SECURITIES AND EXCHANGE COMMISSION
(Mark One)
þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2004
or
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ________ to __________
Commission file number 0-12055
Farmers National Banc Corp.
Ohio | 34-1371693 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
20 South Broad Street | ||
Canfield, Ohio 44406 | 44406 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 330-533-3341
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o
The registrant estimates that the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $214.4 million based upon the last sales price as of June 30, 2004. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant.)
As of February 28, 2005, the registrant had outstanding 12,949,453 shares of common stock having no par value.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of Form 10-K | ||||
into which | ||||
Document | Document is Incorporated | |||
Portions of 2004 Annual Report to Shareholders |
II | |||
Definitive proxy statement for the 2004 Annual
Meeting of Shareholders to be held on March 31, 2005 |
III |
Form 10-K Cross Reference Index to Items Incorporated by Reference to the Annual Report to Shareholders
Pages | ||||
Part I |
||||
Item 1 - Business |
||||
Average Balance Sheets/Yields/Rates |
8 | |||
Rate and Volume Analysis |
9 | |||
Securities |
14-15 | |||
Loans |
12 | |||
Loan Loss Experience |
13-14 | |||
Deposits |
15 | |||
Financial Ratios |
7 | |||
Short-Term Borrowings |
15, 27-28 | |||
Part II |
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Item 5 |
||||
Market For Registrants Common Stock
and Related Stockholder Matters |
17, 34 | |||
Item 6 |
||||
Selected Financial Data |
7 | |||
Item 7 |
||||
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
9-17 | |||
Item 7A |
||||
Quantitative and Qualitative Disclosures
About Market Risk |
11 | |||
Item 8 |
||||
Financial Statements and Supplementary Data |
19-33 | |||
Part IV |
||||
Item 15 |
||||
Report of Crowe Chizek and Company LLC |
||||
Independent Auditors |
18 | |||
Financial Statements: |
||||
Consolidated Balance Sheets -
December 31, 2004 and 2003 |
19 | |||
Consolidated Statements of Income & Comprehensive
Income Calendar Years 2004, 2003 and 2002 |
20 | |||
Consolidated Statement of Stockholders
Equity Calendar Years 2004, 2003 and 2002 |
21 | |||
Consolidated Statements of Cash
Flows Calendar Years 2004, 2003
and 2002 |
22 | |||
Notes to Consolidated Financial Statements |
23-33 |
FARMERS NATIONAL BANC CORP.
FORM 10-K
2004
INDEX
Page | ||||||||
1 | ||||||||
4 | ||||||||
4 | ||||||||
5 | ||||||||
5 | ||||||||
5 | ||||||||
5 | ||||||||
6 | ||||||||
6 | ||||||||
6 | ||||||||
7 | ||||||||
7 | ||||||||
7 | ||||||||
8 | ||||||||
8 | ||||||||
9 | ||||||||
Certifications of Chief Executive Officer |
||||||||
Certifications of Chief Financial Officer |
||||||||
Section 1350 Certification (Chief Executive Officer) |
||||||||
Section 1350 Certification (Chief Financial Officer) |
||||||||
EX-13 Annual Report | ||||||||
EX-23.A Consent of Crowe Chizek and Company LLC | ||||||||
EX-23.B Consent of Hill, Barth & King LLC | ||||||||
EX-31.A Certification of CEO | ||||||||
EX-31.B Certification of CFO | ||||||||
EX-32.A 906 Certification of CEO | ||||||||
EX-32.B 906 Certification of CFO | ||||||||
EX-99 Report of Hill, Barth & King LLC |
Part I
Item 1. Business General
The Corporation
The registrant, Farmers National Banc Corp. (herein sometimes referred to as the Corporation), is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The only subsidiary is The Farmers National Bank of Canfield (the Bank) which was acquired March 31, 1983. The Corporation and its subsidiary operate in one industry, domestic banking.
The Corporation conducts no business activities except for investment in securities permitted under the Bank Holding Company Act. Bank holding companies are permitted under Regulation Y of the Board of Governors of the Federal Reserve System to engage in other activities such as leasing and mortgage banking.
The Bank
The Bank is a full-service national bank engaged in commercial and retail banking in Mahoning, Trumbull and Columbiana Counties in Ohio. The Banks commercial and retail banking services include checking accounts, savings accounts, time deposit accounts, commercial, mortgage and installment loans, home equity loans, home equity lines of credit, night depository, safe deposit boxes, money orders, bank checks, automated teller machines, internet banking and travelers checks, E Bond transactions, utility bill payments, MasterCard and Visa credit cards, brokerage services and other miscellaneous services normally offered by commercial banks.
The Bank faces significant competition in offering financial services to customers. Ohio has a high density of financial institution offices, many of which are branches of significantly larger institutions that have greater financial resources than the Bank, and all of which are competitors to varying degrees. Competition for loans comes principally from savings banks, savings and loan associations, commercial banks, mortgage banking companies, credit unions, insurance companies and other financial service companies. The most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. Additional competition for deposits comes from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.
The Corporation had 295 full-time equivalent employees at December 31, 2004.
The Banks internet site, www.fnbcanfield.com contains an Investor Relations section which provides a hyperlink to the SEC where the Corporations annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, director and Officer Reports on Form(s) 3, 4, and 5 and amendments to those documents filed or furnished pursuant to the Securities Exchange Act of 1934 are available free of charge as soon as reasonably practicable after the Corporation has filed these documents with the Securities and Exchange Commission (SEC). In addition, the Corporations filings with the SEC may be read and copied at the SEC Public Reference Room at 450 Fifth Street, NW Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings are also available on the SECs website at www.sec.gov free of charge as soon as reasonably practicable after the Corporation has filed the above referenced reports.
Supervision and Regulation
The Corporation is regulated by the Federal Reserve Bank (the FRB). The Bank is regulated by the Office of the Comptroller of the Currency (the OCC), as well as the Federal Deposit
1
Item 1 (Continued)
Insurance Corporation (the FDIC). A listing of the minimum regulatory requirements for capital and the Corporations capital position as of December 31, 2004 are presented in Note J on page 29 of the annual report to shareholders for the year ended December 31, 2004 and is hereby incorporated by reference.
The Corporation is subject to regulation under the Bank Holding Company Act of 1956, as amended. This Act restricts the geographic and product range of bank holding companies by defining the types and locations of institutions the holding companies can own or acquire. This act also regulates transactions between the Corporation and the Bank and generally prohibits tie-ins between credit and other products and services.
The Bank is subject to regulation under the National Banking Act and is periodically examined by the OCC and is subject to the rules and regulations of the FRB. As an insured institution and member of the Bank Insurance Fund (BIF), the Bank is also subject to regulation by the FDIC. Establishment of branches is subject to approval of the OCC and geographic limits established by state law. Ohio branch banking law permits a bank having its principal place of business in the state to establish branch offices in any county in Ohio without geographic restrictions.
FDICIA
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and several other federal banking statutes. Among other things, FDICIA requires federal banking agencies to broaden the scope of corrective action taken with respect to banks that do not meet minimum capital requirements and to take such actions promptly in order to minimize losses to the FDIC.
FDICIA established five capital tiers: well capitalized; adequately capitalized; undercapitalized; significantly undercapitalized; and critically undercapitalized and imposes significant restrictions on the operations of a depository institution that is not in either of the first two of such categories. A depository institutions capital tier depends upon the relationship of its capital to various capital measures. A depository institution is deemed to be well capitalized if it significantly exceeds the minimum level required by regulation for each relevant capital measure, adequately capitalized if it meets each such measure, undercapitalized if it is significantly below any such measure and critically undercapitalized if it fails to meet any critical capital level set forth in regulations. An institution is deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating or is deemed to be in an unsafe or unsound condition or to be engaging in unsafe or unsound practices.
Under regulations adopted under these provisions, for an institution to be well capitalized it must have a total risk-based capital ratio of at least 10%, a Tier I risk-based capital ratio of at least 6% and a Tier I leverage ratio of at least 5% and not be subject to any specific capital order or directive. For an institution to be adequately capitalized, it must have a total risk-based capital ratio of at least 8%, a Tier I risk-based capital ratio of at least 4% and a Tier I leverage ratio of at least 4% (or in some cases 3%). Under the regulations, an institution is deemed to be undercapitalized if the bank has a total risk-based capital ratio that is less than 8%, a Tier I risk-based capital ratio that is less than 4% or a Tier I leverage ratio of less than 4% (or in some cases 3%). An institution is deemed to be significantly undercapitalized if the bank has a total risk-based capital ratio that is less than 6%, a Tier I risk-based capital ratio that is less than 3%, or a leverage ratio that is less than 3% and is deemed to be critically undercapitalized if it has a ratio of tangible equity to total assets that is equal to or less than 2%.
2
Item 1 (Continued)
INTERSTATE BANKING AND BRANCHING LEGISLATION
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the IBBEA) authorizes interstate acquisitions of banks and bank holding companies without geographic constraint. The IBBEA also authorized banks to merge with banks located in another state.
After acquiring interstate branches through a merger, a bank may establish additional branches in that state at the same locations as any bank involved in the merger could have established branches under state and federal law. In addition, a bank may establish a de novo branch in another state that expressly permits the establishment of such branches. A bank that establishes a de novo interstate branch may thereafter establish additional branches on the same basis as a bank that has established interstate branches through a merger transaction.
GRAHAM-LEACH-BLILEY ACT
The Graham-Leach-Bliley Act of 1999 (the GLB Act) allows new opportunities for banks, other depository institutions, insurance companies and securities firms to combine to form a single financial services organization to offer customers a broader choice of financial products and services. The GLB Act authorized the Federal Reserve Board to oversee all regulatory activities through the financial holding company, while the functional regulation of operating subsidiaries remains with their primary functional regulator. The GLB Act requires institutions to maintain Community Reinvestment Act ratings of satisfactory or higher in order to engage in any new financial activities. This act also established a federal right to privacy of non-public personal information of individual customers.
SARBANES-OXLEY ACT OF 2002
The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. Section 302(a) of Sarbanes-Oxley requires the Banks chief executive officer and chief financial officer to certify that the Banks Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Banks internal controls; they have made certain disclosures to the Banks auditors and the audit committee of the Board of Directors about the Banks internal controls; and they have included information in the Banks Quarterly and Annual Reports about their evaluation and whether there have been significant changes in the Banks internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.
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Item 2. Properties
Farmers National Banc Corp.s Properties
The Farmers National Banc Corp. owns no property. Operations are conducted at 20 and 30 South Broad Street, Canfield, Ohio.
Bank Property
The Main Office is located at 20 & 30 S. Broad Street, Canfield, Ohio. The other locations of the Bank are:
Office Building
|
40 & 46 S. Broad St., Canfield, Ohio | |||
Austintown Office
|
22 N. Niles-Canfield Rd., Youngstown, Ohio | |||
Lake Milton Office
|
17817 Mahoning Avenue, Lake Milton, Ohio | |||
Cornersburg Office
|
3619 S. Meridian Rd., Youngstown, Ohio | |||
Colonial Plaza Office
|
401 E. Main St. Canfield, Ohio | |||
Western Reserve Office
|
102 W. Western Reserve Rd., Youngstown, Ohio | |||
Salem Office
|
1858 E. State Street, Salem, Ohio | |||
Columbiana Office
|
340 State Rt. 14, Columbiana, Ohio | |||
Leetonia Office
|
16 Walnut St., Leetonia, Ohio | |||
Damascus Office
|
29053 State Rt. 62 Damascus, Ohio | |||
Poland Office
|
106 McKinley Way West, Poland, Ohio | |||
Niles Office
|
1 South Main Street, Niles, Ohio | |||
Niles Drive Up
|
170 East State Street, Niles, Ohio | |||
Girard Office
|
121 North State Street, Girard, Ohio | |||
Eastwood Office
|
5845 Youngstown-Warren Rd, Niles, Ohio | |||
Warren Office
|
2910 Youngstown-Warren Rd, Warren, Ohio | |||
Mineral Ridge Office
|
3826 South Main Street, Mineral Ridge, Ohio | |||
Niles Operation Center
|
51 South Main Street, Niles, Ohio |
The bank owns all locations except the Colonial Plaza, which is leased.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the registrant or its subsidiary is a party or of which any of its property is subject, except proceedings which arise in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material affect on the consolidated financial position of the registrant or its subsidiary.
4
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of 2004.
Part II
Item 5. Market for Registrants Common Equity and Related Stockholder Matters
Equity Compensation Plan Information
Number of se- | |||||||||||||||||
curities to be is- | |||||||||||||||||
sued upon ex- | Weighted-average | Number of securities remain- | |||||||||||||||
ercise of out- | exercise price of | ing available for future issu- | |||||||||||||||
standing op- | outstanding op- | ance under equity compen- | |||||||||||||||
tions, warrants | tions, warrants | sation plans (excluding secu- | |||||||||||||||
and rights | and rights | rities reflected in column (a)) | |||||||||||||||
Plan category | (a) | (b) | (c) | ||||||||||||||
Equity compensation
plans approved by
security holders |
49,500 | $11/share | 325,400 | ||||||||||||||
Information regarding the equity (stock-based) compensation plan is set forth in the registrants annual report in Notes A and I in the Notes to Consolidated Financial Statements. This portion of the annual report is incorporated by reference.
Purchases of equity securities by the issuer.
On May 14, 2004, The Corporation announced the adoption of a stock repurchase program that authorizes the re-purchase of up to 4.9% or approximately 620,275 shares of its outstanding common stock in the open market or in privately negotiated transactions. This program expires in May 2005. The following table summarizes the treasury stock purchased by the issuer during the fourth quarter of 2004:
Total Number of | ||||||||||||||||||||||
Shares Purchased | Maximum Number | |||||||||||||||||||||
Average | as Part of Publicly | of Shares that May | ||||||||||||||||||||
Total Number of | Price Paid | Announced | Yet Be Purchased | |||||||||||||||||||
Period | Shares Purchased | Per Share | Program | Under the Program | ||||||||||||||||||
Oct. 1-31 |
30,033 | $ | 16.64 | 30,033 | 500,702 | |||||||||||||||||
Nov. 1-30 |
0 | 0 | 0 | 500,702 | ||||||||||||||||||
Dec. 1-31 |
17,378 | 16.70 | 17,378 | 483,324 | ||||||||||||||||||
TOTAL |
47,411 | $ | 16.65 | 47,411 | ||||||||||||||||||
Item 8. Financial Statements and Supplementary Data
The report of Hill Barth and King LLC Independent Auditors on the registrants 2002 financial statements is included in Exhibit 99 filed herewith.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On March 27, 2003, the Corporation determined to engage Crowe Chizek and Company LLC (Crowe Chizek) as its independent public accountants for the 2003 fiscal year. Crowe Chizek replaces Hill, Barth & King LLC (Hill, Barth & King). The Corporations Board of Directors, upon recommendation by the Audit Committee of the Board of Directors, approved the change in independent public accountants. The change in independent accountants became effective with the filing of the 2002 Annual Report on Form 10-K.
5
Item 9 (Continued)
During the fiscal years ended December 31, 2002 and December 31, 2001, and during the subsequent interim period through March 27, 2003, there were no disagreements between the Corporation and Hill, Barth & King on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Hill, Barth & Kings satisfaction, would have caused Hill, Barth & King to make reference to the subject matter of the disagreement in connection with its reports on the Corporations consolidated financial statements for such periods.
Item 9A. Controls and Procedures
Based on their evaluation, as of the ending period covered by this Form 10-K, the Companys Chief Executive Officer and Chief Financial Officer have concluded the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
The assessment of the effectiveness of internal controls over financial reporting is in process. The Company will file an amendment to form 10-K including managements assessment and the report of our auditors by the extended deadline.
Item 9B. Other Information
During 2004, the Corporation recorded a $2.1 million after-tax impairment of securities charge after concluding that certain Freddie Mac and Fannie Mae preferred equity securities were other-than-temporarily impaired. Managements decision to recognize the other-than-temporary impairment charge was due to the following circumstances: (1) the recent accounting guidance issued on other-than-temporary impairment of securities and discussions of these particular government sponsored enterprise investments, (2) the modeling of interest rates for the future would result in recovery of impairment in a reasonable period of time that would not be interpreted as temporary, and (3) the fact that these government sponsored enterprises are under intense scrutiny for their lack of proper corporate governance practices.
Based on these uncertainties, management determined it was appropriate to reclassify the unrealized mark-to-market loss on these securities and record the other-than-temporary impairment charge under generally accepted accounting principles. Prior to this charge, the decline in fair value was recognized and recorded as an unrealized mark-to-market loss on securities available-for-sale and reflected as a reduction to equity through comprehensive income. Accordingly, this reclassification will not affect total shareholders equity. Inasmuch that these securities are investment grade securities, this action does not reflect the expected long-term value of these securities.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information relating to Directors is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders which will be held March 31, 2005. The proxy statement is incorporated by reference.
Executive Officers of the Registrant
The names, ages and positions of the executive officers as of March 1, 2005
Name | Age | Position Held | ||
Frank L. Paden |
54 | President and Secretary | ||
Carl D. Culp |
41 | Executive Vice President and Treasurer | ||
Donald F. Lukas |
58 | Senior Vice President |
6
Item 10 (Continued)
Officers are elected annually by the Board of Directors immediately following the annual meeting of shareholders. The term of office for all the above executive officers is for the period ending with the next annual meeting.
Principal Occupation and Business Experience of Executive Officers
Mr. Frank L. Paden has served as President and Secretary since March 1996. Prior to that time he was Executive Vice President of the registrant since March 1995, was Executive Vice President of the Bank since March 1995 and has held various other executive positions with the Bank.
Mr. Carl D. Culp has served as Executive Vice President and Treasurer since March 1996. Prior to that time he was Controller of the registrant since November 1995 and was Controller of the Bank since November 1995.
Mr. Donald F. Lukas has served as Senior Vice President of the registrant since March 1996. Prior to that time, he was Vice President of the Bank since March 1987.
Audit Committee Financial Expert
The Board believes that Earl R. Scott and James R. Fisher qualify as Audit Committee Financial Experts as that term is defined by applicable SEC rules. In addition, the Board believes that Earl R. Scott and James R. Fisher are independent as that term is defined by applicable SEC rules.
Code of Ethics
See Exhibit 14.
Identification of the Audit Committee
Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
Compliance with Section 16(a) of the Securities Exchange Act
Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
Item 11. Executive Compensation
Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information relating to this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
Item 13. Certain Relationships and Related Transactions
Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
7
Item 14. Principal Accountant Fees and Services
Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
Item 8., Financial Statements and Supplementary Data is set forth in the registrants 2004 Annual Report to Shareholders and is incorporated by reference in Part II of this report
(a)2. Financial Statement Schedules
No financial statement schedules are presented because they are not applicable.
(a)3. Exhibits
The exhibits filed or incorporated by reference as a part of
this report are listed in the Index of Exhibits, which appears
at page 12 hereof and is incorporated herein by reference.
(b) Report on Form 8-K
Three Form 8-Ks were filed during the fourth quarter of 2004. The first Form 8-K was dated October 15, 2004 and reported a stock dividend.
The second Form 8-K was dated October 22, 2004 and discussed earnings for the third quarter of 2004.
The third Form 8-K was dated November 12, 2004 and reported a quarterly cash dividend .
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(D) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under signed, thereunto duly authorized.
Farmers National Banc Corp.
|
Farmers National Banc Corp. |
/s/ Frank L. Paden | /s/ Carl D. Culp |
Frank L. Paden
|
Carl D. Culp |
|
President and Secretary
|
Executive Vice President and Treasurer | |
March 16, 2005
|
March 16, 2005 | |
/s/ Benjamin R. Brown
|
Director | March 16, 2005 | ||
Benjamin R. Brown |
||||
/s/ Anne Frederick Crawford
|
Director | March 16, 2005 | ||
Anne Frederick Crawford |
||||
/s/ James R. Fisher
|
Director | March 16, 2005 | ||
James R. Fisher |
||||
/s/ Joseph D. Lane
|
Director | March 16, 2005 | ||
Joseph D. Lane |
||||
/s/ Ralph D. Macali
|
Director | March 16, 2005 | ||
Ralph D. Macali |
||||
/s/ Earl R. Scott
|
Director | March 16, 2005 | ||
Earl R. Scott |
||||
/s/ Frank L. Paden
|
President | March 16, 2005 | ||
Frank L. Paden
|
And Director | |||
/s/ Ronald V. Wertz
|
Director | March 16, 2005 | ||
Ronald V. Wertz |
9
INDEX TO EXHIBITS
The following exhibits are filed or incorporated by reference as part of this report:
2. Not applicable.
3(i). The Articles of Incorporation, including amendments thereto for the Registrant. Incorporated by reference to Exhibit 4.1 to Farmers National Banc Corps Form S-3 Registration Statement dated October 3, 2001. (File No. 0-12055).
3(ii). The Code of Regulations, including amendments thereto for the Registrant. Incorporated by reference to Exhibit 4.2 to Farmers National Banc Corps Form S-3 Registration Statement dated October 3, 2001. (File No. 0-12055).
4. Incorporated by reference to initial filing.
9. Not applicable.
10. Information regarding this item is set forth in the registrants definitive proxy statement, which will be used in connection with its annual meeting of shareholders to be held March 31, 2005. The proxy statement is incorporated by reference.
11. Refer to Note N in the annual report incorporated by reference.
12. Not applicable.
13. Annual Report to security holders.
14. The Company has adopted a Code of Ethics that applies to the Chief Executive Officer and Chief Financial Officer and complies with the criteria provided in SEC rules. The Code of Ethics is available by calling Corporate Services at 330-533-3341.
16. Not applicable.
18. Not applicable.
21. Farmers National Bank, Canfield, Ohio.
22. Not applicable.
23a. Consent of Crowe Chizek and Company LLC
23b. Consent of Hill, Barth & King LLC
24. Not applicable.
31.a Certification of Chief Executive Officer (Filed herewith)
31.b Certification of Chief Financial Officer (Filed herewith)
32.a 1350 Certification of Chief Executive Officer (Filed herewith)
32.b 1350 Certification of Chief Financial Officer (Filed herewith)
99. Report of Hill Barth and King LLC for the Year Ended December 31, 2002
Copies of any exhibits will be furnished to shareholders upon written request. Request should be directed to Carl D. Culp, Executive Vice President, Farmers National Banc Corp., 20 S. Broad Street, Canfield, Ohio 44406.
12