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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:
<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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
First Citizens Banc Corp
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
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FIRST CITIZENS BANC CORP
SANDUSKY, OHIO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
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 18, 2000, at 2:00 p.m.,
E.D.T., for the purpose of considering and voting upon the following:
1. To elect four (4) Class III directors to serve for terms of
three (3) years or until their successors are elected and
qualified.
2. To adopt the First Citizens Banc Corp 2000 Stock Option and
Stock Appreciation Rights Plan.
3. To ratify the appointment of independent auditors for the
calendar year 2000.
4. 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
3,2000, 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 17, 2000
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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 18, 2000
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 18, 2000, 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 17, 2000.
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, 2000, the record date for determination of the
shareholders entitled to vote at the meeting, was 4,131,119.
Under the General Corporations Law of Ohio, each shareholder will have
cumulative voting rights in the election of directors if any shareholder gives
written notice to the President, Secretary or any Vice President of the
Corporation (not less than forty-eight hours before the meeting if at least ten
days notice of the meeting has been given) that the shareholder desires to
cumulate votes in the election of directors. Cumulative voting allows the
shareholder 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 to cast the entire
number of such votes for one candidate or to distribute them among any two or
more candidates. If a shareholder properly requests cumulative voting, the
persons named in the accompanying proxy intend to vote the proxies they receive
cumulatively allocating the votes as they deem best. For all other purposes each
share is entitled to one vote.
At the meeting, the shareholders will (i) act upon a proposal to elect
four (4) directors of the Corporation; (ii) act upon a proposal to adopt the
First Citizens Banc Corp 2000 Stock Option and Stock Appreciation Rights Plan;
(iii) consider and act upon the proposal to ratify the independent auditors for
the calendar year 2000; and (iv) 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 Proposal 2 described herein.
The four (4) nominees receiving the highest number of votes cast,
including votes cast cumulatively, shall be elected Class III directors. The
affirmative vote of a majority of the shares present and voting at the meeting
on this issue is necessary to adopt the Stock Option Plan. THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ADOPTION OF
THE STOCK OPTION PLAN. A plurality of the votes cast by shareholders in person
or by proxy at the annual meeting 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
2000 Stock Option and Stock Appreciation Rights Plan described herein; in
support of the ratification of the independent auditors for the year 2000 as
described herein; and, at the discretion of the proxy holders, on such other
matters as may come before the meeting. Abstentions will be deemed to be present
for the purposes of determining a quorum for the meeting, but will not have any
effect on the issues or matters to which they apply. Brokers who have not
received voting instructions from beneficial owners generally may vote in their
discretion with respect to the election of directors and the ratification of
auditors. Broker non-votes will not affect the outcome of any matter for which
the 2000 annual meeting has been called.
The results of votes taken at the Annual Meeting will be disclosed in
the Corporation's Second Quarterly Report for 2000 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.
2
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[LOGO FIRST CITIZENS BANC CORP]
Sandusky, Ohio
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
PLEASE COMPLETE, DATE, SIGN AND MAIL THE
DETACHED PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
YOU CAN VOTE IN ONE OF THREE WAYS: 1) BY MAIL, 2) BY PHONE, 3) BY INTERNET.
See the reverse side of this sheet for instructions.
IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF PROXY
CARD, DETACH AND RETURN IN THE ENCLOSED ENVELOPE TO:
Illinois Stock Transfer Co.
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
DETACH PROXY CARD HERE
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. The undersigned hereby revokes any and all proxies
heretofore given with respect to the shares of Common Stock held of record by
the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for the
Annual Meeting and an Annual Report for the 1999 fiscal year.
Signature
_____________________________
Signature
_____________________________
Date , 2000
____________________________
Please sign exactly as your name appears above. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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TO VOTE BY MAIL
To vote by mail, complete both sides, sign and date the proxy card below. Detach
the card below and return it in the envelope provided.
TO VOTE BY TELEPHONE
Your telephone vote is quick, confidential and immediate. Just follow these easy
steps:
1. Read the accompanying Proxy Statement.
2. Using a Touch-Tone telephone, call Toll Free 1-800-555-8140 and follow
the instructions.
3. When asked for your Voter Control Number, enter the number printed just
above your name on the front of the proxy card below.
Please note that all votes cast by telephone must be submitted prior to midnight
Central Time, April 16, 2000.
Your Telephone vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.
IF YOU VOTE BY TELEPHONE PLEASE NO NOT RETURN YOUR PROXY CARD BY MAIL
TO VOTE BY INTERNET
Your internet vote is quick, confidential and your vote is immediately
submitted. Just follow these easy steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet voting Site at http://www.eproxyvote.ist-fcicm/ and
follow the instruction on the screen.
3. When prompted for your Voter Control Number, enter the number printed
just above your name on the front of the proxy card.
Please note that all votes cast by Internet must be submitted prior to midnight
Central Time, April 16, 2000.
Your Internet vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.
THIS IS A "SECURED" WEB PAGE SITE. YOUR SOFTWARE AND/OR INTERNET PROVIDER MUST
BE "ENABLED" TO ACCESS THIS SITE. PLEASE CALL YOUR SOFTWARE OR INTERNET PROVIDER
FOR FURTHER INFORMATION.
IF YOU VOTE BY INTERNET PLEASE DO NOT RETURN YOUR PROXY CARD BY MAIL
FIRST CITIZENS BANC CORP OF SANDUSKY, OHIO PROXY
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. Wetty, 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 Thirteenth Annual Meeting of said Corporation
to be held April 18, 2000, at 2:00 P.M. E.D.T. and any adjournments thereof, and
thereat to vote, including the right to vote cumulatively at their discretion,
as specified below:
1. On the election of four (4) Directors (Class III) to serve for terms of
three (3) years or until their successors are elected and qualified:
[ ] 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 Blythe A. Friedley Dean S. Lucal W. Patrick Murray
--------- Paul H. Pheiffer
(*) Exceptions:
2. PROPOSAL to adopt the First Citizens Banc Corp 2000 Stock Option and Stock
Appreciation Rights Plan.
[ ] FOR the ratification of the Stock Option & Stock Appreciation Rights
Plan.
[ ] AGAINST the ratification of the Stock Option & Stock Appreciation
Rights Plan.
3. PROPOSAL to ratify the appointment of Crowe Chizek & Company as the
corporation's independent auditors for the calendar year 2000:
[ ] FOR the ratification of the appointment of such auditors.
[ ] AGAINST the ratification of the appointment of such auditors.
4. To consider and act upon any other matter which may properly be brought
before the meeting or any adjournment thereof.
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.
(to be signed on the other side)
