SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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(as permitted by Rule 14a-6(e)(2))
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OHIO VALLEY BANC CORP.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 10, 2002
TO OUR SHAREHOLDERS:
We take pleasure in inviting you to our Annual Meeting of Shareholders, which
will be held on Wednesday, April 10, 2002, at 5:00 p.m., Eastern Daylight Time,
at the Morris and Dorothy Haskins Ariel Theatre, 426 Second Avenue, Gallipolis,
Ohio.
The Annual Meeting will be held for the purpose of electing Directors and
transacting such other business as may properly be brought before it. At the
meeting, we shall also report to you on our operations during the past year and
plans for the future.
The close of business on March 13, 2002 has been fixed as the record date for
determination of shareholders entitled to notice of the Annual Meeting and to
vote at the Annual Meeting or any adjournment thereof.
The formal notice of Annual Meeting, the Proxy Statement and a proxy card are
enclosed. After reading the Proxy Statement, will you please promptly fill in,
sign and return to us the enclosed proxy card in the envelope provided. In lieu
of returning the enclosed proxy card, you may vote by either visiting the
proxyvote.com web site or calling the toll-free number on the proxy card. Polls
will close promptly at 5:00 p.m. on the day of the Annual Meeting, April 10,
2002. We urge you to vote to insure that your shares are represented.
Last year, more than 78% of the Company's shares were represented in person or
by proxy at the Annual Meeting. The Company appreciates this interest on your
part.
We hope to see many of you in person at the Annual Meeting. There will be a
social hour beginning at 4:00 p.m. Hors D'oeuvres and beverages will be served,
and we hope you will take this opportunity to become acquainted with the
officers and Directors of your Company.
Sincerely,
James L. Dailey Jeffrey E. Smith
Chairman of the Board President and Chief Executive Officer
Dated: March 20, 2002
OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, April 10, 2002
5:00 p.m.
Gallipolis, Ohio
March 20, 2002
To the Shareholders of
Ohio Valley Banc Corp.
Notice is hereby given that the Annual Meeting of Shareholders of Ohio
Valley Banc Corp. (the "Company") will be held at the Morris and Dorothy Haskins
Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, the 10th day
of April, 2002, at 5:00 p.m., Eastern Daylight Time, for the following purposes:
1. To elect three Directors of the Company to serve for three-year
terms until the 2005 Annual Meeting of Shareholders and until
their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
Holders of common shares of the Company of record at the close of
business on March 13, 2002, will be entitled to vote at the meeting. If you
attend the Annual Meeting and desire to revoke your proxy, you may do so and
vote in person. Attendance at the Annual Meeting will not, in and of itself,
constitute revocation of a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
James L. Dailey
Chairman of the Board
Jeffrey E. Smith
President and Chief Executive Officer
OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631
March 20, 2002
PROXY STATEMENT
This Proxy Statement is first being mailed on or about March 20, 2002,
to all shareholders of record at the close of business on March 13, 2002,
regarding the Annual Meeting of Shareholders of Ohio Valley Banc Corp. (the
"Company") to be held at the Morris and Dorothy Haskins Ariel Theatre, 426
Second Avenue, Gallipolis, Ohio, on Wednesday, April 10, 2002, at 5:00 p.m.,
Eastern Daylight Time (the "Annual Meeting").
Proxy Solicitation
A proxy for use at the Annual Meeting accompanies this Proxy Statement
and is solicited by the Board of Directors of the Company. A shareholder of the
Company may use his proxy if he is unable to attend the Annual Meeting in person
or wishes to have his common shares voted by proxy even if he does attend the
Annual Meeting. Without affecting any vote previously taken, any shareholder
executing a proxy may revoke it at any time before it is voted by (1) filing
with the Secretary of the Company, at the address of the Company set forth on
the cover page of this Proxy Statement, written notice of such revocation; (2)
executing a later-dated proxy which is received by the Company prior to the
Annual Meeting; or (3) attending the Annual Meeting and giving notice of such
revocation in person. Attendance at the Annual Meeting will not, in and of
itself, constitute revocation of a proxy.
The cost of this solicitation will be borne by the Company. Although
the solicitation of proxies will be made primarily by mail, proxies may also be
solicited by some of the Company's Directors, officers, and regular employees
who may communicate with shareholders by further mailings, by telephone or by
personal contact to request the return of the proxies.
The Annual Report of the Company for the fiscal year ended December 31,
2001, including financial statements, is enclosed with this Proxy Statement.
Voting Securities and Principal Holders Thereof
Only shareholders of record at the close of business on March 13, 2002,
are entitled to vote at the Annual Meeting. As of February 12, 2002, the Company
had 3,462,862 outstanding common shares, without par value ("Common Shares").
Each Common Share entitles the holder thereof to one vote on each matter
submitted to the shareholders at the Annual Meeting. Additional Common Shares,
which are currently authorized but not issued, may be issued by the Company
prior to March 13, 2002, for a variety of purposes, including pursuant to the
voluntary purchase provisions of the Company's Dividend Reinvestment Plan. These
additional Common Shares which may be issued after February 12, 2002, but prior
to March 13, 2002, would be entitled to the same voting rights as referenced
above.
1
Principal Shareholder of the Company
The following table indicates the only holder known by the Company to
be the beneficial owner of more than five percent (5%) of the outstanding Common
Shares of the Company.
No. of Common Shares and Percent of
Name and Address Nature of Beneficial Ownership Class (1)
---------------- ------------------------------ ---------
Morris E. Haskins
1 Vine Street
Gallipolis, Ohio 45631 233,782 (2) 6.75%
(1) The percent of class is based upon 3,462,862 Common Shares outstanding as
of February 12, 2002.
(2) Based on information contained in a Schedule 13G filing with the Securities
and Exchange Commission, dated February 25, 2002, Morris E. Haskins
beneficially owns 233,782 Common Shares. That filing shows Mr. Haskins has
sole voting and investment power over 233,782 Common Shares.
The following table indicates, as of February 12, 2002, the number and
percentage of outstanding Common Shares of the Company beneficially owned by
each Director of the Company, by each nominee for election to the Board of
Directors, and by all Directors and Executive Officers of the Company as a
group.
No. of Common Shares and Percent of
Name and Address Nature of Beneficial Ownership* Class
---------------- ------------------------------- ----------
Phil A. Bowman 46,231 1.34%
20 Robin Hill
Jackson, Ohio 45640
W. Lowell Call 15,122 .44%
399 Maple Drive
Gallipolis, Ohio 45631
Steven B. Chapman 1,173 .03%
544 Second Avenue
Gallipolis, Ohio 45631
James L. Dailey 24,901 .72%
445 Third Avenue
Gallipolis, Ohio 45631
Robert H. Eastman 59,432 1.72%
4551 State Route 588
Gallipolis, Ohio 45631
2
Merrill L. Evans 48,763 1.41%
2362 East Bethel Church Road
Gallipolis, Ohio 45631
Jeffrey E. Smith** 14,815 .43%
20 Cedar Street
Gallipolis, Ohio 45631
Lannes C. Williamson 2,950 .09%
2764 U S 35 South
Southside, West Virginia 25187
Thomas E. Wiseman 10,349 .30%
619 Fourth Avenue
Gallipolis, Ohio 45631
All Directors and Executive 234,314 6.77%
Officers as a Group
(11 persons)
* Included are Common Shares owned by each Director, each nominee, each
Executive Officer and, in certain instances, by his spouse and minor
children. Also included in the Common Shares listed for Mr. Smith are Common
Shares allocated to the Company's Employee Stock Ownership Plan.
** Executive Officer of the Company and/or The Ohio Valley Bank Company (the
"Bank").
PROXY ITEM 1: ELECTION OF DIRECTORS
The Company's Board of Directors consists of nine (9) members divided
into three (3) classes. The terms of office of three (3) Directors of one (1)
class expire at the Annual Meeting. Directors elected at the Annual Meeting
shall serve a three (3) year term until the 2005 Annual Meeting of Shareholders
and until their respective successors are elected and qualified. The individuals
named as proxies in the enclosed proxy card intend to vote the Common Shares
represented by the proxies received under this solicitation for the nominees
named below who have been designated by the Board of Directors, unless otherwise
instructed on the proxy card.
The Board of Directors of the Bank has followed a policy that a
Director of the Bank shall retire at the Annual Meeting of Shareholders
following the calendar year in which the Director attains the age of 70. The
policy does not apply to any member of the Board of the Bank who was a member of
the Board on December 2, 1980, the date of the adoption of this policy, except
for Merrill Evans, who has specifically requested that this policy apply to his
tenure on the Board of the Bank. In observance of this policy, a Director of the
Company will not stand for re-election as a Director of the Company following
the completion of the term during which he attains the age of 70.
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Article Two of the Company's Code of Regulations prescribes the method
for a shareholder to nominate a candidate for election to the Board of
Directors. Nominations, other than those made by or on behalf of the existing
Board of Directors of the Company, must be made in writing and must be delivered
or mailed to the President of the Company not less than 14 days, nor more than
50 days, prior to any meeting of shareholders called for the election of
Directors. Such notification must contain the following information:
a. name and address of each proposed nominee;
b. principal occupation of each proposed nominee;
c. total number of shares of capital stock of the Company that will be
voted for each proposed nominee;
d. name and residence address of the notifying shareholder; and
e. number of shares of capital stock of the Company owned by the notifying
shareholder.
As of the date of this Proxy Statement, no persons have been so nominated for
election at this Annual Meeting.
The table below sets forth information concerning the age, principal
occupation and employment and business experience of each nominee for election
as Director and each Director who will continue to serve after the Annual
Meeting.
If for any reason, any nominee named below should not be a candidate
for election at the time of the Annual Meeting, the proxies may be voted for a
substitute nominee in the discretion of those persons designated by the Board to
serve as proxies. The Company's Management has no reason to believe that any
nominee will be unavailable. The three (3) nominees receiving the greatest
number of votes will be elected. Common Shares represented by the enclosed proxy
card will be voted FOR the election of the board of directors' nominees named
below unless authority to vote for one or more nominees is withheld.
Shareholders may withhold authority to vote for the entire slate as nominated or
one or more nominees. Common Shares as to which the authority to vote is
withheld will not be counted toward the election of Directors or toward the
election of the individual nominees specified on the form of proxy.
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Director
Director of the
of the Company
Name Age Principal Occupation* Bank Since Since
---- --- --------------------- ---------- ------
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2005
Phil A. Bowman** 56 Mining Consultant and 1997 1999
Developer
W. Lowell Call**/*** 65 Retired Officer of 1986 1992
Bob Evans Farms, Inc.
(Restaurant and Food
Production Industry)
James L. Dailey 67 Chairman of the Board 1970 1992
of the Company and
the Bank
The Board of Directors recommends that shareholders vote FOR the election of the
above nominees.
DIRECTORS WITH TERMS EXPIRING IN 2003
Merrill L. Evans 69 Real Estate Developer, 1979 1992
Farmer and President,
Evans Enterprises, Inc.
Lannnes C. Williamson** 57 President, 1997 2000
L. Williamson Pallets, Inc.
(Sawmill; Pallet Manufacturing;
and Wood Processing)
Thomas E. Wiseman*** 43 President, 1992 1992
The Wiseman Agency, Inc.
(Insurance and Financial Services)
DIRECTORS WITH TERMS EXPIRING IN 2004
Steven B. Chapman** 55 Certified Public Accountant 1999 2001
(Public Accounting Practice;
Real Estate Holding & Management)
Robert H. Eastman*** 61 President of Ohio 1986 1992
Valley Supermarkets, Inc.
(Retail Grocery Stores)
Jeffrey E. Smith 52 President and 1986 1992
Chief Executive Officer of
the Company and the
Bank
* Each of the Directors has held the respective position with the Company
or the other companies listed for a period of at least five years.
** Member of the Audit Committee of the Company. The Audit Committee is
also charged by Ohio law with responsibility for the Bank's audit. The
Committee met twelve (12) times during 2001. The Bank's annual audit is
reviewed by the entire Board of Directors. Neither the Board of the
Company nor the Board of the Bank has a standing Nominating Committee,
or a committee performing similar functions.
*** Member of the Compensation Committee of the Company. The Compensation
Committee establishes the compensation of Executive Officers of the
Bank. The Compensation Committee met seven (7) times during 2001.
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During the past year, the Board of Directors of the Company met ten
(10) times. Each of the Directors attended more than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by Board
committees on which he served during the year, except for Mr. Bowman who
attended sixty-eight (68) of ninety-one (91) meetings which is 74.73%.
Remuneration of Executive Officers
The following table shows, for the three fiscal years ended December
31, 2001, compensation paid by the Company for services in all capacities to the
following executive officers of the Company who earned salary and bonus in
excess of $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------------------------------------------------------------------
Name and Principal Year Salary(1) Bonus(2) All Other Compensation
Position ($) ($) ($)
--------------------------------------------------------------------------------
James L. Dailey 2001 $108,373 $27,681 $1,557 (3)
Chairman of the 2000 105,077 81,628 14,008
Board of the Company 1999 100,244 93,819 11,297
and the Bank
Jeffrey E. Smith 2001 $122,009 $81,093 $11,484 (4)
President and Chief 2000 96,994 81,304 13,026
Executive Officer of the 1999 94,572 87,028 10,528
Company and the Bank
E. Richard Mahan 2001 $58,812 $44,621 $6,457 (5)
Executive Vice President 2000 42,767 41,935 6,576
and Secretary of the 1999 40,611 45,228 5,789
Company and the Bank
Larry E. Miller 2001 $58,327 $44,621 $6,806 (6)
Executive Vice President 2000 42,000 41,935 6,357
and Treasurer of the 1999 39,227 45,627 5,591
Company and the Bank
(1) "Salary" for Mr. Dailey during 2001 consists of Outside Chairman
Compensation of $68,500; Executive Committee Fees of $24,000; and
Director's Fees of $6,000. "Salary" for Mr. Smith during 2001includes
Director's fees in the amount of $3,600. Messrs. Dailey and Smith received
Director's fees in the amount of $2,400 per year during each of 2000 and
1999 fiscal years. Messrs. Mahan and Miller received no fees for fiscal
years 2001, 2000 and 1999.
(2) "Bonus" includes Director's Bonus received by Messrs. Dailey and Smith
during each of 2001, 2000 and 1999 fiscal years in the amounts of $13,221,
$12,977 and $14,499, respectively.
(3) Includes $1,557 of premium paid by the Company for a life insurance policy
on the life of Mr. Dailey, pursuant to the terms of the Company's group
life insurance contracts.
(4) Includes $2,233 allocated to Mr. Smith pursuant to Company contributions
and reallocated forfeitures under the Ohio Valley Banc Corp. Profit Sharing
Plan; $1,728 allocated to Mr. Smith pursuant to Company contributions and
reallocated forfeitures under the 401-K plan which is provided for under
the Ohio Valley Banc Corp. Profit Sharing Plan; $7,091 allocated to Mr.
Smith pursuant to Company contributions and reallocated forfeitures under
the Ohio Valley Banc Corp. Employee Stock Ownership Plan and $432 of
premium paid by the Company for a life insurance policy on the life of Mr.
Smith, pursuant to the terms of the Company's group life insurance
contracts.
6
(5) Includes $1,247 allocated to Mr. Mahan pursuant to Company contributions
and reallocated forfeitures under the Ohio Valley Banc Corp. Profit Sharing
Plan; $965 allocated to Mr. Mahan pursuant to Company contributions and
reallocated forfeitures under the 401-K plan which is provided for under
the Ohio Valley Banc Corp. Profit Sharing Plan; $3,960 allocated to Mr.
Mahan pursuant to Company contributions and reallocated forfeitures under
the Ohio Valley Banc Corp. Employee Stock Ownership Plan and $285 of
premium paid by the Company for a life insurance policy on the life of Mr.
Mahan, pursuant to the terms of the Company's group life insurance
contracts.
(6) Includes $1,359 allocated to Mr. Miller pursuant to Company contributions
and reallocated forfeitures under the Ohio Valley Banc Corp. Profit Sharing
Plan; $1,051 allocated to Mr. Miller pursuant to Company contributions and
reallocated forfeitures under the 401-K plan which is provided for under
the Ohio Valley Banc Corp. Profit Sharing Plan; $4,315 allocated to Mr.
Miller pursuant to Company contributions and reallocated forfeitures under
the Ohio Valley Banc Corp. Employee Stock Ownership Plan and $81 of premium
paid by the Company for a life insurance policy on the life of Mr. Miller,
pursuant to the terms of the Company's group life insurance contracts.
Compensation of Directors
No member of the Board of Directors of the Company received
remuneration in 2001 for his services as such. All of the Directors of the
Company serve as Directors of the Bank. In 2001, each individual who was not a
salaried officer of the Bank received $500 per month for his service as a member
of the Board of Directors of the Bank; in 2000 and 1999 those individuals
received $300 per month. Directors who were employees of a subsidiary of the
Company received $300 per month in 2001 and $200 per month during 2000 and 1999
for their services. The Bank Board met thirteen (13) times in 2001. In addition,
it is the practice of the Bank to pay a bonus to its Directors based upon the
performance of the Bank. In 2001, each active Director of the Bank received a
bonus of $13,221. In 2000, each active Director of the Bank received a bonus of
$12,977. For 1999, each active Director of the Bank received a bonus of $14,499.
The bonus figures were pro-rated for time served for new Directors of the Bank
and specifically includes amounts participating Directors may have chosen to
defer under the Company's deferred compensation plan for Directors and Executive
Officers implemented in 1996. Each active member of the Executive Committee
received an additional $38,460 in 2001, $35,569 in 2000 and $37,453 in 1999 for
their service as members of the Executive Committee of the Board of Directors of
the Bank, which met fifty-two (52) times in 2001, fifty (50) times in 2000 and
fifty-two (52) times in 1999. This figure was pro-rated for time served for new
members. Executive Committee members who are employees of the Bank receive no
compensation for serving on the Executive Committee. The Company maintains a
life insurance policy with a death benefit of two times annual Director fees
reduced by 35% at age 65 and reduced by 50% at age 70.
In December 1996, life insurance contracts were purchased by the
Company for certain Executive Officers. The Company is the owner of the
contracts. One of the purposes of these contracts was to replace a current group
life insurance program for Executive Officers and implement a deferred
compensation plan for Directors and Executive Officers in 1996. Participants in
the deferred compensation
7
plan are eligible to receive distribution of their contributions, plus accrued
interest earned at no greater than market rate on reinvestment of the
contributions, upon reaching age 70, provided that, if a participant dies before
reaching age 70 and the participant qualifies, distribution will be made to the
participant's designated beneficiary in an amount equal to what the Director
would have accumulated if the participant had reached age 70 and had continued
to make contributions to the plan. The cost of providing the benefits to the
participants will be offset by the earnings on the life insurance contracts.
Report of the Compensation Committee of the Board of Directors
on Executive Compensation
This Report and the graph set forth on page 11 shall not be incorporated by
reference into any filings of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings.
Decision-Making Process. The Executive Officers of the Company receive
no compensation from the Company. Instead, they are paid by the Bank for
services rendered in their capacity as Executive Officers of the Company and the
Bank. On April 11, 2001, the Board of Directors of the Company re-elected the
following non-employee Directors to the Compensation Committee:
Thomas E. Wiseman, Chairman
W. Lowell Call
Robert H. Eastman
In 1993, the Bank engaged Crowe, Chizek and Company LLP, the Company's
and the Bank's independent auditors, to construct a comprehensive wage and
salary administration plan for the Bank to be used for all its employees.
The Compensation Committee evaluated the ability of Jeffrey E. Smith to
achieve or exceed the expected requirements of his job based on his specific job
content questionnaire. The Compensation Committee met with Mr. Smith seven (7)
times during 2001 to review his performance and the goals established for him.
In 1993 and again in 1996, a marketplace range was developed by Crowe,
Chizek and Company LLP for all jobs at the Bank including that of Mr. Smith.
These ranges were revised in 2001 using the Crowe Chizek Bank Compensation
Survey and the 2001 Ohio Bankers Association Compensation Survey. The
performance rating of Mr. Smith and his position in the marketplace range were
used to determine his bonus for 2001, 2000 and 1999 and his 2002, 2001 and 2000
salary. Mr. Smith received a salary increase in 2001, as indicated in the
Summary Compensation Table on page 6 of this Proxy Statement.
Philosophy and CEO Compensation. The compensation philosophy of the
Company and the Bank is that compensation of its Executive Officers and others
should be directly linked to corporate operating performance. To achieve this
correlation, executive compensation is heavily weighted toward bonuses paid on
the basis of corporate operating performance. It is a historical fact,
therefore, that in years when the Bank has performed well, its officers have
received greater compensation and in less profitable years, the officers' pay
has been negatively impacted to a substantial degree. The cash compensation
program for Executive Officers consists of two elements, a base salary component
and a bonus component. An Executive Officer, if a Director, may also participate
in the Directors' bonus pool as well as the officers' pool.
8
The objectives of the bonus component are to (i) motivate Executive
Officers and all others and to reward such persons for the accomplishment of
annual objectives of the Company and the Bank, (ii) reinforce a strong
performance orientation with differentiation and variability in individual
awards based on contribution to annual and long-range business results and (iii)
provide a fully competitive compensation package which will attract, reward, and
retain individuals of the highest quality.
The decision-making process and compensation philosophy of the Company
and the Bank were considered by the Compensation Committee when determining 2001
compensation for Jeffrey E. Smith, President and Chief Executive Officer, of the
Company and the Bank. The Compensation Committee believes that the compensation
earned by Mr. Smith in 2001 was fair and reasonable when compared with executive
compensation levels in the banking industry as reported in the marketplace range
developed. Mr. Smith ranked in the middle one-third of the total compensation
marketplace range for his grade.
Submitted by:
Compensation Committee Members
Thomas E. Wiseman, Chairman
W. Lowell Call
Robert H. Eastman
Report of the Audit Committee of the Board of Directors
Audit Committee. The Audit Committee met twelve (12) times in 2001.
The Audit Committee recommends the appointment of the Company's independent
accountants, reviews and approves the audit plan and fee estimate of the
independent public accountants, appraises the effectiveness of the internal and
external audit efforts, evaluates the adequacy and effectiveness of the
Company's accounting policies and financial and accounting management,
supervises the Company's internal auditor, and reviews and approves the annual
financial statements. Members of the Audit Committee are Anna P. Barnitz, Phil
A. Bowman, W. Lowell Call, Steven B. Chapman and Lannes C. Williamson. The
Company's Board adopted a written charter for the Audit Committee on May 16,
2000.
Audit Committee Independence. In the opinion of the Company's Board,
Directors Barnitz, Bowman, Call, Chapman, and Williamson do not have
relationships with the Company that have or will in the future interfere with
their exercise of independent judgment in carrying out their responsibilities as
Directors and as members of the Audit Committee. None of them is or has for the
past three years been an employee of the Company, and no immediate family
members of any of them is or has for the past three years been an Executive
Officer of the Company. Each member of the Audit Committee qualifies as
"independent" under the rules of the NASDAQ Stock Market.
Audit Committee Report. The Audit Committee has submitted the following
report for inclusion in this proxy statement:
The Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the year ended December 31,
2001. The Audit Committee has also discussed with Crowe, Chizek and Company LLP,
independent accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61 (having to do with accounting methods used in the
9
financial statements). The Audit Committee has received the written disclosures
and a letter from Crowe Chizek required by Independence Standards Board Standard
No. 1 (having to do with matters that could affect the auditor's independence),
and has discussed with Crowe Chizek the independent auditor's independence from
the Company. Based on this, the Audit Committee recommended to the Board that
the audited financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001.
Submitted by:
Audit Committee Members
Steven B. Chapman, CPA; Chairman
Anna P. Barnitz
Phil A. Bowman
W. Lowell Call
Lannes C. Williamson
This report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such act.
Other Transactions with Management
The Company through its subsidiary, the Bank, has had and expects to
have in the future banking transactions in the ordinary course of the Bank's
business with some of the Directors, officers and principal stockholders of the
Company and entities with which they are associated. All loans and commitments
to loan included in such transactions were made on substantially the same terms,
including interest rates and collateral on loans and repayment terms, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of the Management of the Company, each such loan and commitment to
loan did not involve more than a normal risk of uncollectibility or present
other unfavorable features. The aggregate amount of loans to officers and
Directors of the Company, entities in which such officers and Directors have an
interest, and affiliates and other associates of officers and Directors was
$16,076,659 at December 31, 2001. As of the date hereof, all of such loans were
performing loans.
The Wiseman Agency, Inc., a corporation which is principally owned
or controlled by Director Thomas E. Wiseman and his family, and the Company each
own 50% of the outstanding membership interests of Ohio Valley Financial
Services Agency, LLC, an insurance agency. Neither the Company nor The Wiseman
Agency, Inc. received any income from Ohio Valley Financial Services Agency, LLC
during the past year.
10
Performance Graph
The following graph sets forth a comparison of five year cumulative
total returns among the Company's Common Shares (indicated "OVBC" on the
Performance Graph), the S & P 500 Index (indicated "S & P" on the Performance
Graph), and SNL Securities SNL $500 Million-$1 Billion Bank Asset-Size Index
(indicated "SNL" on the Performance Graph) for the fiscal years indicated.
Information reflected on the graph assumes an investment of $100 on December 31,
1996 in each of the Common Shares of the Company, the S & P 500 Index, and the
SNL $500M-$1B Bank Asset Size Index. Cumulative total return assumes
reinvestment of dividends. The SNL $500M-$1B Bank Index represents stock
performance of one hundred three (103) of the nation's banks located throughout
the United States with total assets between $500 Million and $1 Billion as
selected by SNL Securities of Charlottesville, Virginia. The Company is included
as one of the 103 banks in the SNL Index.
INDEX OF TOTAL RETURNS
OVBC, S&P 500 and SNL $500M-$1B
1996-2001
Q4 96 Q4 97 Q4 98 Q4 99 Q4 00 Q4 01
----- ----- ----- ----- ----- -----
OVBC $100 $133 $171 $208 $189 $166
S&P 500 $100 $163 $160 $148 $142 $184
SNL $500M-$1B $100 $141 $244 $251 $193 $190
[Insert Graph Here]
11
Information Concerning Independent Certified Public Accountant
Independent Auditors for the Year Ending December 31, 2002. The
Company's independent auditor for the fiscal year ended December 31, 2001 was
Crowe, Chizek and Company LLP. The Board has retained Crowe Chizek to be the
Company's independent auditor for the fiscal year ending December 31, 2002. A
representative of Crowe Chizek is expected to be present at the Annual Meeting.
Audit Fees. The aggregate fees billed or estimated to be billed for
professional services rendered by Crowe Chizek for the audit of the Company's
annual financial statements for the year ended December 31, 2001 and for Crowe
Chizek's review of the financial statements included in the Company's Form 10-Q
for the quarters ended March 31, 2001, June 30, 2001, and September 30, 2001 and
Form 10-K for the year ended December 31, 2001 were $68,900.
Financial Information Systems Design and Implementation Fees. In 2001
Crowe Chizek performed no services and therefore billed no fees relating to
operating or supervising the operation of the Company's information systems or
local area network or for designing or implementing the Company's financial
information management systems.
All Other Fees. The aggregate fees billed for other services rendered
to the Company by Crowe Chizek in 2001 were $40,225.
Auditor Independence. The Audit Committee of the Board believes that
the non-audit services by Crowe Chizek are compatible with maintaining the
auditor's independence.
Annual Report - Form 10-K
The Company will provide without charge to any shareholder of record on
March 13, 2002, on the written request of any such shareholder, a copy of the
Company's Annual Report on Form 10-K, including Financial Statements and
Schedules thereto, required to be filed under the Securities Exchange Act of
1934, as amended, for the Company's fiscal year ended December 31, 2001. Such
written request should be directed to E. Richard Mahan, Secretary, Ohio Valley
Banc Corp., P.O. Box 240, Gallipolis, Ohio 45631, telephone number
1-740-446-2631.
Proxy Statement Proposals
Each year, the Board of Directors submits its nominations for election
of Directors at the Annual Meeting of Shareholders. Other proposals may be
submitted by the Board of Directors or shareholders for inclusion in the Proxy
Statement for action at the Annual Meeting. Any proposal submitted by a
shareholder for inclusion in the Proxy Statement for the 2003 Annual Meeting,
presently scheduled for April 9, 2003, must be received by the Company on or
before November 17, 2002. If a shareholder intends to present a proposal at the
2003 Annual Meeting, but has not sought the inclusion of such proposal in the
Company's proxy materials, such proposal must be received by the Company prior
to February 23, 2003, or the Company's management proxies for the 2003 Annual
Meeting will be entitled to use their discretionary voting authority should such
proposal then be raised, without any discussion of the matter in the Company's
proxy materials.
12
Reports to be Presented at the Meeting
There will be presented at the meeting the Company's Annual Report for
the year ended December 31, 2001, containing financial statements for such year
and the signed opinion of Crowe, Chizek and Company LLP, independent certified
public accountant, with respect to such financial statements. The Annual Report
is not to be regarded as proxy soliciting material, and the Company's management
does not intend to ask, suggest or solicit any action from the shareholders with
respect to such Annual Report.
Other Matters
The only business which the Company's management intends to present at
the Annual Meeting consists of the matters set forth in this Proxy Statement.
The Company's management knows of no other matters to be brought before the
Annual Meeting by any other person or group.
If any other matters should properly come before the Annual Meeting,
the proxy holders will vote thereon in their discretion.
All duly executed proxies received will be voted.
You are requested to vote by either visiting the proxyvote.com Web
Site; calling the toll-free number on the proxy card; or signing and dating the
enclosed proxy and mailing it promptly in the enclosed envelope. If you later
desire to vote in person or to change or withdraw your vote, you may revoke your
proxy either by written notice to the Company, to the attention of James L.
Dailey, Chairman, or in person at the Annual Meeting (without affecting any vote
previously taken). Polls will close promptly at 5:00 p.m. on the day of the
Annual Meeting, April 10, 2002.
BY ORDER OF THE BOARD OF DIRECTORS
James L. Dailey
Chairman of the Board
Jeffrey E. Smith
President and Chief Executive Officer
13
PROXY
OHIO VALLEY BANC CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints James L. Dailey, Jeffrey E. Smith, and
E. Richard Mahan, and each of them with full power of substitution to each, the
true and lawful attorneys and proxies of the undersigned to vote all of the
Common Shares which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Ohio Valley Banc Corp., to be held at the Morris and Dorothy
Haskins Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, April
10, 2002 at 5:00 p.m., Eastern Daylight Time, and at any adjournment(s) thereof,
for the purposes stated on the reverse side.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, dated March 20, 2002, and the Proxy Statement furnished
therewith. Any proxy heretofore given to vote the Common Shares covered herein
is hereby revoked.
Address changes/Comments:
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(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
OHIO VALLEY BANC CORP.
1. ELECTION OF DIRECTORS: VOTE WITHHOLD VOTE
FOR VOTE FOR ALL To withhold authority to
01)PHIL A. BOWMAN ALL EXCEPT vote, mark "For All
02)W. LOWELL CALL Except" and write the
03)JAMES L. DAILEY [] [] [] nominee's number on the
line below.
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2. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof; with all powers the undersigned would
possess if personally present, giving unto said attorneys and proxies, or
substitutes, full power and authority to do whatsoever in their opinion
may be necessary or proper to be done in the exercise of the power hereby
conferred, including the right to vote for any adjournment, hereby
ratifying all that said attorneys and proxies, or substitutes, may
lawfully do or cause to be done by virtue hereof.
A majority of said attorneys and proxies, or substitutes, who shall be
present and shall act at the meeting (or if only one should be present and act,
then that one) shall have and exercise all the powers of said attorneys and
proxies hereunder.
UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN, THE COMMON SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NAMED
AS NOMINEES IN THE ACCOMPANYING PROXY STATEMENT.
NOTE: Please fill in, sign, and return this proxy in the enclosed envelope. When
signing as Attorney, Executor, Administrator, Trustee, or Guardian, please give
full title as such. If signer is a corporation, please sign the full corporate
name by authorized officer. Joint Owners should sign individually.
For address changes and/or comments, please check this box and write them
on the back where indicated. [ ]
If you plan on attending the meeting, please check the box to the right. [ ]
Shareholder sign name here exactly as it is stenciled hereon.
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Signature Date Signature(Joint Owners) Date