SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission
Only (as permitted
by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
FC BANC CORP.
---------------------------------------------
(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:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
N/A
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(4) Proposed maximum aggregate value of transaction:
N/A
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(5) Total fee paid:
N/A
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[ ] Fee paid previously with preliminary materials:
N/A
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[ ] 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:
N/A
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(2) Form, Schedule or Registration Statement no.:
N/A
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(3) Filing Party:
N/A
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(4) Date Filed:
N/A
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<PAGE>
February 25, 2000
Dear Fellow Shareholders:
On behalf of the Board of Directors and management of FC Banc Corp., we
cordially invite you to attend the 2000 Annual Meeting of Shareholders.
The meeting will be held at 1:30 p.m. local time, Wednesday, March 22,
2000 at the Youth Building, Crawford County Fairgrounds, Whetstone Street,
Bucyrus, Ohio. The matters expected to be acted upon at the meeting are
described in the enclosed Proxy Statement.
We encourage you to attend the meeting in person. Regardless of whether
you attend, we hope you read the Proxy Statement and then complete, sign
and date the proxy card and return it in the enclosed postage-paid envelope.
This will save the Company additional expense in soliciting proxies and
will ensure that your shares are represented.
Thank you for your attention to this important matter.
Sincerely,
/s/ Robert D. Hord
---------------------------
Robert D. Hord
Chairman of the Board
/s/ G.W. Holden
---------------------------
G. W. Holden
President and Chief Executive Officer
<PAGE>
FC Banc Corp.
Farmers Citizens Bank Building
P.O. Box 567
Bucyrus, Ohio 44820
Telephone: (419) 562-7040
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To The Shareholders:
The Annual Meeting of Shareholders of FC Banc Corp. will be held at
the Youth Building, Crawford County Fairgrounds, Whetstone Street, Bucyrus,
Ohio on March 22, 2000 at 1:30 p.m. local time for the following purposes:
(1) To elect three (3) directors to the Board of Directors to
serve for terms of three (3) years and until their successors
are elected and qualified;
(2) To elect one (1) director to the Board of Directors to serve
the remaining two years of an unexpired term and until his
successor is elected and qualified;
(3) To ratify the appointment of Robb, Dixon, Francis, Davis,
Oneson & Company as independent auditors of FC Banc Corp.
for the fiscal year ending December 31, 2000; and
(4) To act on such other matters as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
Shareholders of record at the close of business on February 11, 2000
are entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. The stock transfer books will not be
closed.
By Order of the Board of Directors
Robert D. Hord
Chairman of the Board
Bucyrus, Ohio
February 25, 2000
IMPORTANT
---------
PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR OTHERWISE BY DELIVERY
TO FC BANC CORP. AT THE FARMERS CITIZENS BANK BUILDING, P.O. BOX 567,
BUCYRUS, OHIO 44820, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
THANK YOU FOR ACTING PROMPTLY
<PAGE>
FC Banc Corp.
Farmers Citizens Bank Building
P.O. Box 567
Bucyrus, Ohio 44820
Telephone: (419) 562-7040
-------------------------
PROXY STATEMENT
---------------
The accompanying Proxy is solicited by the Board of Directors of FC
Banc Corp. for use at the Annual Meeting of Shareholders to be held on
March 22, 2000 at the Youth Building, Crawford County Fairgrounds, Whetstone
Street, Bucyrus,Ohio at 1:30 p.m. local time, or at any adjournment or
postponement thereof (the "Annual Meeting"). When the Proxy is properly
executed and returned to FC Banc Corp., the shares represented thereby
will be voted at the Annual Meeting in accordance with the directions noted
thereon. If no direction is indicated, such shares will be voted in favor
of election of the nominees identified herein, in favor of ratification of
appointment of FC Banc Corp.'s independent auditors and in the best judgment
of the proxyholders on any other matters that properly come before the
Annual Meeting.
Without affecting any vote previously taken, a person appointing a proxy
may revoke the appointment by delivering a later appointment of a proxy to
the Secretary of FC Banc Corp. at its principal office, or by giving notice
of revocation to FC Banc Corp. in writing or at the Annual Meeting. A
shareholder's attendance at the Annual Meeting is not sufficient by itself
to constitute revocation of a proxy previously given by that shareholder.
Shareholders of record at the close of business on February 11, 2000
will be entitled to notice of and to vote at the Annual Meeting. A
majority of the voting power of FC Banc Corp., when represented at the
Annual Meeting in person or by proxy, will constitute a quorum. The shares
represented by any Proxy directing abstention on any proposal will not be
voted on such proposal, but will be included in calculating the number of
shares present at the Annual Meeting. For the election of directors, a
plurality of the votes cast is sufficient to elect directors. Abstentions
and broker non-votes will have no effect on the election of directors.
FC Banc Corp.'s outstanding stock consists solely of common
stock, without par value (the "Common Stock"), of which 623,239 shares were
issued and outstanding at the close of business on February 11, 2000. As of
February 11, 2000, no person owns of record or is known by FC Banc Corp.
to be the beneficial owner of more than 5% of the outstanding shares of
the Common Stock. Each outstanding share of Common Stock is entitled to
one vote. Shareholders of FC Banc Corp. are not entitled to cumulate their
votes in the election or removal of directors or otherwise.
This Proxy Statement, together with the Notice of Annual Meeting of
Shareholders, Proxy, and Annual Report of FC Banc Corp. for the fiscal year
ended December 31, 1999 (the "Annual Report"), are first being mailed to
shareholders on or about February 25, 2000. The Annual Report is not to be
treated as part of the proxy solicitation materials or as having been
incorporated herein by reference.
ELECTION OF DIRECTORS FOR A THREE YEAR TERM
(Proposal 1)
The Amended and Restated Articles of Incorporation of FC Banc Corp.
provide for three classes of directors, each class serving a term of three
years. The three nominees standing for election at this Annual Meeting for
a three year term are Messrs. David G. Dostal, Robert D. Hord and Ms. Joan
C. Stemen.
<PAGE>
ELECTION OF DIRECTOR TO SERVE THE REMAINING TWO YEARS OF AN UNEXPIRED TERM
(Proposal 2)
Patrick J. Drouhard was appointed by the Board of Directors on an
interim basis to fill the vacancy created by the December 31, 1999
resignation of James B. Pigman from his director positions of FC Banc Corp.
and its subsidiary, The Farmers Citizens Bank. Pursuant to the Code of
Regulations of FC Banc Corp., shareholders elect a director to fill a
vacancy occurring during a term.
Unless authority to vote is withheld, the proxyholders will vote the
Proxy received by them FOR the identified nominees to serve for the term
indicated and until their successors are duly elected and qualified.
Although the Board of Directors has no reason to believe that any of the
nominees will decline or be unable to serve as a director, should that
occur the Proxies will be voted by the proxyholders for such other person
or persons as may be designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IDENTIFIED HEREIN
INFORMATION REGARDING NOMINEES
AND CONTINUING DIRECTORS
The following table sets forth, as of the February 11, 2000 record
date, the amount and percentage of the Common Stock beneficially owned by
each director and nominee and by all directors and executive officers as a
group.
<TABLE>
<CAPTION>
Number of Shares of
Director's Name and Director Expiration Common Stock Percent of
Principal Occupation Age Since of Term Beneficially Owned (1) Common Stock
-------------------- --- ----- ------- ---------------------- ------------
<S> <C> <C> <C> <C> <C>
NOMINEES
David G. Dostal 52 1994 2003 4,668 (2) (3)
President of The Auck Dostal Agency, Inc.;
Vice President of ADM Benefit Plans, Inc.
Patrick J. Drouhard 48 2000 2002 20 (3)
Superintendent of the Cardington-Lincoln
School District
Robert D. Hord (Chairman of the Board) 54 1979 2003 6,594 (2) 1.05%
President of Hord Livestock, Inc.
Joan C. Stemen 66 1986 2003 21,784 (2) (4) 3.48%
Retired, former Vice President and Cashier
of The Farmers Citizens Bank
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CONTINUING DIRECTORS
Number of Shares Percent of
Director's Name and Director Expiration Common Stock of Common
Principal Occupation Age Since of Term Beneficially Owned Stock
-------------------- --- ----- ------- ------------------ -----
<S> <C> <C> <C> <C> <C> <C>
Terry L. Gernert (Secretary and Treasurer) 47 1984 2001 25,367 (2) (5) 4.05%
Attorney At Law
Kennedy, Purdy, Hoeffel, Gernert, Leuthold &
Leuthold
Samuel J. Harvey 64 1999 2002 760 (6) (3)
Retired, former Mayor, Village of Cardington
G.W. Holden (President and Chief Executive 53 1996 2001 18,190 (7) 2.86
Officer)
Charles W. Kimerline 62 1992 2002 4,772 (2) (3)
President of Bucyrus Road Materials, Inc.;
Vice President of Geiger-Kimerline Farms,
Inc.; Secretary and Treasurer of BuE Comp,
Inc.
John O. Spreng, Jr. 51 1997 2001 2,264 (8) (3)
Vice President of Longacre Farms, Inc.
All directors, nominees and executive 84,419 (9) 13.04
officers as a group (10 persons)
</TABLE>
- --------------------------------------------
(1) Except as indicated, all shares are owned directly or indirectly by
the named individuals or by their spouses and minor children,
over which shares the named individuals effectively exercise voting
and investment power. Percentages are based on 623,239 shares of
Common Stock issued and outstanding, plus the number of shares
acquirable within sixty days upon exercise of options.
(2) Except for Directors Gernert and Stemen, the shares reported as
beneficially owned includes 1,080 shares the director has the
right to acquire by exercise of options granted in 1997 under the
Company's 1997 Stock Option and Incentive Plan, 880 shares
acquirable upon exercise of options granted on March 3, 1998
and 360 shares acquirable upon exercise of options granted on
March 24, 1999. Under the 1997 Stock Option and Incentive Plan,
options to acquire 1,800 shares of Company common stock were
granted effective April 23, 1997 to each director of the Company
serving at that time who was not also an officer or employee of
the Company or the Bank. The options vest and become exercisable
in five equal annual installments. The options have a term of ten
years. Mr. Gernert, Secretary and Treasurer of the Company,
received an identical grant exercisable on identical terms and
conditions as the grant made to directors who are not officers or
employees. On March 3, 1998, each director was granted an
additional option to acquire 2,200 shares of Common Stock, also
vesting and becoming exercisable in five equal annual installments
and having a term of ten years. On March 24, 1999, each director
was granted an additional option to acquire 1,800 shares of Common
Stock, also vesting and becoming exercisable in five equal annual
installments and having a term of ten years. Director Terry Gernert
and Director Joan C. Stemen have exercised options to acquire 200
shares and 1,160 shares, respectively, leaving Mr. Gernert with
5,600 unexercised option shares and Mrs. Stemen with 4,640
unexercised option shares.
(3) Less than 1%.
(4) Includes 11,792 shares held by Mrs. Joan C. Stemen's spouse. Mrs.
Stemen disclaims beneficial ownership of shares held by her spouse.
(5) Includes 2,758 shares held in his custodial individual retirement
account. Also includes 2,406 shares held in his wife's custodial
individual retirement account and 1,775 shares held directly by
his wife. Mr. Gernert disclaims beneficial ownership of shares
held by his wife.
(6) Includes 360 shares acquirable upon exercise of options granted on
March 24, 1999.
(7) Includes 10,990 shares Mr. Holden has the right to acquire pursuant to
options granted to him under the 1997 Stock Option and Incentive
Plan and under the terms of Mr. Holden's employment agreement, 880
shares acquirable upon exercise of options granted on March 3, 1998
and 360 shares acquirable upon exercise of options granted on March
24, 1999. Pursuant to the terms of his employment agreement,
effective April 23, 1997 Mr. Holden was granted options to acquire
16,250 shares of Company Common Stock, which options vest and become
exercisable in five equal annual installments, the first installment
having become exercisable on April 23, 1998. Like other directors,
Mr. Holden received on March 3, 1998 a grant of options to acquire
an additional 2,200 shares, vesting and becoming exercisable in
five equal annual installments and having a term of ten years.
Like other directors, Mr. Holden received on March 24, 1999 a grant
of options to acquire an additional 1,800 shares, vesting and
becoming exercisable in five equal annual installments and having
a term of ten years. Mr. Holden disclaims beneficial ownership of
100 shares held by his adult son.
(8) Includes 1,240 shares acquirable upon exercise of options granted
March 3, 1998 and March 24, 1999.
(9) Includes shares acquirable within sixty days upon exercise of options.
David G. Dostal
David G. Dostal has served on the Board of Directors of the Bank and FC
Banc Corp. since January, 1994. Mr. Dostal serves as President of The Auck
Dostal Agency, Inc., an independent insurance agency. He has held this
position since 1989. Mr. Dostal is also Vice President of ADM Benefit
Plans, Inc.
Patrick J. Drouhard
Patrick J. Drouhard, a native of Loudonville, is completing his
fourteenth year as superintendent of the Cardington-Lincoln School District,
Cardington. Prior to his appointment to the FC Banc Corp. Board of Directors
in January, 2000, Mr. Drouhard served as a local advisory board member to The
Farmers Citizens Bank, Cardington Office.
Terry L. Gernert
Terry L. Gernert has served as a director of the Bank since 1984 and of FC
Banc Corp. since 1994. Mr. Gernert is a partner in the law firm of Kennedy,
Purdy, Hoeffel, Gernert, Leuthold & Leuthold, a position he has held since
1980. Mr. Gernert also acts as Secretary and Treasurer of FC Banc Corp.
Mr. Gernert's status as Secretary and Treasurer is an officer position in
name only. He does not receive any additional compensation therefor,
except that he does receive greater fees for his service as director in
recognition of his responsibilities for the conduct of directors' proceedings.
See "Director Compensation."
Samuel J. Harvey
Samuel J. Harvey served as Mayor of the Village of Cardington, Morrow
County, Ohio from 1993 through December 31, 1999. He previously served for
eleven years as a member of the Village Council. A retired teacher, Mr.
Harvey was a vocational agricultural instructor at Cardington Lincoln High
School for 27 years. He is also a Lieutenant Colonel (Retired), U.S. Army
Reserves. Mr. Harvey is active with a number of vocational education
associations and local civic organizations, and is a member of the Board of
Trustees of the Cardington First United Methodist Church.
G.W. Holden
G.W. (Bill) Holden was named President and Chief Executive Officer of
FC Banc Corp. and the Bank in early December 1996, and his service as
President and Chief Executive Officer commenced March 1, 1997. Prior to
joining FC Banc Corp. and the Bank, Mr. Holden was Principal of Holden &
Associates, a financial services consulting firm in Atlanta, Georgia.
<PAGE>
Robert D. Hord
Robert D. Hord has served as a director of the Bank since 1979 and
of FC Banc Corp. since 1994. Mr. Hord is the President of Hord Livestock,
Inc., a position he has held since 1979. Hord Livestock Company, Inc. is a
grain and hog operation in Crawford County.
Charles W. Kimerline
Charles W. Kimerline was appointed to fill a vacancy on the Board of
Directors of the Bank in 1992 and has served as a director of FC Banc Corp.
since 1994. Mr. Kimerline is the President of Bucyrus Road Materials, Inc.,
Vice President of Geiger-Kimerline Farms, Inc., and Secretary and Treasurer
of BuE Comp, Inc.
John O. Spreng, Jr.
John O. Spreng, Jr. was appointed in July 1997 to fill a vacancy on the
Board of Directors of FC Banc Corp. and the Bank. Mr. Spreng is Vice
President of Longacre Farms, Inc., a grain and dairy operation in Crawford
County.
Joan C. Stemen
Joan C. Stemen has served as a director of the Bank since 1986 and of
FC Banc Corp. since 1994. Mrs. Stemen served as Vice President & Cashier of
the Bank until her retirement in 1989.
Director Compensation
Annual fees of $800 were paid to FC Banc Corp.'s directors during 1999.
All of the directors and executive officers of FC Banc Corp. are also
directors and officers of The Farmers Citizens Bank, the banking subsidiary
of FC Banc Corp. Any references herein to the "Bank" mean The Farmers
Citizens Bank. Directors of the Bank each received $7,200 during 1999
for meetings of the Board of Directors and its committees, except that the
Chairman of the Board received fees of $9,200, and Terry L. Gernert, as
Secretary, received $11,200. FC Banc Corp.'s President and Chief
Executive Officer is not entitled to receive directors' fees for his service
as a director of FC Banc Corp. or the Bank.
In addition, effective April 23, 1997 each director of FC Banc Corp.
who was not also an officer or employee received a grant of options to
acquire 1,800 shares (as adjusted for the August 14, 1998 2-for-1 stock
split) of Common Stock within ten years after the date of grant. The
options vest and become exercisable in five equal annual installments,
the first twenty percent having become exercisable in 1998. The exercise
price of the stock options is $22, subject to adjustment based on certain
events, as set forth in the 1997 Stock Option and Incentive Plan. Any
director who is subsequently elected or appointed during the term of the
1997 Stock Option and Incentive Plan will likewise receive a grant of options
to acquire 1,800 shares of Common Stock (or such greater or lesser number
as may be provided under the terms of the 1997 Stock Option and Incentive
Plan in the event of certain changes in FC Banc Corp.'s capitalization)
on comparable terms, provided that the director is not also an officer or
employee of FC Banc Corp. or the Bank. An additional grant of options to
acquire 2,200 shares (also adjusted for the August 14, 1998 2-for-1 stock
split) was made to each of these directors in March 1998, on similar terms
and at an exercise price of $22 per share (split adjusted). An
additional grant of options to acquire 1,800 shares was made to each of
these directors in March 24, 1999 on similar terms and at an exercise
price of $28 per share.
An identical grant of stock options has been made to Terry L.
Gernert as well. Mr. Gernert's status as Secretary and Treasurer of
FC Banc Corp. is an officer position in name only. In 1999 he performed
no substantial service in his capacity as Treasurer (and received no
compensation therefor), and his service as Secretary principally involved
responsibility for maintaining corporate and Board minutes of proceedings.
The Farmers Citizens Bank has implemented a director retirement plan.
For Director Samuel J. Harvey, the director retirement plan provides that
upon attaining age 70, he will receive an annual retirement benefit equal to
50% of his board fees in the year before retirement. For directors other
<PAGE>
than Samuel J. Harvey, the director retirement plan provides that any
director with 15 years of continuous service will receive an annual
retirement benefit equal to that director's board fees in the year before
retirement. The annual retirement benefit will be paid for 15 years.
Through insurance purchased on the directors' lives, The Farmers Citizens
Bank expects to recover at the time of a director's death the benefits
previously paid to that director.
Committees of the Board of Directors
FC Banc Corp.'s Board of Directors, which is responsible for the overall
affairs of the Company, held 12 meetings in 1999.
The Audit Committee met 12 times to review the previous fiscal year,
the scope of the audit and any additional items of importance such as
internal accounting procedures and controls. Members of the Audit Committee
were Joan C. Stemen, who serves as Chairperson of the Audit Committee, and
John O. Spreng, Jr.
The Compensation/Benefits Committee met 6 times in 1999. This committee
recommends basic wage and salary administration and reviews compensation
arrangements and benefits for all officers. Committee members were David G.
Dostal, Chairman of the Compensation/Benefits Committee, Charles W.
Kimerline, G.W. Holden and James B. Pigman. Mr. Pigman resigned from board
service on December 31, 1999.
The New Director Committee met once in 1999. The New Director Committee
recommends to the full Board of Directors persons for nomination to serve
as director. Charles W. Kimerline is Chairman of the New Director Committee.
Messrs. Gernert and Holden also serve on the New Director Committee. Any
shareholder who desires to recommend an individual for nomination to FC Banc
Corp.'s Board of Directors must provide a written statement setting forth
the candidate's name, qualifications and background to the Board of Directors
not less than 60 days prior to the annual meeting (or a special meeting) of
FC Banc Corp. at which an election for directors is to occur. Article
EIGHTH of FC Banc Corp.'s Amended and Restated Articles of Incorporation
provides that, in order to serve as a director, an individual must be
qualified also as a director of the Bank.
While he or she was serving as a director, each director attended more
than seventy five percent (75%) of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings
held by all committees of the board on which he or she served in 1999.
Executive Compensation
FC Banc Corp. does not pay any cash compensation to its officers or
employees. Cash compensation is paid by the Bank only. For the President
and Chief Executive Officer of the Bank, and for any of the Bank's most
highly compensated executive officers who were serving as executive officers
of the Bank at the end of fiscal year 1999 and whose total compensation
(including salary and bonus) exceeded $100,000, the following table sets
forth information regarding all forms of compensation paid or payable to
the named executive officer(s) for services in all capacities for the years
indicated:
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
($) (#)
($) Restricted Securities ($) ($)
Name and ($) ($) Other Annual Stock Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation Awards Options Payouts Compensation
------------------ ---- ------ ----- ------------ ------ ------- ------- ------------
G.W. Holden, 1999 $92,700 (1) $25,000 - (2) - 1,800 (3) - $8,852 (4) (5)
President and Chief 1998 $92,700 (1) $24,000 - (2) - 2,200 (3) - $8,809 (4) (5)
Executive Officer 1997 $87,098 (1) $ 4,500 - (2) - 16,250 (3) - $5,194 (4) (5)
</TABLE>
(1) Includes amounts deferred at the election of the named executive
officer(s) pursuant to the 401(k) Plan of the Bank.
(2) Perquisites and other personal benefits did not exceed the lesser of
$50,000 or 10% of total salary and bonus.
(3) As adjusted for the August 14, 1998 2-for-1 stock split.
(4) The Bank has a split-dollar life insurance policy on the life of the
President and Chief Executive Officer. Under the terms of the policy,
the Bank is responsible for all of the premium costs but obtains a
security interest in the insurance proceeds in order to ensure that
the Bank is reimbursed for the cost of the premiums at the time
proceeds become payable or when the policy is cancelled. Allocation
of the proceeds of the split-dollar policy is as follows: the Bank is
first reimbursed for its premium cost; the executive then receives
an amount that is calculated by reference to the executive's final
compensation; and the Bank receives the remainder of the proceeds,
if any. Because coverage under an existing policy on the life of
the previous Chief Executive Officer was transferred to a policy
covering the life of Mr. Holden (and the Bank was credited for the
lump sum premium previously paid for the former executive's policy),
the split-dollar life insurance policy obtained by the Bank on the
life of Mr. Holden represented no additional cost to the Bank.
(5) Bank contributions in 1999 to defined contribution plans on behalf
of Mr. Holden consisted of a $5,351 matching contribution and a
$3,501 discretionary contribution under the 401(k) retirement plan.
Bank contributions in 1998 to defined contribution plans on behalf
of Mr. Holden consisted of a $5,788 matching contribution and a
$3,021 discretionary contribution under the 401(k) retirement plan.
Bank contributions in 1997 to defined contribution plans on behalf
of Mr. Holden consisted of a $2,346 matching contribution and a
$2,613 discretionary contribution under the 401(k) retirement plan.
Employment Agreement. FC Banc Corp. and the Bank entered into an
employment agreement dated March 31, 1998 with Mr. Holden, superseding the
employment agreement dated November 15, 1996. The employment agreement was
further amended December 8, 1999. The March 1998 employment agreement
provides for (i) a base salary of $92,700 during its term, or such greater
amount as may be agreed upon from time to time (currently $96,700 during
2000), (ii) an annual bonus based upon FC Banc Corp. and the Bank's earnings
and satisfaction of certain qualifications described hereinafter, (iii) an
obligation on FC Banc Corp. and the Bank's part to contribute to Mr.
Holden's account under the Bank's 401(k) plan in an amount equal to the
maximum matching contribution and such additional amount as is necessary to
compensate for taxes incurred by Mr. Holden on the Bank's contribution and
his contribution and (iv) miscellaneous perquisites. The obligation of FC
Banc Corp. and the Bank relating to 401(k) plan contributions would apply
in the case in which Mr. Holden's 401(k) plan contributions are limited by
nondiscrimination provisions of the Internal Revenue Code. In order for Mr.
Holden to qualify for the annual bonus, the Bank must receive satisfactory
or better examination ratings and the Bank's return on assets must equal or
exceed 1%. The ten-year incentive stock option (to acquire 16,250 shares
of Common Stock) Mr. Holden received under his previous employment agreement
(dated November 15, 1996) remains effective after execution of the March
1998 revised employment agreement. Mr. Holden's stock option vests and
becomes exercisable in five equal annual installments.
With an original term of three years from March 31, 1998, Mr. Holden's
employment agreement automatically renews for successive one-year periods at
each anniversary date (if not sooner terminated). As a result, the
employment agreement has a new three-year term at each anniversary. Except
in the case of termination for cause, the employment agreement provides
that Mr. Holden would be entitled to a lump sum payment equal to the
compensation remaining to be paid under the then current term of the
contract (a period ranging between 2-3 years depending upon when the
termination occurs in the contract year) in the event his employment is
terminated during the term of the employment agreement, or in the event of
a merger or other acquisition in which the acquiring company does not
assume the obligations under the employment agreement. Mr. Holden is
entitled under the employment agreement to treat as a termination without
cause a material reduction in his salary or benefits; transfer to a location
<PAGE>
outside of Crawford County; a change in his status or responsibilities
without his consent; or a change in control of FC Banc Corp., meaning
acquisition by any person of 20% or more of FC Banc Corp.'s stock. In the
event of termination with or without cause, his rights and interests in and
to any split-dollar life insurance obtained by FC Banc Corp. or the Bank
would terminate.
Salary Continuation Agreement. FC Banc Corp. and the Bank also entered
into a Salary Continuation Agreement with Mr. Holden on October 20, 1998,
which provides that FC Banc Corp. and the Bank will be obligated to
continue to pay Mr. Holden or his designated beneficiary(ies) for a period
of fifteen years following Mr. Holden's retirement, death or disability or
following a change in control of FC Banc Corp. The salary continuation
benefit would be (i) $100,000 annually upon Mr. Holden's retirement on or
after reaching age 65 or upon his death; (ii) an annual amount starting at
$11,714 for early retirement at age 52, increasing to $100,000 for early
retirement at age 64; (iii) $100,000 annually in the event of a change in
control, meaning the transfer of 20% or more of FC Banc Corp.'s stock
followed within 2 years by replacement of 50% or more of FC Banc Corp.'s
Board of Directors; or (iv) an amount equal to the early retirement benefit
in the event of Mr. Holden's disability. Neither FC Banc Corp. nor the
Bank would be obligated under the Salary Continuation Agreement to pay any
benefit to Mr. Holden or his beneficiary(ies) if he is terminated for cause.
As amended November 11, 1999, FC Banc Corp. has agreed to pay any excise
tax Mr. Holden would incur attributable to benefits paid under the Salary
Continuation Agreement to the extent the benefit would exceed the "excess
parachute payment" limitations under Section 280G of the Internal Revenue
Code.
Stock Options. The following table provides information concerning
grants of stock options in 1999 under FC Banc Corp.'s 1997 Stock Option and
Incentive Plan to the individual(s) named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options
Underlying Granted to Employees in Exercie or Base Expiration
Name Options Granted (#) Fiscal Year Price ($/Sh) Date
---- ------------------- ----------- ------------ ----
<S><C> <C> <C> <C> <C>
G.W. Holden 1,800 90% $28 March 24, 2009
</TABLE>
The following table shows the number of shares of Common Stock acquired
during 1999 or acquirable upon exercise of options by the individual(s) named
in the Summary Compensation Table. The table also indicates the extent to
which such options were exercisable, as well as the approximate value of
such options based on the fair market value of the Common Stock at December
31, 1999.
<TABLE>
Securities Underlying
Unexercised Options at Fiscal Value of In-The-Money Options
Shares Year End (#) at Fiscal Year End ($) (1)
Acquired on Value ------------ --------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
--- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G.W. Holden 0 $0 6,940 13,310 $43,375 $72,387
</TABLE>
(1) In general, a stock option is "in-the-money" when the stock's fair
market value exceeds the option exercise price. Value of unexercised
options equals the estimated fair market value of a share acquirable
upon exercise of an option at December 31, 1999, less the exercise
price, multiplied by the number of shares acquirable upon exercise
of the options. The Common Stock is quoted on the OTC Bulletin
Board of NASD Regulation, Inc. However, there is limited trading
activity in Common Stock of FC Banc Corp. Therefore, limited price
data are available. Solely for purposes of the preceding table and
for no other purpose, FC Banc Corp. has estimated the per share fair
market value of the Common Stock at December 31, 1999 as $28.25.
This figure is based upon prices paid for known sales occurring at
or about that time. Shareholders are cautioned that the foregoing
figure is an estimate only. The estimate does not necessarily
reflect the price shareholders may obtain upon sale of their stock
or the price at which shares of Common Stock may be acquired, nor
should such estimate be taken to represent management or the
Board of Directors' estimate of the intrinsic value or fair market
value of the shares of Common Stock.
Options granted under the 1997 Stock Option and Incentive Plan
generally become exercisable in five equal annual installments, the
first twenty percent becoming exercisable on the first anniversary
of the date of grant. The 1997 Stock Option and Incentive Plan
provides that options not yet exercisable become exercisable in full
if (i) a tender offer or exchange offer for shares of FC Banc Corp.
Common Stock is commenced or (ii) shareholders of FC Banc Corp.
approve an agreement whereby FC Banc Corp. will cease to be an
independent company or whereby FC Banc Corp. agrees to a sale of all
or substantially all of its assets.
<PAGE>
RATIFICATION OF INDEPENDENT AUDITOR
(Proposal 3)
FC Banc Corp.'s independent auditor for the fiscal year ended December
31, 1999 was Robb, Dixon, Francis, Davis, Oneson & Company. The Board of
Directors has selected Robb, Dixon, Francis, Davis, Oneson & Company to
be its independent auditor for the fiscal year ending December 31, 2000.
This appointment is being presented to the shareholders for ratification.
One or more members of the firm of Robb, Dixon, Francis, Davis, Oneson
& Company are expected to be present at the Annual Meeting. The
representative(s) of the independent auditor will have the opportunity to
make a statement if desired, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE ?FOR? RATIFICATION
OF THE APPOINTMENT OF ROBB, DIXON, FRANCIS, DAVIS, ONESON & COMPANY AS
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Director Gernert is a partner of the law firm of Kennedy, Purdy, Hoeffel,
Gernert, Leuthold & Leuthold, which performs legal services for FC Banc Corp.
and the Bank. During 1999, Kennedy, Purdy, Hoeffel, Gernert, Leuthold &
Leuthold was paid $63,367 for legal services rendered to FC Banc Corp. and
the Bank. Of that amount, $32,028 was paid by mortgage customers of the
Bank for services rendered by Kennedy, Purdy, Hoeffel, Gernert, Leuthold &
Leuthold in connection with real estate transactions in which the Bank
acted as mortgage lender.
During 1999, certain directors and executive officers of FC Banc Corp.
and the Bank, and associates of such persons, were customers of and had
banking transactions with the Bank in the ordinary course of business. FC
Banc Corp. expects that these relationships and transactions will continue
in the future.
All loans and commitments to loans included in such transactions were
made and will be made in the future on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons not employed by FC Banc Corp.
or the Bank. Except as may be disclosed herein, the existing transactions
do not involve more than the normal risk of collectability or present other
unfavorable features.
SHAREHOLDER PROPOSALS
The Proxy is solicited by management and confers discretionary authority
to vote on any matters that properly come before the Annual Meeting or any
adjournments thereof. Article 1, Section 1.9 of FC Banc Corp.'s Code of
Regulations states that no business is eligible for consideration at an annual
or special meeting of shareholders (i) unless it is proposed by a majority
of FC Banc Corp.'s Board of Directors or (ii) unless a written statement
setting forth the business and the purpose therefor is delivered to the
Board of Directors not less than sixty (60) days prior to the annual
or special meeting at which such business is to be taken up. As of January
18, 2000, the date that is 60 days prior to the date of the 2000 Annual
Meeting of Shareholders, FC Banc Corp. had not received notice of any matter
to be brought before the Annual Meeting other than the matters referred to in
the Notice of Annual Meeting of Shareholders and matters incident thereto.
If any matter not set forth in the Notice of Annual Meeting of Shareholders
is properly brought before the 2000 Annual Meeting, the persons named as
proxies will vote thereon in accordance with their best judgement.
Shareholders desiring to submit proposals for inclusion in the proxy
materials of FC Banc Corp. for the 2001 Annual Meeting of Shareholders must
submit the proposals to FC Banc Corp. at its executive offices no later than
October 26, 2000. FC Banc Corp. will not be required to include in its Proxy
Statement or form of Proxy for the 2001 Annual Meeting of Shareholders a
<PAGE>
shareholder proposal that is received after that date or that otherwise fails
to meet requirements for shareholder proposals established by regulations
of the Securities and Exchange Commission.
If a shareholder intends to present a proposal at the 2001 Annual
Meeting of Shareholders without seeking to include the proposal in FC Banc
Corp.'s proxy materials for that meeting, FC Banc Corp.'s management proxies
will be entitled to use the discretionary voting authority that will be
contained in the proxies for the 2001 Annual Meeting of Shareholders to
vote on that proposal at the 2001 Annual Meeting of Shareholders, unless
prior notice of the proposal is given to FC Banc Corp. Prior notice must
be given to FC Banc Corp. at least 45 days before the date in 2001
corresponding to the mailing date of this Proxy Statement for the 2000
Annual Meeting of Shareholders. This Proxy Statement is being mailed to
shareholders on or about February 25, 2000. The date that is 45 days
before the corresponding mailing date in 2001 is therefore January 8, 2001.
Accordingly, a shareholder who desires to present a proposal at the 2001
Annual Meeting of Shareholders without seeking to include the proposal in
FC Banc Corp.'s proxy materials for that meeting should provide notice of
the proposal to FC Banc Corp. no later than January 8, 2001. If the
shareholder fails to do so, FC Banc Corp.'s management proxies for the 2001
Annual Meeting of Shareholders will be entitled to use their discretionary
voting authority on that proposal, without any discussion of the matter in
FC Banc Corp.'s proxy materials.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires FC Banc
Corp.'s directors and executive officers, as well as persons who own more
than 10% of a registered class of FC Banc Corp.'s equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of FC Banc Corp. stock. Based solely on
review of the copies of such reports furnished to FC Banc Corp. and written
representations to FC Banc Corp., to FC Banc Corp.'s knowledge all Section
16(a) filing requirements applicable to its executive officers, directors and
greater than 10% beneficial owners were complied with during the fiscal year
ended December 31, 1999, with the exception that President and Chief
Executive Officer G. W. Holden failed to file one Form 4 on a timely basis.
GENERAL
The persons named in the Proxy will vote all properly executed Proxies.
If a shareholder specifies on such Proxy a choice with respect to a proposal to
be acted upon, the Proxy will be voted in accordance with such specifications.
If no choice is specified, the Proxy will be voted FOR election of the
nominees identified herein and FOR ratification of FC Banc Corp.'s
independent auditor.
The entire cost of soliciting Proxies for use at the Annual Meeting
will be borne by FC Banc Corp. Proxies may be solicited by officers,
directors, and regular employees of FC Banc Corp. or the Bank personally,
by mail, or by telephone or telegraph, and FC Banc Corp. may reimburse
brokers, custodian banks, nominees, and other fiduciaries for their
reasonable out-of-pocket expenses in forwarding proxy materials to their
principals.
<PAGE>
PROXY
FC Banc Corp.
Bucyrus, Ohio
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
March 22, 2000
The undersigned shareholder of FC Banc Corp. hereby constitutes and
appoints Samuel J. Harvey and Charles W. Kimerline, and each of them, with
full power of substitution, as proxies to represent the undersigned at the
Annual Meeting of Shareholders of FC Banc Corp. to be held on March 22,
2000, and any adjournments and postponements thereof, and to vote the shares
of common stock the undersigned would be entitled to vote (as specified
below) upon all matters referred to herein and in their discretion upon
any other matters that properly come before the Annual Meeting:
(1) To elect the three (3) nominees identified below as directors to the
Board of Directors for terms of three (3) years and until their
successors are elected and qualified.
FOR ALL NOMINEES WITHHOLD VOTE FOR ALL NOMINEES
------- --------
INSTRUCTION: To withhold your vote for any individual nominee, strike a line
through the nominee's name.
David G. Dostal Robert D. Hord Joan C. Stemen
(2) To elect the one (1) nominee identified below as director to the
Board of Directors to serve the remaining two years of an
unexpired term and until his successor is elected and qualified.
FOR NOMINEE WITHHOLD VOTE FOR NOMINEE
-------- -------
INSTRUCTION: To withhold your vote for this nominee, strike a line through the
nominee's name.
Patrick J. Drouhard
(3) To ratify the appointment of Robb, Dixon, Francis, Davis, Oneson &
Company as independent auditor of FC Banc Corp. for the fiscal year
ending December 31, 2000.
FOR AGAINST ABSTAIN
--------- --------- ---------
(4) To act on such matters as may properly come before the Annual Meeting
and any adjournments or postponements thereof.
A VOTE FOR ELECTION OF THE NOMINEES IDENTIFIED ABOVE AND IN FAVOR OF PROPOSAL
3 IS RECOMMENDED BY THE BOARD OF DIRECTORS
The Annual Meeting will be preceded by a buffet luncheon and
entertainment, commencing at noon. Please indicate below whether you expect
to attend. If you plan to bring a guest, please write in the guest's name
in the space indicated.
I will attend the Annual Meeting.
- ---------- ------------------------------
Name of guest
I do not expect to attend the Annual Meeting
- ---------
(Continued, and to be signed, on the reverse side)
<PAGE>
(Continued from reverse side)
The shares represented by this Proxy will be voted as specified. Unless
specified to the contrary, all shares of the undersigned will be voted
"FOR" election of the nominees identified above, "FOR" Proposal 3 and in
the best judgment of the proxies on such other matters as may properly come
before the Annual Meeting.
The undersigned acknowledges receipt from FC Banc Corp., prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement and an
Annual Report.
--------------------------
Dated: Signature
---------------------,2000
--------------------------
Signature
Please sign exactly as your
name appears above on this
card. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title. If shares are
held jointly, each holder
should sign.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS IS
PROPERLY PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
HEREIN IN ACCORDANCE WITH THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE POSTAGE-PAID,
SELF-ADDRESSED ENVELOPE PROVIDED.
