<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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
FIRST CITIZENS BAN CORP
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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> 2
FIRST CITIZENS BANC CORP
SANDUSKY, OHIO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 15, 1997
TO THE SHAREHOLDERS:
Notice is hereby given that the annual meeting of the shareholders of
First Citizens Banc Corp ("the Corporation") will be held at its main office,
100 East Water Street, Sandusky, Ohio, on Tuesday, April 15, 1997, at 2:00 p.m.,
E.D.T., for the purpose of considering and voting upon the following:
1. To elect three (3) Class III directors to serve for terms of
three (3) years or until their successors are elected and
qualified.
2. To ratify the appointment of independent auditors for the
calendar year 1997.
3. To consider and act upon the amendment to the Corporation's
Code of Regulations to provide that no Director of the
Corporation shall be of the age of seventy-five (75) years or
more on the date of his election or appointment.
4. To consider and act upon an amendment to the Code of
Regulations of The Citizens Banking Company providing that no
Director of that Corporation shall be of the age of
seventy-two (72) years or more on the date of his election or
appointment, and to create the position of Director Emeritus.
5. To consider and act upon an amendment to the Code of
Regulations of The Castalia Banking Company providing that no
Director of that Corporation shall be of the age of
seventy-two (72) years or more on the date of his election or
appointment, and to create the position of Director Emeritus.
6. To consider and act upon any other matter which may properly
be brought before the meeting or any adjournment thereof.
Only those shareholders of record at the close of business on March 3,
1997, will be entitled to notice of and to vote at the meeting.
There are enclosed herewith a Proxy Statement and form of proxy. It
will be appreciated if you will date and sign the proxy and return it promptly
in the enclosed envelope.
By Order of the Board of Directors
----------------------------------------
Donna J. Dalferro, Secretary
First Citizens Banc Corp
March 12, 1997
<PAGE> 3
FIRST CITIZENS BANC CORP
100 EAST WATER STREET, P. O. BOX 5016
SANDUSKY, OHIO 44870
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 1997
The enclosed proxy is being solicited by the Board of Directors of
First Citizens Banc Corp (the "Corporation") for use at the annual meeting of
shareholders of the Corporation to be held April 15, 1997, at 2:00 p.m., E.D.T.
(and at any adjournments thereof), at the main office of the Corporation, 100
East Water Street, Sandusky, Ohio. This Proxy Statement and the enclosed form of
proxy are being sent to shareholders of the Corporation on March 14, 1997.
The proxy may be revoked by a shareholder at any time before it is
exercised by sending a written notice of revocation to the Secretary, First
Citizens Banc Corp, 100 East Water Street, P. O. Box 5016, Sandusky, Ohio 44870,
or by revoking such proxy in open meeting. Solicitations of proxies may be made
by personal interviews and telephone by Directors and officers of the
Corporation. Brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward solicitation material to the beneficial owners of
the stock held of record by such persons. Expenses for such solicitation will be
borne by the Corporation.
The only class of stock of the Corporation presently outstanding is no
par common stock. The total number of outstanding shares of common stock at the
close of business on March 3, 1997, the record date for the determination of the
shareholders entitled to vote at the meeting, was 3,051,504. In electing
Directors of the Corporation, every shareholder entitled to vote has cumulative
voting rights; that is, the shareholder has the right to multiply the number of
shares that he or she may be entitled to vote by the total number of Directors
to be elected and may cast the entire number of such votes for one candidate or
may distribute them among any two or more candidates. For all other purposes
each share is entitled to one vote.
At the meeting, the shareholders will (i) act upon a proposal to elect
three (3) directors of the Corporation; (ii) consider and act upon the proposal
to ratify the independent auditors for the calendar year 1997; (iii) consider
and act upon the amendment to the Corporation's Code of Regulations to provide
that no Director of the Corporation shall be of the age of seventy-five (75)
years or more on the date of his election or appointment; (iv) consider and act
upon an amendment to the Code of Regulations of The Citizens Banking Company
providing that no Director of that Corporation shall be of the age of
seventy-two (72) years or more on the date of his election or appointment, and
to create the position of Director Emeritus; (v) consider and act upon an
amendment to the Code of Regulations of The Castalia Banking Company providing
that no Director of that Corporation shall be of the age of seventy-two (72)
years or more on the date of his election or appointment, and to create the
position of Director Emeritus; and (vi) consider and act upon any other business
that may be properly brought before the meeting. The Board of Directors of the
Corporation recommends a vote "FOR" for Proposals 2, 3, 4 and 5 described
herein.
The three (3) nominees receiving the highest number of votes cast,
including votes cast cumulatively, shall be elected Class III directors.
A plurality of the votes cast by shareholders in person or by proxy at
the annual meeting will be necessary for approval of Proposals 2, 4, 5 and 6
described herein. A majority vote of all the shares outstanding as of record
date will be necessary for approval of Proposal 3 described herein.
Shares of common stock represented by proxies in the accompanying form
which are properly executed and returned to the Corporation will be voted at the
Annual Meeting of Shareholders in accordance with the Shareholders' instructions
contained in such proxies. Where no such instructions are given, the shares will
be voted for the election of directors as described herein; in support of the
ratification of the independent auditors for the year 1997 as described herein;
in support of the proposed Amendment to the Corporation's Code of Regulations to
provide that no director of the Corporation shall be of the age of seventy-five
(75) years or more on the date of his election or appointment; in support of the
proposed Amendment to the Code of Regulations of The Citizens Banking Company
providing that no director of that Corporation shall be of the age of
seventy-two (72) years or more on the date of his election or appointment, and
to create the position of Director Emeritus; in support of the proposed
Amendment to the Code of Regulations of The Castalia Banking Company providing
that no director of that Corporation shall be of the age of seventy-two (72)
years or more on the date of his election or appointment, and
2
<PAGE> 4
to create the position of Director Emeritus; and, at the discretion of the proxy
holders, on such other matters as may come before the meeting.
The results of votes taken at the Annual Meeting will be disclosed in
the Corporation's Second Quarterly Report for 1997 on Form 10-Q, as filed with
the Securities and Exchange Commission. The disclosure will include, for each
proposal, the number of votes for, the number of votes against and the number of
abstentions. In addition, the disclosure will set forth the number of votes
received by each candidate running for a directorship and the percentage of
their votes as to the total shares outstanding.
The Corporation's business is carried on primarily by its wholly-owned
subsidiaries, The Citizens Banking Company, The Castalia Banking Company, SCC
Resources, Inc., and R. A. Reynolds Appraisal Service, Inc. (the
"Subsidiaries").
PROPOSAL 1
----------
ELECTION OF DIRECTORS
---------------------
INFORMATION CONCERNING DIRECTORS AND NOMINEES
---------------------------------------------
The Code of Regulations of the Corporation provides that the number of
Directors shall be not less than five (5) nor more than twenty-five (25), as
from time to time shall be determined by Resolution of the Board of Directors of
the Corporation. Pursuant to the Code of Regulations, the Board of Directors has
determined that the number of Directors shall be eleven (11). The Code of
Regulations of the Corporation also provides that the Board of Directors shall
be divided into three (3) classes with the term of office (subsequent to the
first term of office of each class) of one class expiring each year. The term of
Class III directors, being three (3) in number, expires in 1997.
The nominees named below are proposed to be elected to hold office for
a term of three (3) years or until the election and qualification of their
successors. The proxies solicited hereby, unless directed to the contrary
therein, will vote for the nominees named below. All of the nominees have
expressed their willingness to serve. The Board of Directors has no reason to
believe that any nominee will be unavailable or unable to serve as a Director,
but if for any reason any of these nominees should not be available or able to
serve, the accompanying proxy will be voted by the persons acting under the
proxy according to the best judgment of the persons named in the proxy. THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF
THE NAMED NOMINEES TO THE CORPORATION'S BOARD OF DIRECTORS.
The following table lists the Directors of the Corporation, their
principal occupations or present positions with the Corporation or the
Subsidiaries, if any, the year they first became Directors of the Corporation,
and their age and the number of shares of the Corporation's common stock
beneficially owned by them, as of December 31, 1996:
<TABLE>
<CAPTION>
Approximate
Name and principal percentage
occupation or employ- Beneficial of out-
men for the past Director Ownership standing
five years Since Age of shares shares
- --------------------- ----- --- --------- ------
NOMINEES FOR THREE (3) YEAR TERM:
- ---------------------------------
<S> <C> <C> <C> <C>
Dean S. Lucal 1973 59 18,760 0.61%
Lucal & McGookey
Attorneys at Law
(1) (10)
W. Patrick Murray 1983 56 286,940 9.40%
Murray & Murray
Attorneys at Law
(2)
Paul H. Pheiffer 1968 71 88,298 2.89%
Chairman, Sandusky Bay
Investment Company, Ltd.
(3)(8)
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
- ------------------------------
<S> <C> <C> <C> <C>
John L. Bacon 1973 71 1,784 0.06%
Chairman of the Board
Mack Iron Works Company
(7) (8) (9)
Mary Lee Close 1983 81 98,312 3.22%
Retired
(4)
Richard B. Fuller 1960 74 8,600 0.28%
Retired
(8) (9)
H. Lowell Hoffman, M.D. 1980 74 21,200 0.69%
Retired
(5) (10)
Lowell W. Leech 1975 70 24,280 0.80%
Chairman of the Board,
Former President of
Citizens Banking Company,
Retired
(6) (7) (10)
George L. Mylander 1965 64 321,439 10.53%
Educator,
Sandusky City Commissioner,
Retired
(8) (9)
David A. Voight 1989 54 6,356 0.21%
President
Citizens Banking Company
Richard O. Wagner 1968 83 15,000 0.49%
Retired
(7)(8)
<FN>
(1) 3,184 shares owned directly by Dean S. Lucal; 3,060 shares held by Dean
S. Lucal self-directed IRA; 8,916 shares owned jointly with spouse,
Martha Jane Lucal; and 3,600 shares owned directly by spouse, Martha
Jane Lucal, IRA.
(2) 77,952 shares owned jointly by W. Patrick Murray with spouse, Louise
Murray; and 16,236 shares owned directly by spouse, Louise Murray. W.
Patrick is one of five trustees of benefit plans holding 66,576 shares
owned by Murray and Murray Company LPA pension plan, and 92,112 shares
owned by Murray and Murray Company LPA profit-sharing plan. In
addition, W. Patrick Murray is a partner in the limited partnership
known as SFOL, holding 34,064 shares.
(3) 4,808 shares held directly by Paul H. Pheiffer; 23,776 shares held by
spouse, Catharine J. Pheiffer; 56,224 shares held by Catharine J.
Pheiffer, Trustee, for J. Richard Dorn Tr.; and 3,490 shares held by
Dorn Industries, Inc.
(4) 96,240 shares owned directly by Mary Lee G. Close; and 2,072 shares
owned by son, David A. Close.
(5) 11,292 shares owned directly by Harry L. Hoffman Trust; 800 shares
owned directly by H. Lowell Hoffman; 100 shares owned directly by
spouse, Helen A. Hoffman; and 9,008 shares owned by National City
Investments for the benefit of H. Lowell Hoffman, IRA.
</TABLE>
4
<PAGE> 6
(6) 10,800 shares owned directly by Lowell W. Leech Trust; 10,800 shares
owned directly by spouse, Betty J. Leech Trust; 800 shares held by
Lowell W. Leech self-directed IRA; and 1,880 shares held by Betty J.
Leech self-directed IRA.
(7) Member of Asset-Liability Committee.
(8) Member of Nominating Committee.
(9) Member of Audit Committee.
(10) Member of Compensation, Benefits and Liability Committee.
OTHER NOMINATIONS
-----------------
Other nominations may be made at the meeting only after at least 14
days' notice has been given in writing according to the procedures set forth in
ARTICLE III, Section 2, of the Code of Regulations of the Corporation that
states:
"Nominations of persons for election to the Board of the Corporation at
a meeting of the stockholders may be made by or at the direction of the
Board of Directors or may be made at a meeting of stockholders by any
stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set
forth in this Section 2 of Article III. Such nominations, other than
those made by or at the direction of the Board, shall be made pursuant
to timely notice in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the Corporation not less
than 14 days nor more than 50 days prior to the meeting; provided,
however, that in the event that less than 21 days' notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholders to be timely must be so
delivered or mailed no later than the close of business on the 7th day
following the day on which day notice of the date of the meeting was
mailed or such public disclosure was made, whichever first occurs, but
in no event shall such timely notice to stockholder nomination be
received by the secretary of the Corporation less than seven (7) days
prior to the stockholder meeting. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, (i) the
name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, and (iii) the
class and number of shares of capital stock of the Corporation which
are beneficially owned by the person; and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as Director
of the Corporation. No person shall be eligible for election as a
Director of the Corporation at a meeting of the stockholders unless
nominated in accordance with the procedures set forth herein. The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance
with the foregoing procedure and the defective nomination shall be
disregarding."
BOARDS AND COMMITTEES
---------------------
It is the policy of the Corporation that its Directors also serve as
Directors of certain of its Subsidiaries. The Board of the Corporation met four
(4) times in 1996; the Board of The Citizens Banking Company met twelve (12)
times in 1996; the Board of The Castalia Banking Company met twelve (12) times
in 1996; and the Board of SCC Resources, Inc. met four (4) times in 1996. All
Directors of the Corporation and its Subsidiaries attended more than 75% of the
total number of meetings of each of the respective Boards of Directors.
The Board of the Corporation has the following standing committees:
Asset-Liability Committee; Nominating Committee; Audit Committee, and
Compensation, Benefits and Liability Committee. Board membership on each of
these committees is indicated by footnote on Page 7. The Asset-Liability
Committee establishes and monitors the volume and mix of the subsidiary banks'
assets and funding sources in an effort to assist in managing and maintaining
the subsidiary banks' profits. The Nominating Committee recommends to the
Corporation's Board of Directors the names of those persons to be proposed for
election as Directors of the Corporation at its Annual Meeting
5
<PAGE> 7
and the names of those persons to be proposed for election as Corporate Officers
at the Corporation's annual organizational meeting. The Audit Committee receives
and reviews on a regular basis the internal audits of the Corporation and its
Subsidiaries, and reviews the drafts of the Corporation's financial statements
received by its independent auditors. The Compensation, Benefits and Liability
Committee recommends annual budgetary levels for employee compensation and
benefits; reviews, and establishes the policies for, all benefit program for the
Corporation and its Subsidiaries; reviews and recommends the affirmative action
plan for the Corporation and its Subsidiaries; and reviews, and makes
recommendations for, all insurance programs for the Corporation and its
Subsidiaries.
COMPENSATION OF DIRECTORS
-------------------------
During 1996 (through March 31), the Directors of the Corporation and
each of its Subsidiaries received a Director's fee at the rate of $375.00 per
Board of Directors meeting attended, excepting that the Directors of the
Corporation received Directors' fees at the rate of $100.00 per Board of
Directors meeting attended when such meeting immediately followed a meeting of
the Board of Directors of The Citizens Banking Company. During the balance of
1996, the Directors of the Corporation and each of its subsidiaries received
Directors' fees at the rate of $400.00 per Board of Directors meeting attended,
excepting that the Directors of the Corporation received Directors' fees at the
rate of $100.00 per Board of Directors meeting attended when such meeting
immediately followed a meeting of the Board of Directors of The Citizens Banking
Company. During 1996, the Directors of the Corporation received $220.00 per
committee meeting attended. Directors who are also Corporation officers or
officers of the Subsidiaries do not receive compensation as director or for
attendance at any committee meetings.
The Corporation and each of its subsidiaries have adopted a
non-qualified Deferred Compensation Plan for each respective Board of Directors.
Pursuant to each such plan, any director of the respective corporation may defer
any or all of the directors fees or committee fees earned by such director
during a particular calendar year. During 1996, one director elected to defer a
portion of his directors fees and committee fees earned as a director of The
Citizens Banking Company.
TRANSACTIONS WITH DIRECTORS, OFFICERS AND ASSOCIATES
----------------------------------------------------
The banking subsidiaries have had and expect to have banking
transactions in the ordinary course of business with directors, officers and
principal shareholders of the Corporation, and associates of such persons, on
substantially the same terms, including interest rates and collaterals, as those
prevailing at the same time for comparable transactions with other persons and
that do not involve more than normal risk of collectibility or present other
unfavorable features. The Corporation and the banking subsidiaries also have had
and expect to have 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. All such loans presently outstanding to directors and executive
officers, including their immediate families and companies in which they are
executive officers, are performing loans.
The Corporation, together with its subsidiaries, has retained the law
firm of Lucal & McGookey as legal counsel for the past several years. During the
calendar year 1996, the Corporation, together with its Subsidiaries, paid Lucal
& McGookey the sum of $59,331.06. It is anticipated that this relationship will
continue during the coming year. Dean S. Lucal is a Director of the Corporation
and certain of its Subsidiaries, and is a partner of Lucal & McGookey.
6
<PAGE> 8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-------------------------------------------------------
Under the provisions of the securities laws of the United States, the
Corporation's Directors, executive officers and any persons holding more than
ten per cent (10%) of the Corporation's stock are required to report their
initial ownership of the Corporation's common stock and any subsequent changes
in their ownership to the Securities and Exchange Commission. Specific due dates
for these reports have been established and the Corporation is required to
disclose, in this Proxy Statement, any failure to file by these dates during
1996. All of these filing requirements were satisfied, other than the late
filing for a single transaction Form 4 reporting for Director, Paul H. Pheiffer.
Such information was filed with the Director's Form 5 filing to the Securities
and Exchange Commission subsequent to January 1, 1997. In making these
disclosures, the Corporation has relied solely on written representations of its
Directors and executive officers and copies of the reports that they have filed
with the Securities and Exchange Commission.
REPORT OF COMPENSATION, BENEFITS AND LIABILITY COMMITTEE
--------------------------------------------------------
Effective January 1, 1996, the Corporation's Compensation, Benefits and
Liability Committee and the Executive Committee of The Citizens Banking Company
recommended, and The Citizens Banking Company Board of Directors increased, the
salary paid to Mr. Voight. The increase reflected the policies of the Committee,
consideration of competitive data on compensation of other bank presidents of
institutions of a similar size as provided by the Ohio Bankers Association and
Crowe Chizek & Company, CPA's compensation surveys and recognition of the
Corporation's performance during 1995. In addition, the Executive Committee
approved compensation increases for all other Executive Officers. Executive
Officer salary increase determinations are based upon an evaluation of such
executive's performance of the prior year.
This report was submitted by the Compensation, Benefits and Liability
Committee members who are:
Lowell W. Leech, Chairman W. Patrick Murray
(Castalia representative)
Richard B. Fuller David H. Strack, D.D.S.
(Citizens representative) (Castalia representative)
H. Lowell Hoffman, M.D. Joyce A. Keller
(Castalia representative)
Dean S. Lucal David A. Voight
(Citizens representative)
EXECUTIVE COMPENSATION
----------------------
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Corporation is required to provide certain data and information in
regard to the compensation and benefits provided to the Corporation's Chairman
of the Board, President and Chief Executive Officer and, if applicable, the four
other most highly compensated Executive Officers, whose compensation exceeded
$100,000 during the Corporation's fiscal year. The disclosure requirements, as
applied to the Corporation, include only the Corporation's and The Citizens
Banking Company's President, Mr. David A. Voight. All disclosures regarding
executive compensation reflect compensation paid by the Corporation's
subsidiaries.
The following table sets forth information as to the cash compensation
paid or accrued by the Corporation or the subsidiary banks during 1996 for the
Chief Executive Officer of the Corporation or the subsidiary banks (no other
executive officers's annual salary and bonus exceeded $100,000):
7
<PAGE> 9
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
-------------------
<TABLE>
<CAPTION>
(1)
Name of Individual Year Salary Bonus Other
and Principal
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David A. Voight,
President of
Corporation and
President and
Chief Executive
Officer of The
Citizens Banking
Company 1996 $114,913 1,717
1995 107,913 1,612
1994 101,413 1,487
1993 95,413 1,178
<FN>
(1) Represents contributions by The Citizens Banking Company to
the 401(k) plan.
</TABLE>
DEFINED BENEFIT PENSION PLAN OF THE CORPORATION
-----------------------------------------------
The Corporation maintains a tax-qualified non-contributory defined
benefit pension plan for its employees. The plan has been adopted by each
subsidiary of the Corporation. All employees who work 1,000 or more hours per
year, have attained age 20-1/2 and have completed at least six months of service
are eligible to participate in the plan. The monthly pension benefit payable to
an employee at normal retirement age (age 65) will be equal to 1.40 percent of
the highest five-year average monthly compensation; plus 0.65 percent of average
monthly compensation in excess of the Social Security covered compensation
amount; multiplied by years of service to a maximum of 35 years of service with
the Corporation or its subsidiaries. For this purpose, an employee's final
average compensation is equal to the average of the monthly compensation paid to
such employee during the period of five consecutive years of service out of the
last ten years of service prior to retirement which results in the highest
average compensation. The compensation taken into account includes all cash
compensation paid. The monthly pension benefit calculated under this formula is
not subject to any offset or reduction for the employee's Social Security
benefit, but is subject to the annual benefit limitation established by the
Internal Revenue Code.
Employees will be eligible to retire and receive monthly benefits under
the pension plan at age 65. In addition, employees may elect to begin receiving
reduced benefits at an earlier age if they become permanently disabled or
qualify for early retirement by attaining age 55 and completing at least 15
years of service. Pension benefits will generally be paid either as joint and
survivor annuities or single life annuities, provided that participating
employees who obtain their spouse's consent may elect to receive their benefits
in one of several other optional forms of benefit, including a lump sum
distribution of the present value of the benefit.
The following table shows the total annual pension benefit that would
be payable as a life annuity with five years of payments guaranteed to an
employee of the Corporation or its Subsidiaries retiring in 1996 at age 65 under
the terms of the pension plan, based on specific assumptions about the
employee's total years of service and the level of the employee's average
compensation during his or her final years of service.
<TABLE>
<CAPTION>
Final Average Years of Service
Annual Compen- 15 20 25 30 35
sation
<S> <C> <C> <C> <C> <C>
$ 40,000 9,773 13,030 16,288 19,546 22,803
60,000 15,923 21,230 26,538 31,846 37,153
80,000 22,073 29,430 36,788 44,146 51,503
100,000 28,223 37,630 47,038 56,446 65,853
120,000 34,373 45,830 57,288 68,746 80,203
</TABLE>
8
<PAGE> 10
DEFINED CONTRIBUTION PLAN
-------------------------
The Corporation also maintains a tax-qualified defined contribution
plan (401(k) Plan) for its employees. The plan has been adopted by each
subsidiary of the Corporation. All employees who work 1,000 hours or more per
year and have completed 90 days of service are eligible to participate in the
plan. Subject to limitations established by the Internal Revenue Code, employees
may defer from 1 percent to 15 percent of salary in any one year. The
Corporation may make a matching contribution for all participants who have
elected to make salary deferral contributions. The amount of the matching
contributions, if any, will be determined each plan year and announced to all
participants. The amount of matching contribution for the years 1996 and 1995
was 25 percent of the salary deferred on the first 6 percent deferred. The
Internal Revenue Code places a limit on the amount of salary deferred
contributions and matching contributions on those employees classed as "highly
compensated". Contributions and matching contributions for highly compensated
employees will be limited to an amount that enables the plan to meet certain
non-discrimination testing.
SUPPLEMENTAL RETIREMENT BENEFIT AGREEMENT
-----------------------------------------
The Citizens Banking Company has a supplemental retirement benefit
agreement (deferred compensation) with Mr. Donald E. Gosser, Senior Vice
President and Treasurer. The deferred benefit agreement will provide a benefit
that, when combined with the benefit provided by The Citizens Banking Company's
deferred benefit pension, will be equal to the amount that would have been
provided by the pension benefit calculation under a previous plan. The pension
benefit calculation of the defined benefit plan was amended December 1, 1989, in
compliance with the Tax Reform Act of 1986. At December 31, 1996, The Citizens
Banking Company has recorded a liability of $50,824 relating to such agreement.
COMPENSATION AND BENEFITS COMMITTEE
-----------------------------------
INTERLOCKS AND INSIDER PARTICIPATION
------------------------------------
Mr. David A. Voight, the Corporation's President, served on the
Compensation and Benefits Committee of the Corporation, which is responsible for
compensation matters (see "Report of Compensation and Benefits Committee").
Although Mr. Voight served on such committee, he did not participate in any
decisions regarding his own compensation as an Executive Officer. Mr. Voight
also served on the Executive Committee of The Citizens Banking Company, which
recommends the salary of the President to the Board of Directors of Citizens.
Mr. Voight, in serving on the Executive Committee and the Board of Directors,
did not participate in discussions nor decision-making relative to his own
compensation.
9
<PAGE> 11
PERFORMANCE REPORT
------------------
The following is a graph comparing the Corporation's cumulative total
shareholder returns with the performance of the NASDAQ Stock Market index (US
Companies) and with the NASDAQ Bank Stocks index in which group the Corporation
is included:
PRINCIPAL SHAREHOLDERS
----------------------
To the Corporation's knowledge, except as noted below, no person or
entity owns beneficially, directly or indirectly, five percent (5%) or more of
the Corporation's common stock as of December 31, 1996:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
---------------- ----------------------- --------
<S> <C> <C>
George L. Mylander 321,439 shares 10.53%
155 Sunset Drive
Sandusky, Ohio
W. Patrick Murray 286,940 shares 9.40%
891 Beachside Lane
Huron, Ohio (See Footnote (2) at
"Information Concerning
Directors and Nominees")
</TABLE>
10
<PAGE> 12
PROPOSAL 2
----------
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
---------------------------------------------------
FOR THE CALENDAR YEAR 1997
--------------------------
The Board of Directors of the Corporation approved the reappointment of
Crowe Chizek & Company to audit its books and accounts for the year 1997, and to
audit the books and accounts of its subsidiaries for the year 1997.
Audit services performed by Crowe Chizek & Company during 1996 included
examination of and reporting on the Corporation's consolidated financial
statements, review and consultation connected with filing annual and periodic
reports for the Corporation and its Subsidiaries, and auditing the Corporation's
defined benefit pension plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" THE RATIFICATION OF APPOINTMENT OF CROWE CHIZEK & COMPANY AS THE
CORPORATION'S INDEPENDENT AUDITORS FOR THE CALENDAR YEAR 1997.
Representatives of the auditors will be present at the annual meeting
to make a statement, if they desire, and to respond to appropriate questions.
PROPOSAL 3
----------
AMENDMENT TO THE CORPORATION'S CODE OF REGULATIONS
--------------------------------------------------
TO PROVIDE THAT NO DIRECTOR SHALL BE
------------------------------------
OF THE AGE OF 75 YEARS OR MORE
------------------------------
The Corporation's Code of Regulations presently contains no age
qualification for serving as a member of the Corporation's Board of Directors.
It is the recommendation of the Board of Directors that the Code of Regulations
of the Corporation be amended to provide that no member of the Corporation's
Board shall be of the age of seventy-five (75) years or more on the date of his
or her election, or the date of his or her appointment in the event of such
appointment to fill a vacancy on such Board. It is also the recommendation of
your Corporation's Board of Directors that such age qualification, should it be
approved by the shareholders, shall not apply to any person who may be serving
as a member of the Board on April 14, 1997.
It is the opinion of the Board of Directors that, as the composition of
the Board changes through the years, a concerted effort should be made to bring
new and fresh ideas to its leadership positions. Doing so will help the
Corporation be competitive in its various fields of endeavor as it proceeds
towards, and into, the twenty-first century. These new ideas of younger
generations can, and will be, represented by young leaders of the community
within which the Corporation's subsidiaries operate. It is the opinion of the
Board that the Corporation's Code of Regulations should incorporate those
provisions that will insure the permanent infusion of such new and young
leadership.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO PROVIDE THAT NO DIRECTOR OF THE CORPORATION SHALL BE OF THE AGE OF
75 YEARS OR MORE ON THE DATE OF HIS ELECTION OR APPOINTMENT.
11
<PAGE> 13
PROPOSAL 4
----------
AMENDMENT TO THE CODE OF REGULATIONS OF THE CITIZENS BANKING
------------------------------------------------------------
COMPANY TO PROVIDE THAT NO DIRECTOR OF THE CITIZENS BANKING
-----------------------------------------------------------
SHALL BE OF THE AGE OF 72 YEARS OR MORE, AND TO ESTABLISH
---------------------------------------------------------
THE POSITION OF DIRECTOR EMERITUS
---------------------------------
The Code of Regulations of The Citizens Banking Company
presently contains no age qualifications for serving as a member of that
Corporation's Board of Directors. It is the recommendation of your Corporation's
Board of Directors that the Code of Regulations of The Citizens Banking Company
be amended to provide that no member of such Corporation's Board shall be of the
age of seventy-two (72) years or more on the date of his or her election, or the
date of his or her appointment in the event of such appointment to fill a
vacancy on such Board. It is also the recommendation of your Corporation's Board
of Directors that the age qualification of Citizens' board members, should it be
approved by the shareholders, shall not apply to any person who may be serving
as a member of such Board on April 14, 1997. So that the experience of those
directors who have reached the age of seventy-two (72) may still be brought to
the Board of Directors' table, it is also the recommendation of your Board of
Directors that the position of Director Emeritus be established to which former
members of Citizens' Board of Directors may be elected.
It is the opinion of your Board of Directors that, as is the
case with this Corporation, an effort must be made to bring representation of
younger generations to the Citizens' Board of Directors. The ideas of this young
leadership group will help The Citizens Banking Company compete in its market
area in the rapidly changing banking industry. It is, thusly, the opinion of the
Board of Directors that these amendments to the Code of Regulations of The
Citizens Banking Company will insure that the new and fresh ideas of our young
leaders will be drawn upon and, at the same time, the ideas and experience of
our retired directors will not be lost.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE AMENDMENT TO PROVIDE THAT NO DIRECTOR OF THE CITIZENS BANKING COMPANY
SHALL BE OF THE AGE OF 72 YEARS OR MORE ON THE DATE OF HIS OR HER ELECTION OR
APPOINTMENT, AND TO PROVIDE FOR THE ESTABLISHMENT OF THE POSITION OF DIRECTOR
EMERITUS.
12
<PAGE> 14
PROPOSAL 5
----------
AMENDMENT TO THE CODE OF REGULATIONS OF THE CASTALIA BANKING
------------------------------------------------------------
COMPANY TO PROVIDE THAT NO DIRECTOR OF THE CASTALIA BANKING
-----------------------------------------------------------
COMPANY SHALL BE OF THE AGE OF 72 YEARS OR MORE, AND
----------------------------------------------------
TO ESTABLISH THE POSITION OF DIRECTOR EMERITUS
----------------------------------------------
The Code of Regulations of The Castalia Banking Company presently
contains no age qualifications for serving as a member of that Corporation's
Board of Directors. It is the recommendation of your Corporation's Board of
Directors that the code of Regulations of The Castalia Banking Company be
amended to provide that no member of such Corporation's Board shall be of the
age of seventy-two (72) years or more on the date of his or her election, or the
date of his or her appointment in the event of such appointment to fill a
vacancy on such Board. It is also the recommendation of your Corporation's Board
of Directors that the age qualification of Castalia's board members, should it
be approved by the shareholders, shall not apply to any person who may be
serving as a member of such Board on April 14, 1997. It is also the
recommendation of your Board of Directors that the position of Director Emeritus
for The Castalia Banking Company be established to which former members of the
Castalia Board may be elected, thus assuring that the experience and expertise
of those directors who have reached the age of seventy-two (72) years will not
be lost.
It is the opinion of your Board of Directors that representatives of
our younger generation must be brought to the Castalia Banking Company board
table to insure the ability of that financial institution to compete in this
highly competitive banking industry. Having these representatives available to
the Bank will insure that the ideas of that portion of the consuming public will
be heard in helping set new directions for the Bank as it enters the new
century. At the same time, by the establishment of the Director Emeritus
position, the ideas of our older generation will also be present at the board
table.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO PROVIDE THAT NO DIRECTOR OF THE CASTALIA BANKING COMPANY SHALL BE
OF THE AGE OF 72 YEARS OR MORE ON THE DATE OF HIS OR HER ELECTION OR
APPOINTMENT, AND TO PROVIDE FOR THE ESTABLISHMENT OF THE POSITION OF DIRECTOR
EMERITUS.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
---------------------------------------------
Any proposal that a shareholder wishes to have included in the proxy
material relating to the annual meeting to be held in 1998 must be received by
the Secretary no later than February 15, 1998.
OTHER MATTERS
-------------
The Board of Directors knows of no other business to be presented at
the meeting. If, however, any other business should properly come before the
meeting, or any adjournment thereof, it is intended that the proxy will be voted
with respect thereto according to the best judgment of the persons named in the
proxy.
ANNUAL REPORT
-------------
The Corporation's Annual Report is not intended to be a part of this
Proxy Statement. The Corporation's Annual Report, a consolidation of the report
of operations of the Corporation and Annual Report on Form 10-K (as required
under the terms of the Securities Exchange Act of 1934), for the calendar year
1996 will be presented at the annual meeting, and a copy has been mailed to
shareholders with this Proxy Statement. Additional copies of such Corporation's
Annual Report are available to shareholders without charge upon request to James
O. Miller, Senior Vice President and Controller, First Citizens Banc Corp, 100
East Water Street, Sandusky, Ohio 44870.
By Order of the Board of Trustees
----------------------------
Donna J. Dalferro, Secretary
13
<PAGE> 15
FIRST CITIZENS BANC CORP
OF SANDUSKY, OHIO
P R O X Y
<TABLE>
<S> <C> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND UNLESS OTHERWISE
MARKED WILL BE VOTED FOR ALL PROPOSALS.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder(s) of
First Citizens Banc Corp (hereinafter called "Corporation"), of Sandusky, Ohio,
hereby constitute(s) Richard O. Wagner, Paul H. Pheiffer and Leland J. Welty, or
each of them, proxies and attorneys of the undersigned, with full power of
substitution and revocation, for and in the name of the undersigned, to attend
the Ninth Annual Meeting of the Shareholders of said Corporation to be held
April 15, 1997, at 2:00 P.M. E.D.T. and any adjournment or adjournments thereof,
and thereat to vote, including the right to vote cumulatively at their
discretion, as specified below:
1. On the election of three (3) Directors (Class III) to hold the office for
a term expiring at the Annual Meeting 2000:
- FOR all nominees listed below (Except, to withhold authority
to vote for any individual nominee, write that nominee's name
on the space marked "Exceptions" provided below.)*
- WITHHOLD AUTHORITY to vote for all nominees listed below,
CLASS III Dean S. Lucal W. Patrick Murray Paul H. Pheiffer
*Exceptions:
-------------------------------------------------
2 PROPOSAL to ratify the appointment of Crowe Chizek & Company as the
corporation's independent auditors for the calendar year 1997:
[ ] FOR the ratification of the appointment of such auditors. [ ] AGAINST the ratification of the appointment of such auditors.
3. PROPOSAL to amend the Code of Regulations of the Corporation to provide that no member of the Corporation's Board of
Directors shall be of the age of seventy-five (75) years or more on the date of his election or his appointment.
[ ] FOR THE PROPOSAL [ ] AGAINST THE PROPOSAL [ ] ABSTAIN
4. PROPOSAL to direct the Corporation's President to vote the Corporation's shares in The Citizens Banking Company ("Citizens")
in favor of an amendment to Citizens' Code of Regulations to provide that no member of Citizens Board of Directors shall be
of the age of seventy-two (72) years or more on the date of his election or appointment, and to create the position of
Director Emeritus.
[ ] FOR THE PROPOSAL [ ] AGAINST THE PROPOSAL [ ] ABSTAIN
5. PROPOSAL to direct the Corporation's President to vote the Corporation's shares in The Castalia Banking Company ("Castalia")
in favor of an amendment to Castalia's Code of Regulations to provide that no member of Castalia's Board of Directors shall
be of the age of seventy-two (72) years or more on the date of his election or appointment, and to create the position of
Director Emeritus.
[ ] FOR THE PROPOSAL [ ] AGAINST THE PROPOSAL [ ] ABSTAIN
6. To transact such other business as may properly come before the meeting or any adjournment thereof.
</TABLE>
The Board of Directors recommends that shareholders vote "FOR" the
nominees listed above. The Board of Directors recommends that the shareholders
vote "FOR" the Proposals hereinabove described. IF NO SPECIFIED VOTE IS GIVEN,
THIS PROXY WILL BE VOTED IN FAVOR OF SAID PROPOSALS. If any other business is
presented at said meeting, the proxy shall be voted in accordance with the
recommendations of management. All shares represented by properly executed
proxies will be voted as directed. This proxy is solicited on behalf of the
Board of Directors and may be revoked prior to its exercise by either written
notice or notice in person at the meeting, or by a subsequently dated proxy.
Dated:
---------------------------------------
---------------------------------------------
---------------------------------------------
(If shares are held in names of two or more
persons, all should sign. When signing in a
fiduciary capacity or as a corporation
officer, please give your full title as
such.)
