<PAGE> 1
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 [X]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [X] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Pennwood Bancorp, Inc.
- --------------------------------------------------------------------------------
(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)(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:
---------------------------------------------------
<PAGE> 2
[Pennwood Bancorp letterhead]
October 2, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Pennwood Bancorp, Inc. The meeting will be held at the main office of
Pennwood Savings Bank, located at 683 Lincoln Avenue, Bellevue, Pennsylvania on
Wednesday, October 29, 1997 at 6:00 p.m., Eastern Time. The matters to be
considered by stockholders at the Annual Meeting are described in the
accompanying materials.
It is very important that your shares be voted at the Annual Meeting
regardless of the number you own or whether you are able to attend the meeting
in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Pennwood Bancorp, Inc. is
sincerely appreciated.
Sincerely,
Paul S. Pieffer
President and Chief
Executive Officer
<PAGE> 3
PENNWOOD BANCORP, INC.
683 LINCOLN AVENUE
BELLEVUE, PENNSYLVANIA 15202
(412) 761-1234
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 29, 1997
---------------
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders ("Annual
Meeting") of Pennwood Bancorp, Inc. (the "Company") will be held at the main
office of Pennwood Savings Bank located at 683 Lincoln Avenue, Bellevue,
Pennsylvania on Wednesday, October 29, 1997 at 6:00 p.m., Eastern Time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect three (3) directors for a three-year term or until
their successors are elected and qualified.
(2) To ratify the appointment by the Board of Directors of KPMG
Peat Marwick LLP, A.C. as the Company's independent auditors for the fiscal
year ending June 30, 1998; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not aware of any other
such business.
The Board of Directors has fixed September 24, 1997 as the voting
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournment thereof. Only those
stockholders of record as of the close of business on that date will be
entitled to vote at the Annual Meeting or at any such adjournment.
By Order of the Board of Directors
James W. Kihm
Vice President and Secretary
Bellevue, Pennsylvania
October 2, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE> 4
PENNWOOD BANCORP, INC.
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 29, 1997
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of Pennwood Bancorp, Inc. (the "Company"),
the holding company of Pennwood Savings Bank (the "Savings Bank"). Proxies are
being solicited on behalf of the Board of Directors of the Company to be used
at the Annual Meeting of Stockholders ("Annual Meeting") to be held at the main
office of the Savings Bank, located at 683 Lincoln Avenue, Bellevue,
Pennsylvania on Wednesday, October 29, 1997 at 6:00 p.m., Eastern Time, and at
any adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about October 2, 1997.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the matters described below and, upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice
thereof (James W. Kihm, Vice President and Secretary, Pennwood Bancorp, Inc.,
683 Lincoln Avenue, Bellevue, Pennsylvania 15202); (ii) submitting a
duly-executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited hereby may be exercised only at the Annual Meeting
and any adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record of the Company at the close of business on
September 24, 1997 ("Voting Record Date") are entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof. On the Voting Record
Date, there were 569,622 shares of Common Stock of the Company issued and
outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the Annual Meeting. Directors are
elected by a plurality of the votes cast with a quorum present. The
affirmative vote of the holders of a majority of the total votes present, in
person or by proxy, at the Annual
<PAGE> 5
2
Meeting is required for the proposal to ratify the independent auditors for
fiscal 1998. Abstentions are considered in determining the presence of a
quorum and will not effect the plurality vote required for the election of
directors but will have the effect of a vote against the proposal to ratify the
independent auditors. Under rules applicable to broker-dealers, the proposals
to be considered at the Annual Meeting are considered "discretionary" items
upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions. Thus, there
will be no "broker non-votes" at the Annual Meeting.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into three classes which are as equal
in number as possible, and that members of each class of directors are to be
elected for a term of three years. One class is to be elected annually.
Stockholders of the Company are not permitted to cumulate their votes for the
election of directors.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, except that Charles R.
Frank and Mary M. Frank are husband and wife, and all nominees currently serve
as directors of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
The three persons who receive the greatest number of votes of the
holders of Common Stock represented in person or by proxy at the Annual Meeting
will be elected directors of the Company.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues, including
tenure as a director of the Savings Bank.
<PAGE> 6
3
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
Positions Held Director
Name Age in the Company Since(1)
- -------------------------- ----------- -------------------------------- --------------
<S> <C> <C> <C>
Paul S. Pieffer 49 Director, President and Chief 1985
Executive Officer
Robert W. Hannan 58 Director 1991
Michael Kotyk 68 Director 1993
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
<PAGE> 7
4
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 1998
<TABLE>
<CAPTION>
Positions Held Director
Name Age in the Company Since(1)
---------------------- --------- -------------------------------- --------------------
<S> <C> <C> <C>
Charles R. Frank 84 Chairman of the Board 1938
H. J. Zoffer 67 Director 1991
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
Positions Held Director
Name Age in the Company Since(1)
---------------------- --------- -------------------------------- --------------------
<S> <C> <C> <C>
Mary M. Frank 79 Director 1971
John B. Mallon 76 Director 1975
C. Joseph Touhill 59 Director 1991
</TABLE>
- -----------
(1) Includes service as a director of the Savings Bank.
<PAGE> 8
5
Each of the directors of the Company is also a director of the Savings
Bank. Set forth below is information with respect to the principal occupations
during at least the last five years for each of the directors.
Charles R. Frank. Mr. Frank has served as Chairman of the Board of
Directors of the Savings Bank since 1985. Prior thereto, Mr. Frank served as
the President of the Savings Bank from 1975 to 1985.
Mary M. Frank. Ms. Frank has served as Vice Chairman of the Board of
Directors of the Savings Bank since 1985 and Treasurer of the Savings Bank
since 1992. Prior thereto, Ms. Frank served as the Executive Vice President
and Secretary of the Savings Bank from 1975 to 1985. Ms. Frank is the wife of
Mr. Charles R. Frank.
Paul S. Pieffer. Mr. Pieffer has served as President and Chief
Executive Officer of the Savings Bank since 1985. Prior thereto, Mr. Pieffer
was the Vice President of South Pittsburgh Savings and Loan Association,
Pittsburgh, Pennsylvania, from 1973 to 1985.
John B. Mallon. Mr. Mallon is presently retired. Prior thereto, Mr.
Mallon served as the President of Suburban General Hospital located in
Pittsburgh, Pennsylvania from 1952 to 1986.
C. Joseph Touhill. Mr. Touhill has been the President of Touhill
Technology Corporation, Pittsburgh, Pennsylvania, since June 1997. Previously,
he was the Executive Vice President of EG & G Environmental, Inc. located in
Pittsburgh, Pennsylvania from 1994 to 1997. Prior thereto, Mr. Touhill served
as the Group Senior Vice President of ICF Kaiser International located in
Pittsburgh, Pennsylvania from 1990 to 1994.
Robert W. Hannan. Mr. Hannan has been the Vice Chairman of Eckerd
Corporation, Clearwater, Florida since February 1997. Previously he served as
the President of Thrift Drug Inc. located in Pittsburgh, Pennsylvania from 1987
to 1997.
Michael Kotyk. Mr. Kotyk is presently retired. Prior thereto, Mr.
Kotyk was the Technical Director of Materials Technology at U.S. Steel
Corporation, Pittsburgh, Pennsylvania, from 1991 to 1993.
H. J. Zoffer. Mr. Zoffer is presently retired. Previously, he was
the Dean of the Joseph M. Katz Graduate School of Business at the University of
Pittsburgh from 1968 until August 1996.
<PAGE> 9
6
STOCKHOLDER NOMINATIONS
Section 3.12 of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder
who has complied with the notice provisions in that section. Stockholder
nominations must be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Company not
later than (i) 90 days prior to the anniversary date of the mailing of proxy
materials by the Company for the immediately preceding annual meeting or, in
the case of this first annual meeting of stockholders of the Company following
its acquisition of all of the outstanding capital stock of the Savings Bank,
the close of business on the tenth day following the day on which notice of the
date of the Annual Meeting was mailed, and (ii) with respect to an election to
be held at a special meeting of stockholders for the election of directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders. Each such notice shall set forth: (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of
all arrangements or understandings between the stockholder and each nominee and
any arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.
COMMITTEES AND MEETINGS OF THE BOARD OF THE SAVINGS BANK AND COMPANY
Regular meetings of the Board of Directors of the Company are held on
a quarterly basis. The Board of Directors of the Company held a total of 13
regular and special meetings during the fiscal year ended June 30, 1997. No
incumbent director attended fewer than 75% of the aggregate total number of
meetings of the Board of Directors held during the fiscal year ended June 30,
1997, and the total number of meetings held by all committees on which he
served during such year.
The entire Board of Directors of the Company acts as a Nominating
Committee for selection of nominees for election as directors of the Company.
The Board, acting as the Nominating Committee, met one time during the fiscal
year ended June 30, 1997.
<PAGE> 10
7
The Board of Directors of the Savings Bank meets on a monthly basis
and may have additional special meetings. During the fiscal year ended June
30, 1997, the Board of Directors met 12 times. The Board of Directors of the
Savings Bank has established the following committees:
Audit Committee. The Audit Committee consists of Messrs. Touhill
(Chairman), Mallon, Pieffer and Ms. Frank. The Audit Committee reviews the
records and affairs of the Savings Bank, recommends the Savings Bank's external
auditor and reviews their reports. The Audit Committee met two times in fiscal
1997.
Personnel Committee. The Personnel Committee consists of Messrs.
Mallon (Chairman), Hannan, Zoffer, Pieffer and Ms. Frank. The Personnel
Committee reviews the performance of the Savings Bank's officers, makes
recommendations as to pay increases and evaluates the Savings Bank's overall
personnel requirements. The Personnel Committee met two times in fiscal 1997.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal
occupations during the last five years for the executive officers of the
Company and the Savings Bank who do not serve as directors.
James W. Kihm. Mr. Kihm has been the Vice President and Secretary of
the Company since January 1997 and has held those positions with Savings Bank
since 1985. Prior thereto, Mr. Kihm was the Vice President of Concord Liberty
Savings and Loan Association, Pittsburgh, Pennsylvania, from 1981 to 1985.
Joseph W. Messner. Mr. Messner has been the Vice President of Lending
of the Savings Bank since June 1994. Prior thereto, Mr. Messner served as an
underwriter with Creditvest, Inc. located in Pittsburgh, Pennsylvania from 1992
to 1994 and served as a loan officer at Norwest Mortgage, Pittsburgh,
Pennsylvania, from August 1991 to January 1992 and at NVR Mortgage, Pittsburgh,
Pennsylvania, from 1987 to April 1991.
<PAGE> 11
8
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which was
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock, (ii) the directors of the Company, (iii) certain
executive officers of the Company, and (iv) all directors and executive
officers of the Company and the Savings Bank as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group September 24, 1997(1) Common Stock
-------------------- --------------------- ------------
<S> <C> <C>
Pennwood Bancorp, Inc. 48,810(2) 8.6%
Employee Stock Ownership Plan Trust
683 Lincoln Avenue
Bellevue, Pennsylvania 15202
Jeffrey S. Halis 43,000(3) 7.5
500 Park Avenue, Fifth Floor
New York, New York 10022
Jerome H. and Susan B. Davis
c/o David Perlmutter & Associates 60,300(4) 10.6
200 Park Avenue
New York, New York 10166
Directors:
Mary M. Frank 15,000(5) 2.6
John B. Mallon 6,500 1.1
C. Joseph Touhill 5,000 *
Charles R. Frank 15,000(5) 2.6
H.J. Zoffer 7,500 1.3
Paul S. Pieffer 16,269(6) 2.9
Robert W. Hannan 9,000 1.6
Michael Kotyk 7,500 1.3
All directors and executive officers 85,842(2)(7) 15.1
of the Company and the Savings Bank
as a group (10 persons)
</TABLE>
(Footnotes on following page)
<PAGE> 12
9
- -----------------
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has
sole voting and dispositive power with respect to the shares.
(2) The Pennwood Bancorp, Inc. Employee Stock Ownership Plan Trust ("ESOP
Trust") holds Common Stock on behalf of employee participants of the
plan. As of the Voting Record Date, 4,881 shares have been allocated
to the accounts of participating employees and will be voted in
accordance with such participants instructions. The 43,929 shares held
in the ESOP Trust which are unallocated will be voted by Messrs. Frank,
Pieffer and Mallon (the "Trustees") pursuant to the terms of the ESOP
in the same proportion for and against each proposal as the allocated
shares are actually voted by participants. The shares held in the ESOP
Trust are not included in the individual beneficial ownership amounts
of the Trustees or the amount of Common Stock beneficially owned by all
officers and directors as a group.
(3) Pursuant to a filing by Mr. Halis under the Exchange Act, 41,700 of the
indicated shares are owned by Tyndall Partners L.P. and 1,300 shares
are owned by Madison Avenue Partners L.P. Mr. Halis serves as a
general partner of Halo Capital Partners, L.P., which serves as the
sole general partner of each of Tyndall Partners, L.P. and Madison
Avenue Partners, L.P.
(4) Pursuant to a filing by Mr. and Mrs. Davis under the Exchange Act,
51,200 shares are held in the name of Mr. and Mrs. Davis jointly and
9,100 shares are held in the name of Mr. Davis.
(5) The indicated shares are held jointly by Mr. and Mrs. Frank.
(6) Includes 1,269 shares allocated to the account of Mr. Pieffer pursuant
to the Company's ESOP.
(7) Includes 2,842 shares allocated to the accounts of all executive
officers as a group pursuant to the Company's ESOP.
<PAGE> 13
10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information
concerning the compensation paid by the Company and the Savings Bank for
services rendered in all capacities during the three years ended June 30, 1997
to the Chief Executive Officer. No other executive officer of the Company and
its subsidiaries had total compensation during the last fiscal year in excess
of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards
------------------------------------- ---------------------- All Other
Name and Fiscal Other Annual Stock Compensation
Principal Position Year Salary Bonus Compensation(1) Grants(2) Options (3)
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Paul S. Pieffer 1997 $84,500 -- -- $86,177 15,253 $19,352
President and 1996 80,750 -- -- -- -- --
Chief 1995 78,000 -- -- -- --
Executive Officer
</TABLE>
(1) Does not include amounts attributable to miscellaneous benefits
received by the named executive officers. In the opinion of management
of the Company, the costs to the Company of providing such benefits to
the executive officer during the indicated periods did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the individual.
(2) Represents the grant of 6,101 shares of restricted Common Stock
pursuant to the Company's Recognition and Retention Plan, which had the
identical value on the date of grant and had a fair market value of
$93,040 at June 30, 1997.
(3) In fiscal 1997, represents the allocation of shares of Common Stock
pursuant to the Company's ESOP.
<PAGE> 14
11
STOCK OPTIONS
The following table sets forth certain information concerning
individual grants of stock options awarded to the named executive officer
during fiscal 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
=========================================================================================
Individual Grants
-----------------------------------------------------------------------------------------
Options % of Total Options Exercise Expiration
Name Granted Granted to Employees(1) Price(2) Date(3)
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Paul S. Pieffer 15,253 29.4% $14.125 March 26, 2007
=========================================================================================
</TABLE>
(1) Percentage of options granted to all employees during fiscal 1997.
(2) The exercise price is equal to the fair market value of a share of
Common Stock on the date of grant.
(3) The stock options were granted on March 26, 1997 and vest and become
exercisable over five years, 20% per year commencing one year from the
date of grant.
The following table sets forth certain information concerning exercises
of stock options by the named executive officer during the fiscal year ended
June 30, 1997 and options held at June 30, 1997.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
=============================================================================================================
Number of Unexercised Value of Unexercised
Shares Options at Year End Options at Year End(1)
Acquired on Value ---------------------------------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Paul S. Pieffer -- -- -- 15,253 -- $17,160
=============================================================================================================
</TABLE>
(1) Based on a per share market price of $15.25 at June 30, 1997.
<PAGE> 15
12
DIRECTOR COMPENSATION
Members of the Board of Directors, with the exception of Mr. Pieffer,
receive $7,200 per annum for serving on the Board. Members of the Board
serving on committees do not receive any additional compensation for serving on
such committees.
PENSION PLAN
The Savings Bank participates in a multiple employer defined benefit
pension plan that covers all employees that have attained 21 years of age and
have completed one full year of service (consisting of 1,000 hours worked
during the year). In general, the pension plan provides for benefits payable
monthly at retirement or normal retirement age 65 in an amount equal to a
percentage of the participant's average annual salary for the three consecutive
years of highest salary during his service with the Savings Bank, multiplied by
the number of his years of service, with a reduced level of benefits in the
event of early retirement prior to having attained age 65.
Payment of benefits under the pension plan generally will be made in
the form of a life annuity to an unmarried participant or in the form of a
qualified joint and survivor annuity to a married participant, although
alternative forms of benefits are available. The pension plan also provides a
death benefit payment, in the event of death prior to retirement.
For the year ended June 30, 1997, no pension expense was recognized by
the Savings Bank.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act"), requires the Company's officers and directors, and persons who own more
than 10% of the Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, directors and greater than
10% stockholders are required by regulation to furnish the Company with copies
of all Section 16(a) forms they file. The Company knows of no person who owns
10% or more of the Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during the year ended June 30, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with.
<PAGE> 16
13
TRANSACTIONS WITH CERTAIN RELATED PERSONS
All loans or extensions of credit to executive officers and directors
must be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features.
The Savings Bank's policy provides that all loans made by the Savings
Bank to its directors and officers are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features. As of June 30, 1997, the Savings Bank had
no loans outstanding to its executive officers and directors.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick
LLP, independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending June 30, 1998, and further
directed that the selection of auditors be submitted for ratification by the
stockholders at the Annual Meeting.
The Company has been advised by KPMG Peat Marwick LLP that neither that
firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. KPMG Peat Marwick LLP will have one
or more representatives at the Annual Meeting who will have an opportunity to
make a statement, if they so desire, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING JUNE 30, 1998.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in October 1998, must be received at
the principal executive offices of the Company, 983 Lincoln Avenue, Bellevue,
Pennsylvania 15202, Attention: James W. Kihm, Vice President and Secretary, no
later than April 2, 1998. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Exchange Act, it will be
<PAGE> 17
14
included in the proxy statement and set forth on the form of proxy issued for
such annual meeting of stockholders. It is urged that any such proposals be
sent certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Section 2.10 of the Company's
Articles of Incorporation, which provides that business at an annual meeting of
stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than (i) with respect to
this first annual meeting of stockholders, the close of business on the tenth
day following the date on which notice of the Annual Meeting is first given to
stockholders and (ii) with respect to any succeeding annual meeting of
stockholders, 90 days prior to the anniversary date of the mailing of the proxy
materials by the Company for the immediately preceding annual meeting. A
stockholder's notice to the Secretary must set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name
and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of the Company
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended June 30, 1997 accompanies this Proxy Statement. Such annual report is
not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR FISCAL 1997 REQUIRED TO BE FILED WITH THE COMMISSION UNDER THE 1934 ACT.
SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO JAMES W. KIHM, VICE PRESIDENT AND
SECRETARY, PENNWOOD BANCORP, INC., 683 LINCOLN AVENUE, BELLEVUE, PENNSYLVANIA
15202. THE FORM 10-K IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
<PAGE> 18
15
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that the proxies solicited hereby will be voted with respect to those
other matters in accordance with the judgment of the persons voting the
proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the Company's Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
<PAGE> 19
REVOCABLE PROXY
PENNWOOD BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PENNWOOD BANCORP, INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON OCTOBER 29, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of September 24,
1997, hereby authorizes the Board of Directors of the Company, or any
successors thereto, as proxies with full powers of substitution, to represent
the undersigned at the Annual Meeting of Stockholders of the Company to be held
at the main office of the Savings Bank, located at 683 Lincoln Avenue,
Bellevue, Pennsylvania, on Wednesday, October 29, 1997 at 6:00 p.m., Eastern
Time, and at any adjournment of said meeting, and thereat to act with respect
to all votes that the undersigned would be entitled to cast, if then personally
present, as follows:
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term: Paul S. Pieffer, Robert W. Hannan and Michael
Kotyk.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending June 30,
1998.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE> 20
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated: , 1997
---------------------
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Signature(s)
PLEASE SIGN THIS EXACTLY AS
YOUR NAME(S) APPEAR(S) ON THIS PROXY.
WHEN SIGNING IN A REPRESENTATIVE
CAPACITY, PLEASE GIVE TITLE. WHEN
SHARES ARE HELD JOINTLY, ONLY ONE
HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
