Croghan Bancshares, Inc., an Ohio corporation, will be held at the main
office of The Croghan Colonial Bank, 323 Croghan Street, Fremont, Ohio on May
13, 1997 at 1:00 p.m. local time for the following purposes:
1. To set the number of Directors at twelve and to elect
Directors to serve until the next annual meeting of shareholders and
until their successors are elected and qualified;
2. To amend the Amended Articles of Incorporation of the
Corporation to eliminate the preemptive right of shareholders to
subscribe to issuances of Common Stock; and
3. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
Your attention is directed to the Proxy Statement accompanying
this Notice for a more complete description of the matters to be acted upon at
the Meeting. The 1996 Annual Report of the Corporation is also enclosed.
Shareholders of record at the close of business on March 21, 1997 are entitled
to receive notice of and to vote at the Meeting and any adjournment thereof.
All shareholders are cordially invited to attend the Meeting.
Whether or not you expect to attend, please complete, sign, date and return the
enclosed proxy form promptly in the envelope provided to assure the presence of
a quorum. You may revoke your proxy and vote in person at the Meeting if you
desire.
By order of the Board of Directors
----------------------------------
Thomas F. Hite, President
and Chief Executive Officer
Fremont, Ohio
March 28, 1997
<PAGE> 3
CROGHAN BANCSHARES, INC.
PROXY STATEMENT
Dated March 28, 1997
For Annual Meeting of Shareholders
to be Held Tuesday, May 13, 1997
This Proxy Statement is furnished by the Board of Directors and
Management of Croghan Bancshares, Inc. (the "Corporation") in connection with
the solicitation of proxies to be voted at the Corporation's 1997 Annual Meeting
of Shareholders, which will be held at 1:00 p.m. on Tuesday, May 13, 1997 at the
main office of The Croghan Colonial Bank (the "Bank"), 323 Croghan Street,
Fremont, Ohio 43420 (the "Meeting").
Any proxy delivered pursuant to this solicitation may be revoked, at
the option of the person executing the proxy, at any time before it is exercised
by delivering a signed revocation to the Corporation, by submitting a
later-dated proxy, or by attending the Meeting in person and casting a ballot.
If proxies are signed and returned without voting instructions, the shares
represented by the proxies will be voted as recommended by the Board of
Directors.
The cost of soliciting proxies will be borne by the Corporation. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Corporation. The Corporation does not
expect to pay any compensation for the solicitation of proxies, but may
reimburse brokers and other persons holding stock in their names, or in the
names of nominees, for their expense in sending proxy materials to their
principals and obtaining their proxies. The approximate date on which this Proxy
Statement and enclosed form of proxy has been first mailed to shareholders is
March 28, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on March 21, 1997 has been designated as the
record date for the determination of shareholders entitled to receive notice of
and to vote at the Meeting. As of that date, 634,526 shares of the Corporation's
Common Stock, par value $12.50 per share, were issued and outstanding. Each
shareholder will be entitled to one vote for each share of Common Stock
registered in his or her name on the books of the Corporation at the close of
business on March 21, 1997 on all matters that come before the Meeting. Holders
of a majority of the shares of Common Stock outstanding on the record date must
be either present or represented by proxy at the Meeting to constitute a quorum
for the transaction of business. To the knowledge of Management, no person or
entity owns beneficially, directly or indirectly, 5% or more of the
Corporation's Common Stock as of the date hereof.
ELECTION OF DIRECTORS
The term of office of each current Director of the Corporation will
expire at the 1997 Annual Meeting. Directors are to be elected at the Meeting to
hold office until the next annual meeting and until their successors shall be
duly elected and qualified.
The Code of Regulations of the Corporation provides that the Board of
Directors shall consist of not less than five (5) nor more than twelve (12)
members who must be shareholders of the Corporation, with the number of
Directors within such range fixed or changed by the shareholders at a meeting
for the election of Directors. The Corporation's Code of Regulations provides
that the Directors may increase the number of Directors by no more than two (2)
and may appoint additional Directors to fill any such new Board seats, provided
that the total number of Directors may not exceed twelve (12). The number of
Directors has previously been fixed by the shareholders at ten (10) but was
increased to twelve (12) during 1996 by the Directors pursuant to the foregoing
authority.
Twelve (12) nominees are proposed this year for election as Directors,
and the Board recommends that the shareholders set the number of Directors at
twelve (12). The affirmative vote of holders of a majority of
<PAGE> 4
the shares represented in person or by proxy at the Meeting is necessary for
approval of this action. Abstentions will have the same effect as votes against
the proposal.
The following is the slate of the twelve (12) nominees proposed for
election as Directors together with their respective ages, occupations, and
amount and nature of beneficial ownership of shares of Common Stock as of
December 31, 1996. The Board of Directors and Management recommend that you vote
"FOR" the election of such nominees as Directors of the Corporation. Each
nominee contributes to the breadth of business experience represented on the
Board of Directors, and most have longstanding records of service to the
Corporation and the Bank as a Director. In the event any of the nominees should
be unable to serve, which is not anticipated, the proxy committee, which
consists of Directors Thomas Hite, Janet Burkett and Clemens Szymanowski, will
vote for such other person or persons for the office of Director as the Board of
Directors may recommend.
Shareholders may vote for up to twelve nominees and the twelve nominees
receiving the highest number of votes shall be elected as Directors.
Shareholders may not vote cumulatively in the election of Directors.
<TABLE>
<CAPTION>
=============================================================================================================================
Name of Director Nominee Age Principal Occupation Director Beneficial Percent
During Past Five Years Since Ownership of Class
(1) of Common
Stock (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JANET E. BURKETT 62 Secretary and Treasurer of Burkett 1991 1,705 .3%
Industries, Inc., an electrical
contracting firm located in Fremont,
Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
THOMAS F. HITE 57 President and Chief Executive Officer of 1987 2,052 (3) .3%
the Corporation and the Bank.
- -----------------------------------------------------------------------------------------------------------------------------
JOHN P. KELLER 63 Vice President of Keller-Ochs-Koch Funeral 1973 5,046 .8%
Home located in Fremont, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
STEPHEN A. KEMPER 57 President of Kemper Iron and Metal 1996 100 .1%
Company, a recycler and scrap processor
located in Bellevue, Ohio
- -----------------------------------------------------------------------------------------------------------------------------
DANIEL W. LEASE 48 President of Wahl Refractories, Inc., a 1994 300 .1%
refractory products manufacturer located
in Fremont, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
ROBERT H. MOYER 68 Chairman of Mosser Construction, Inc., a 1973 5,436 (4) .9%
commercial construction and contracting
company located in Fremont, Ohio, and a
director of Chemi-Trol Chemical Co.
located in Gibsonburg, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
ALBERT C. NICHOLS 78 Chairman of the Board of the Corporation 1964 8,000 (5) 1.3%
and the Bank.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
-2-
<PAGE> 5
<TABLE>
<CAPTION>
=============================================================================================================================
Name of Director Nominee Age Principal Occupation Director Beneficial Percent
During Past Five Years Since Ownership of Class
(1) of Common
Stock (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
K. BRIAN PUGH 57 President of Clyde Parts Company, an 1996 200 .1%
automotive parts distributor located in
Clyde, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
CLEMENS J. SZYMANOWSKI 78 Retired, formerly a principal with Tony's 1978 25,400 (6) 4.0%
Bakery in Fremont, Ohio, which has since
been acquired by Nickles Bakery.
- -----------------------------------------------------------------------------------------------------------------------------
J. TERRENCE WOLFE 56 Vice President in charge of the paper 1994 8,847 (7) 1.4%
converting operation of the Robert F.
Wolfe Co. located in Fremont, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
CLAUDE E. YOUNG 64 Chairman of the Board of Progress Plastic 1979 21,940 (8) 3.5%
Products, Inc., a plastics parts
manufacturer located in Bellevue, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
GARY L. ZIMMERMAN 50 Vice President and Co-Owner of 1991 280 .1%
Swint-Reineck Hardware, Inc., a hardware
store located in Fremont, Ohio.
- -----------------------------------------------------------------------------------------------------------------------------
All Directors and Executive -- -- -- 83,491 13.2%
Officers as a Group (19
Persons) (9)
=============================================================================================================================
<FN>
(1) Directorships were with the Bank alone until 1983 and with the Bank and the
Corporation since such date. During 1996, pursuant to the authority of the
Code of Regulations of the Corporation, the Board of Directors increased
the number of the Board by two and appointed Messrs. Kemper and Pugh as
Directors to fill these two vacancies.
(2) All shares are held of record with sole voting and investment power unless
otherwise indicated. Beneficial ownership numbers are as of December 31,
1996.
(3) Includes 310 shares owned by Mr. Hite's wife.
(4) Includes 2,024 shares owned by Mr. Moyer's wife in trust.
(5) Includes 2,000 shares owned by Mr. Nichols' wife.
(6) Includes 25,200 shares held in trust as co-trustee with Mr. Szymanowski's
wife.
(7) Includes 4,400 shares owned by Mr. Wolfe's wife.
(8) Includes 16,526 shares owned jointly by Mr. Young and his wife and 1,322
shares owned individually by his wife.
(9) Includes all executive officers of the Corporation and all executive
officers of the Bank.
</TABLE>
No family relationships exist between the Corporation's Directors,
nominees and executive officers, except that Janet E. Burkett, a current
Director, is an aunt by marriage to William C. Hensley, a Vice President of the
Bank. There are no arrangements or understandings between any Director or
nominee and any other person concerning service or nomination as a Director.
Each Director of the Corporation is also a Director of the Bank. The Board
of Directors of the Bank met sixteen (16) times during 1996. Meetings of the
Board of Directors of the Corporation were held immediately following on eight
(8) of these occasions. Each Director, except for Claude E. Young, attended at
least seventy-
-3-
<PAGE> 6
five percent (75%) of the total number of Board meetings and meetings of
committees on which he or she served. The Bank has standing audit and
compensation committees that function in lieu of audit and compensation
committees of the Corporation. The Audit Committee, which consists of Directors
Kemper, Lease, Young and Zimmerman, met nine (9) times during 1996. The Audit
Committee's primary responsibility is overseeing the activities of the internal
and external auditors for the Corporation and the Bank. The Compensation
Committee, which consists of Directors Keller, Moyer, and Young, met six (6)
times during 1996. The Compensation Committee's primary responsibility is to
review the annual compensation and benefits of the Chief Executive Officer and
other officers of the Corporation and the Bank and make recommendations to the
Board of Directors regarding annual increases and other appropriate changes.
Neither the Corporation nor the Bank has a standing nominating committee or a
committee performing a similar function.
During 1996, the Directors received Director's fees at the rate of $450
per Bank Board meeting attended and $150 per committee meeting attended. No
separate compensation is paid for meetings of the Corporation's Board of
Directors. Directors who are also officers of the Corporation or the Bank do not
receive compensation for attendance at any committee meetings.
ELIMINATION OF PREEMPTIVE RIGHTS
The Board of Directors proposes that Article FIFTH of the Amended Articles
of Incorporation of the Corporation be amended to eliminate the preemptive right
of shareholders to subscribe to issuances of Common Stock by the Corporation.
Article FIFTH of the Corporation's Amended Articles of Incorporation
currently provides as follows:
"FIFTH, the shareholders of this corporation shall have the preemptive
right to subscribe to issuances of Common Stock of this corporation to the
extent provided by Section 1701.15 of the Revised Code, except that such
preemptive right shall not apply to any sales of Common Stock for purposes
of funding payments to shareholders for fractional share interests arising
from stock dividends, stock splits, reverse stock splits, conversions,
mergers or similar transactions."
The Board of Directors proposes adoption of the following resolution for
purposes of amendment of such Article FIFTH:
"RESOLVED, that Article FIFTH of the Amended Articles of Incorporation of
the Corporation be amended to read as follows:
FIFTH, no holder of shares of this corporation shall have any preemptive
right to subscribe for or to purchase any shares of this corporation of
any class whether now or hereafter authorized."
The purpose of preemptive rights is to allow shareholders to prevent
dilution of their percentage ownership interest in a corporation by
participating in a proposed share offering. Although this right can be very
important to shareholders of a closely held corporation, preemptive rights in
most circumstances serve little purpose for a publicly held corporation.
Under Article FIFTH as currently in effect, subject to limited exceptions,
any new offering and sale of shares by the Corporation for cash would require
either (i) a separate offering of the shares to the Corporation's shareholders
in advance of the proposed transaction, with shareholders having the right to
participate in the offering in proportion to their share ownership, or (ii) a
special vote of the shareholders to waive such preemptive right with respect to
the proposed sale.
Because the Corporation is now publicly held, either of the foregoing
alternatives would impose a significant delay in a proposed share issuance
transaction and would result in significant additional expense to the
Corporation. Unless obtained in connection with an annual meeting of
shareholders, a special vote of shareholders to waive their preemptive rights
for a specific share issuance transaction would require that the Corporation
call a special meeting of shareholders and prepare a special proxy statement and
proxy form for filing with the Securities and Exchange Commission and mailing to
all shareholders. A preemptive rights
-4-
<PAGE> 7
offering of shares to the Corporation's shareholders in advance of a proposed
transaction would be even more burdensome because this in effect would be a
separate public offering subject to full regulatory filing and review
requirements of the Securities and Exchange Commission. This would mean
significantly increased expenses to the Corporation, a likely delay of the
proposed offering of at least 30 days, and unavoidable complications in the
structuring of the proposed offering.
The effect of the proposed waiver of preemptive rights is to eliminate
entirely the right of shareholders to participate in a proposed share offering
by the Corporation. The proposal, however, will have no effect on the right of
shareholders to enter into share transactions with other shareholders, to
purchase shares from a market maker, or, for a public offering of shares by the
Corporation, to participate in such offering on the same basis as the general
public.
The Corporation has no current plans to enter into any share issuance
transaction that would be subject to the preemptive rights of the shareholders
under Article FIFTH as currently in effect.
Approval of this proposal requires the affirmative vote of holders of at
least two-thirds of the Corporation's outstanding shares of Common Stock.
Abstentions and broker non-votes will have the same effect as votes against the
proposal. THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSED WAIVER OF PREEMPTIVE
RIGHTS IS IN THE BEST INTEREST OF THE CORPORATION AND ITS SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
EXECUTIVE OFFICERS
The following information is furnished concerning executive officers of the
Corporation and the Bank:
<TABLE>
<CAPTION>
Name Age Position and Business Background
--- --- --------------------------------
<S> <C> <C>
Albert C. Nichols 78 Mr. Nichols is Chairman of the Board of the Corporation and the Bank and has served in such
position since 1984. He first joined the Bank in 1952 and served as President of the
Bank from 1968 to 1984.
Thomas F. Hite 57 Mr. Hite is President and Chief Executive Officer of the Corporation and the Bank and has
served in such position since 1988. He joined the Bank in 1957 and served as Executive
Vice President of the Bank from 1984 to 1988 and Vice President and Secretary of the
Corporation from 1983 to 1988.
Rosemary L. Schaffer 60 Ms. Schaffer has served as Senior Vice President of the Bank since 1996. From 1991 to 1996,
she served as President of The Union Bank and Savings Company and Secretary of Union
Bancshares Corp. She joined The Union Bank and Savings Company in 1960 and served as Vice
President and Senior Vice President in charge of Operations from 1975 to 1991.
James K. Walter 60 Mr. Walter has served as Senior Vice President/Commercial Loans of the Bank since 1991 and as
Senior Vice President of the Bank from 1988 to 1991. He has also served as Vice President of
the Corporation since 1984, Secretary of the Corporation since 1991, and Treasurer of the
Corporation from 1984 to 1992. He joined the Bank in 1959 and served as Vice
President/Personnel and Marketing of the Bank from 1980 to 1988.
</TABLE>
-5-
<PAGE> 8
<TABLE>
<S> <C> <C>
Thomas F. Camella 50 Mr. Camella has served as Vice President/Chief Operating Officer of the Bank since 1991.
From 1989 to 1991, he served as Vice President and City Executive Officer for the Woodville,
Ohio office of The Huntington National Bank. Prior thereto, he served as Vice President/Credit
Administration, Compliance and Security of The Clyde Savings Bank Company.
James A. Draeger 56 Mr. Draeger has served as a Vice President of the Bank since 1980, as officer in charge of Real
Estate Loans since 1985 and as Agricultural Administrator of the Bank since joining the Bank
in 1975.
William C. Hensley 53 Mr. Hensley has served as Vice President/Chief Lending Officer of the Bank since 1991. He
joined the Bank in 1963 and served as Vice President and Manager of Consumer Loans from
1980 to 1991. He is the nephew of Janet E. Burkett, a director of the Corporation and the
Bank.
Barry F. Luse 44 Mr. Luse has served as Vice President/Trust Officer of the Bank since October 1993 and as
Trust Officer of the Bank since joining the Bank in 1990. From 1985 to 1989, he served as
Vice President and Regional Savings Supervisor for Savings of America in Ohio. Prior
thereto, he served as Branch Coordinator, IRA/KEOGH Supervisor and Savings Compliance
Officer for Home Federal Savings and Loan Association of Marion, Ohio. He has been a member
of the Ohio Bar since 1983.
Allan E. Mehlow 41 Mr. Mehlow has served as Vice President/Chief Financial Officer of the Bank since October
1993 and as Controller of the Bank from 1990 to 1993. He has also served as Treasurer of the
Corporation since 1992. He joined the Bank in 1975 and served as Controller from 1982 to
1988 and as Auditor from 1988 to 1990. He has carried a CPA designation since 1992.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth information as to the compensation paid or
accrued by the Corporation or the Bank during 1994, 1995 and 1996 for Mr. Thomas
F. Hite, President and the Chief Executive Officer of the Corporation. No other
executive officer of the Corporation received compensation for services to the
Corporation or the Bank during 1996 in excess of $100,000.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------------------
LONG TERM ALL OTHER
COMPENSATION COMPEN-
ANNUAL COMPENSATION AWARDS SATION (2)
--------------------------------------- ------------ ------------
NAME AND
PRINCIPAL POSITION SALARY OTHER ANNUAL RESTRICTED
YEAR ($)(1) BONUS ($) COMPENSATION STOCK
($)(2) AWARDS ($) OPTIONS (#)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas F. Hite, 1996 131,508.99 N/A N/A N/A N/A N/A
President and Chief 1995 102,134.92 N/A N/A N/A N/A N/A
Executive Officer 1994 93,536.00 N/A N/A N/A N/A N/A
<FN>
- ---------------
(1) Mr. Hite's salary includes fees received by him for services as a Director
of the Corporation and the Bank of $7200 in 1996, $6300 in 1995, and
$5200 in 1994.
(2) No other compensation was provided to Mr. Hite for services to the
Corporation or the Bank during 1994, 1995 or 1996 in amounts
sufficient to require disclosure.
</TABLE>
-6-
<PAGE> 9
INDEBTEDNESS OF AND TRANSACTIONS WITH OFFICERS AND DIRECTORS
The Bank has had and expects to have banking transactions in the ordinary
course of business with Directors, officers and principal shareholders of the
Corporation and the Bank and associates of such persons on substantially the
same terms, including interest rates and collateral, as those prevailing at the
same time for comparable transactions with other persons and that do not involve
more than normal risk of collectability or present other unfavorable features.
The Corporation and the Bank also have had and expect to have other transactions
in the ordinary course of business with their Directors, officers, principal
shareholders and their associates on the same terms as those prevailing at the
same time for comparable transactions with others. Loans to Directors and
executive officers, including their immediate families and companies in which
they are principal owners, totaled $8,450,000 or 28.5% of total shareholders'
equity at December 31, 1996. The nature and amount of such indebtedness and
transactions during 1996 is such that no disclosure is required for any
individual items.
RELATIONSHIP WITH INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Corporation has engaged the firm of Clifton Gunderson Ltd.,
independent certified public accountants, to report upon the consolidated
financial statements included in the Annual Report submitted herewith. A
representative from said firm will be in attendance at the Annual Meeting, will
have the opportunity to make a statement if desired, and will be available to
respond to any questions from those in attendance. The Corporation has not yet
selected an accounting firm to report upon its 1997 financial statements,
although it intends to again engage Clifton Gunderson Ltd. for such purpose.
OTHER BUSINESS
Management of the Corporation does not know of any other business that may
be presented at the Annual Meeting. If any matter not described herein should be
presented for shareholder action at the Meeting, the persons named in the
enclosed Proxy will vote the shares represented thereby in accordance with their
best judgment.
SHAREHOLDER PROPOSALS FOR PRESENTATION AT THE 1998 ANNUAL MEETING
The Board of Directors requests that any shareholder proposals intended
for presentation at the 1998 Annual Meeting be submitted to Thomas F. Hite,
President, in writing no later than November 22, 1997 for consideration for
inclusion in the Corporation's proxy materials for such meeting.
By Order of the Board of Directors
-----------------------------------
Thomas F. Hite, President
and Chief Executive Officer
-7-
<PAGE> 10
CROGHAN BANCSHARES, INC.
323 CROGHAN STREET
FREMONT, OHIO 43420
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 13, 1997.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned, having received notice of the Annual Meeting of
Shareholders of Croghan Bancshares, Inc. to be held at 1:00 p.m. local time on
Tuesday, May 13, 1997, hereby designates and appoints Thomas F. Hite, Janet E.
Burkett and Clemens J. Szymanowski, and each of them with authority to act
without the others, as attorneys and proxies for the undersigned, with full
power of substitution, to vote all shares of Common Stock, par value of $12.50
per share, of Croghan Bancshares, Inc. that the undersigned is entitled to vote
at such Meeting or at any adjournment thereof, with all the powers the
undersigned would possess if personally present, such proxies being directed to
vote as specified below and in their discretion on any other business that may
properly come before the Meeting.
1. To set the number of Directors at twelve (12). ______ FOR
_____AGAINST _____ ABSTAIN
2. To elect the following twelve (12) nominees as Directors: JANET E.
BURKETT, THOMAS F. HITE, JOHN P. KELLER, STEPHEN A. KEMPER, DANIEL W. LEASE,
ROBERT H. MOYER, ALBERT C. NICHOLS, K. BRIAN PUGH, CLEMENS J. SZYMANOWSKI, J.
TERRENCE WOLFE, CLAUDE E. YOUNG, and GARY L. ZIMMERMAN.
<TABLE>
<CAPTION>
<S> <C> <C>
____ FOR ALL NOMINEES (EXCEPT AS MARKED BELOW) ____ WITHHOLD AUTHORITY FOR ALL NOMINEES
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY FOR INDIVIDUAL NOMINEE(S), ENTER THE NAME(S)
IN THE FOLLOWING SPACE:
3. To amend the Amended Articles of Incorporation of the Corporation
to eliminate the preemptive right of shareholders to subscribe to issuances of
Common Stock. ______ FOR _____ AGAINST _____ ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SETTING THE NUMBER OF
DIRECTORS AT TWELVE, FOR ELECTION OF THE NAMED NOMINEES, AND FOR THE PROPOSED
ELIMINATION OF PREEMPTIVE RIGHTS. PLEASE MARK AN "X" IN ONE OF THE SPACES
PROVIDED ON EACH OF THE ABOVE MATTERS.
THIS PROXY WILL BE VOTED: (1) AS DIRECTED ON THE MATTERS LISTED ABOVE;
(2) IN ACCORDANCE WITH THE DIRECTORS' RECOMMENDATION WHERE A CHOICE IS NOT
SPECIFIED; AND (3) IN ACCORDANCE WITH THE JUDGMENT OF THE PROXIES ON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
The undersigned reserves the right to revoke this Proxy at any time
prior to the Proxy being voted at the Meeting. The Proxy may be revoked by
delivering a signed revocation to the Corporation at any time prior to the
Meeting, by submitting a later-dated Proxy, or by attending the Meeting in
person and casting a ballot. The undersigned hereby revokes any proxy previously
given to vote such shares at the Meeting.
Dated
---------------------------
--------------------------------
Signature of Shareholder
--------------------------------
Signature of Shareholder
To aid the Corporation in making
arrangements for the Annual Meeting,
please indicate your preliminary (Please sign Proxy as your name appears
intentions for attendance: on your stock certificate(s). JOINT
OWNERS SHOULD EACH SIGN PERSONALLY.
When signing as attorney, executor,
____ I/We plan to attend administrator, trustee, guardian or
corporate officer, please give your full
title as such).
____ I/We do not plan to attend
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE.
