SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
InterCounty Bancshares, Inc.
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(Name of Registrant as Specified In Its Charter)
InterCounty Bancshares, Inc.
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(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
INTERCOUNTY BANCSHARES, INC.
48 N. South Street
Wilmington, Ohio 45177
(937) 382-1441
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special Meeting of Shareholders of InterCounty
Bancshares, Inc. ("InterCounty"), will be held at 48 N. South Street,
Wilmington, Ohio, on September 22, 1998, at 9:00 a.m., Eastern Time (the
"Special Meeting"), for the purpose of adopting an amendment to the Seconded
Amended and Restated Articles of Incorporation of InterCounty to increase the
number of authorized common shares and transacting such other business as may
properly come before the Special Meeting or any adjournments thereof. Such
matters are more completely set forth in the accompanying Proxy Statement.
Only shareholders of InterCounty of record at the close of business on August
20, 1998, will be entitled to receive notice of and to vote at the Special
Meeting and at any adjournments thereof. Whether or not you expect to attend
the Special Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A
QUORUM MAY BE ASSURED. The giving of a Proxy does not affect your right to
vote in person in the event you attend the Special Meeting.
By Order of the Board of Directors
September 1, 1998 James W. Foland, Secretary
<PAGE>
INTERCOUNTY BANCSHARES, INC.
48 N. South Street
Wilmington, Ohio 45177
(937) 382-1441
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of InterCounty
Bancshares, Inc. ("InterCounty"), an Ohio corporation, for use at a Special
Meeting of Shareholders of InterCounty to be held at 48 N. South Street,
Wilmington, Ohio, on September 22, 1998, at 9:00 a.m., Eastern Time, and at any
adjournments thereof (the "Special Meeting"). Without affecting any vote
previously taken, the Proxy may be revoked by a shareholder by a later dated
proxy received by InterCounty before the Proxy is exercised or by giving notice
of revocation to InterCounty in writing before the Special Meeting or in open
meeting. Attendance at the Special Meeting will not, of itself, revoke a
Proxy.
Each properly executed Proxy received prior to the Special Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted FOR the adoption of an amendment
to the Second Amended and Restated Articles of Incorporation of InterCounty
(the "Articles") to increase the number of authorized common shares to
6,000,000.
Proxies may be solicited by the directors, officers and other employees of
InterCounty in person or by telephone, telecopy, telegraph or mail only for use
at the Special Meeting, and such Proxies will not be used for any other
meeting. The cost of soliciting Proxies will be borne by InterCounty.
Only shareholders of record as of the close of business on August 20, 1998 (the
"Voting Record Date"), are eligible to vote at the Special Meeting and will be
entitled to cast one vote for each share owned. InterCounty's records disclose
that, as of the Voting Record Date, there were 1,553,933 votes entitled to be
cast at the Special Meeting.
VOTE REQUIRED
The presence, in person or by proxy, of a majority of the issued and
outstanding shares entitled to vote at the Special Meeting is necessary to
establish a quorum at the Special Meeting. Under Ohio law and the Articles,
the affirmative vote of a majority of the outstanding common shares entitled to
be voted at the Special Meeting is necessary to adopt the amendment to the
Articles.
This Proxy Statement is first being mailed to shareholders of InterCounty on or
about September 1, 1998.
<PAGE>
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information with respect to the only
persons known to InterCounty to own beneficially more than five percent of
InterCounty's outstanding common shares as of August 3, 1998:
<CAPTION>
Amount Percent of
Name and Address Beneficially Common Shares
of Beneficial Owner Owned (1) Outstanding
- ------------------- ------------ -------------
<2> <C> <C>
B. Anthony Williams (2) 196,098 12.62%
Janet Williams
6172 U.S. 22 East
Wilmington, Ohio 45177
Brooke A. Williams 89,621 5.77%
148 E. 30th Street
Apartment 5D
New York, New York 10016
Dana L. Williams 90,228 5.81%
6172 U.S. 22 East
Wilmington, Ohio 45177
Lynn A. Williams 89,449 5.76%
4105 Stuart Avenue
Richmond, Virginia 23223
Beth Ellingwood 100,441 6.46%
325 West Sixth Street
Columbus, Ohio 43201
Wilmington College 83,632 5.38%
Fife Avenue
Wilmington, Ohio 45177
The National Bank and 330,666 21.28%
Trust Company and
InterCounty Bancshares, Inc.
Employee Stock Ownership
Plan (3)
48 N. South Street
Wilmington, Ohio 45177
- ----------------------------
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<PAGE>
<FN>
(1) Except as indicated for the shares held by the InterCounty Bancshares,
Inc. Employee Stock Ownership Plan (the "ESOP"), the beneficial owner
has sole voting and dispositive power.
(2) B. Anthony Williams is a director of InterCounty and The National Bank
and Trust Company (the "Bank"), and Janet Williams is his wife. Of the
196,098 shares, 101,685 are held in the name of Mr. Williams, and 94,413
are held in the name of Mrs. Williams.
(3) Such shares are held by the Bank as Trustee for the ESOP. Pursuant to the
ESOP, the Bank, as Trustee, has the power to vote in its sole discretion
all ESOP shares that have not been allocated to the accounts of
participants. At August 3, 1998, 66,881 shares had not been allocated.
The Trustee may dispose of shares held in the ESOP Trust only under
limited circumstances specified in the ESOP.
</FN>
</TABLE>
<TABLE>
The following table sets forth certain information with respect to the number
of common shares InterCounty beneficially owned by each director of
InterCounty and each executive officer of InterCounty whose cash compensation
during 1997 exceeded $100,000 and by all directors and executive officers
of InterCounty as a group as of August 3, 1998:
<CAPTION>
Amount and Nature of
Beneficial Ownership
Sole Voting Percent of
and Shared Voting Common
Investment and Investment Shares
Name Power Power Outstanding
- ---- ----------- -------------- -----------
<S> <C> <C> <C>
S. Craig Beam 891 3,772 .30%
George F. Bush 2,655 - .17
Charles L. Dehner 31,702 (1) 15,790 (2) 3.01
James W. Foland 7,105 - .46
Georgia H. Miller 891 - .06
Darleen M. Myers 4,234 - .27
Robert A. Raizk 6,534 - .42
Timothy L. Smith 38,303 (3) 24,573 (4) 3.96
B. Anthony Williams 101,685 94,413 12.62
R. James Parker 4,324 (5) 4,202 (6) .55
All directors and 207,353 (7) 169,575 (8) 23.31
executive officers of
InterCounty as a group
(13 persons)
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<PAGE>
<FN>
(1) Includes 22,900 shares that may be acquired currently upon the exercise
of options.
(2) Consists of shares allocated to Mr. Dehner's ESOP account, with respect
to which Mr. Dehner has voting but not investment power.
(3) Includes 32,653 shares that may be acquired currently upon the exercise
of options.
(4) Includes 18,407 shares allocated to Mr. Smith's ESOP account, with
respect to which Mr. Smith has voting but not investment power.
(5) Includes 1,900 shares that may be acquired currently upon the exercise
of options.
(6) Consists of shares allocated to Mr. Parker's ESOP account, with respect
to which Mr. Parker has voting but not investment power.
(7) Includes 3,389 shares owned with sole voting and investment power by
three executive officers of the Bank who may be deemed to perform
policy making functions for InterCounty and 5,640 shares that may be
acquired currently by such persons upon the exercise of options.
(8) Includes 310 shares owned with shared voting and investment power by
three executive officers of the Bank who may be deemed to perform policy
making functions for InterCounty and 26,515 shares allocated to the ESOP
accounts of such persons, with respect to which such persons have voting
power.
</FN>
</TABLE>
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<PAGE>
AMENDMENT OF ARTICLES
The Board of Directors recommends that the shareholders adopt a proposed
amendment to Article Fourth of the Articles to increase the number of
authorized common shares from 3,000,000 to 6,000,000. The Board of Directors
recommends such increase in order to ensure flexibility of action with respect
to specific corporate purposes planned by the Board of Directors, as well as
future opportunities not yet contemplated.
If the proposed amendment is adopted, additional common shares will be
available, free from any preemptive rights, for issuance from time to time to
such persons and for such consideration as the Board of Directors may
determine, without necessarily requiring further action by InterCounty's
shareholders. These additional common shares could be used for various
corporate purposes, including stock splits and stock dividends, acquisitions of
other companies, public offerings and stock options and other employee benefit
plans. The Board of Directors currently intends to issue shares in connection
with the acquisition of the Phillips Insurance Agency Group, Inc. The Board of
Directors also expects to declare a two-for-one stock split in the form of a
stock dividend if the proposed amendment is adopted.
If the proposed amendment is adopted, it is not the present intention of the
Board of Directors to seek shareholder approval prior to any issuance of
additional common shares, unless otherwise required by law. Opportunities
often arise that require prompt action, and the delay necessary for shareholder
approval could be detrimental to InterCounty and its shareholders. The
directors do not intend to issue any common shares except on terms the Board of
Directors deems to be in the best interests of InterCounty and its
shareholders.
The proposed increase in the number of authorized shares might be viewed as
having the effect of discouraging an attempt by another person or entity,
through the acquisition of a substantial number of InterCounty's common shares,
to acquire control of InterCounty with a view to imposing a merger, sale of all
or any part of its assets or a similar transaction, because the issuance of new
common shares or the granting of rights to purchase common shares, perhaps on
very favorable terms, could be used to dilute the stock ownership of a person
or entity seeking to obtain control of InterCounty. In addition, although the
Board of Directors at present has no intention of doing so, authorized but
unissued common shares could be issued to a holder that would thereby have
sufficient voting power to assure that the transactions described in Article
Eleventh of the Articles, such as mergers or sales of substantial amounts of
the assets of InterCounty, and any proposal to remove directors or to amend the
Articles to repeal the provisions pertaining to the right of a shareholder to
change the number of directors, would not receive the 80 percent shareholder
vote required therefor by Article Eleventh.
At the Special Meeting, the shareholders will be asked to approve the following
resolution:
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<PAGE>
RESOLVED, that the Second Amended and Restated Articles of InterCounty
Bancshares, Inc., be, and they hereby are, amended by deleting Section
4.01 in its entirety and substituting therefor the following Section 4.01:
Section 4.01. The total number of authorized shares of the
------------- Corporation is six million one hundred thousand
(6,100,000) shares, of which:
(a) Six million (6,000,000), without par value,
shall be of a class of common shares designated
"Common Stock."
(b) Fifty thousand (50,000), without par value,
shall be of a class designated "Class A
Preferred Shares."
(c) Fifty thousand (50,000), without par value,
shall be of a class designated "Class B
Preferred Shares."
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<PAGE>
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in InterCounty's proxy
statement for the 1999 Annual Meeting of Shareholders should be sent to
InterCounty by certified mail and must be received by InterCounty not later
than December 7, 1998. In addition, if a shareholder intends to present a
proposal at the 1999 Annual Meeting without including the proposal in the
proxy materials related to that meeting, and if the proposal is not received
by February 17, 1999, then the proxies designated by the Board of Directors of
InterCounty for the 1999 Annual Meeting of Shareholders of InterCounty may
vote in their discretion on any such proposal any shares for which they have
been appointed proxies without mention of such matter in the proxy statement
or on the proxy card for such meeting.
Management knows of no other business that may be brought before the Special
Meeting. It is the intention of the persons named in the enclosed Proxy to
vote such Proxy in accordance with their best judgment on any other matters
that may be brought before the Special Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU EXPECT
TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND RETURN THE
PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
September 1, 1998 James W. Foland, Secretary
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<PAGE>
REVOCABLE PROXY
INTERCOUNTY BANCSHARES, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 22, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of common shares of InterCounty Bancshares,
Inc. (the "Company"), hereby constitutes and appoints Timothy L. Smith and
Charles L. Dehner, or either of them, the Proxy or Proxies of the undersigned,
with full power of substitution and resubstitution, to attend the Special
Meeting of Shareholders of the Company to be held on September 22, 1998, at 48
N. South Street, Wilmington, Ohio, at 9:00 a.m., Eastern Daylight Savings
Time, and at any adjournment or adjournments thereof, and to vote all of the
common shares of the Company which the undersigned is entitled to vote at such
Special Meeting or at any adjournment or adjournments thereof on each of the
following proposals, which are described in the accompanying Proxy Statement:
1. The adoption of an amendment to the Second Amended and Restated Articles
of Incorporation of InterCounty Bancshares, Inc., to increase the number
of authorized common shares from 3,000,000 to 6,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, upon such other business as may properly come
before the Special Meeting or any adjournment or adjournments thereof.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ADOPTION OF THE
AMENDMENT DESCRIBED IN ITEM NO. 1 AND IN THE DISCRETION OF THE PROXIES ON ANY
OTHER BUSINESS PROPERLY BROUGHT BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT
OR ADJOURNMENTS THEREOF.
All proxies previously given by the undersigned are hereby revoked.
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The undersigned acknowledges receipt of the accompanying Notice of Special
Meeting of Shareholders and Proxy Statement for the September 22, 1998,
meeting.
<PAGE>
Please sign exactly as your name appears hereon.
When shares are registered in two names, both
shareholders should sign. When signing as
executor, administrator, trustee, guardian,
attorney or agent, please give full title as
such. If the shareholder is a corporation,
please sign in full corporate name by President
or other authorized officer. If the shareholder
is a partnership, please sign in partnership
name by authorized person. (Please note any
change of address on this proxy.)
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Signature of Shareholder(s)
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Signature of Shareholder(s)
Dated: , 1998
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTERCOUNTY
BANCSHARES, INC. PLEASE FILL IN, DATE, SIGN AND RETURN IT PROMPTLY USING THE
ENCLOSED ENVELOPE.
If you plan to attend the Special Meeting, please check here. ____
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