UNIVEST CORPORATION OF PENNSYLVANIA
Broad & Main Street
Souderton, Pennsylvania 18964
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 11, 1995
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Shareholders of Univest Corporation of
Pennsylvania will be held on Tuesday, April 11, 1995, at 10:45 in the
morning, in the Univest Building, Broad & Main Streets, Souderton,
Pennsylvania.
Univest's Board of Directors recommends a vote:
1. For the election of four Class II directors for a three-year term
expiring in 1998.
2. For the election of three alternate directors for a one-year term
expiring in 1996.
3. For the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the
year 1995.
Other business, of which none is anticipated, as may properly come
before the meeting or any postponements or adjournments thereof will be
transacted.
The close of business on March 8, 1995, has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled
to notice of and to vote at the annual meeting.
The accompanying Proxy statement forms a part of this notice.
SEPARATE PROXY CARDS ARE ENCLOSED TO SHAREHOLDERS FOR THE PURPOSE OF VOTING
ALL THEIR SHARES OF THE CORPORATION'S COMMON STOCK. ALL CARDS SHOULD BE
SIGNED AND RETURNED SO THAT ALL YOUR SHARES MAY BE VOTED.
IT IS IMPORTANT THAT EACH SHAREHOLDER EXERCISE HIS RIGHT TO VOTE.
Whether or not you plan to attend the meeting, we urge that you execute and
return your proxy cards as soon as possible in the enclosed postage-paid
envelope, in order that your shares will be represented at the meeting. If
you attend the meeting, you may vote in person.
By Order of the Board of Directors
MERRILL S.MOYER
Chairman
March 10, 1995
ROBERT H.SCHONG
Secretary
PROXY STATEMENT
Univest Corporation of Pennsylvania (Univest or Corporation) is a
multi-bank holding company organized by Union National Bank and Trust
Company of Souderton under the Bank Holding Company Act of 1956, as
amended, and subject to supervision by the Federal Reserve System.
Principal subsidiaries of the Corporation are Union National Bank and Trust
Company of Souderton (Union) and Pennview Savings Bank (Pennview).
The accompanying proxy is solicited by the Board of Directors ( Board)
of Univest Corporation of Pennsylvania, Broad & Main Streets, Souderton,
Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be
held April 11, 1995, and at any adjournment thereof. Copies of this proxy
statement and proxies to vote the Common Stock are being sent to the
shareholders on or about March 10, 1995. Any shareholder executing a proxy
may revoke it at any time by giving written notice to the Secretary of the
Corporation before it is voted. Some of the officers of the Corporation or
employees of its direct subsidiaries, including Union and Pennview and
other subsidiary companies may solicit proxies personally and by telephone,
if deemed necessary. The Corporation will bear the cost of solicitation
and will reimburse brokers or other persons holding shares of the
Corporation's voting stock in their names, or in the names of their
nominees, for reasonable expense in forwarding proxy cards and proxy
statements to beneficial owners of such stock.
The persons named in the proxy will vote in accordance with the
instructions of the shareholder executing the proxy, or in the absence of
any such instruction, for or against on each matter in accordance with the
recommendations of the Board of Directors set forth in the proxy.
Univest's Board of Directors recommends a vote:
1. FOR the election of the four Class II directors nominated by the
Board for a three-year term.
2. FOR the election of the three alternate directors nominated by the
Board for a one-year term.
3. FOR the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the
year 1995.
The Board of Directors has fixed the close of business on March 8,
1995, as the record date for the determination of shareholders entitled to
notice and to vote at the Annual Meeting. As of March 8, 1995, there were
issued 3,143,346 and outstanding 3,137,016 shares of Common Stock
(exclusive of 6,330 shares held as treasury stock which will not be voted).
Holders of record of the Corporation's Common Stock will be entitled
to one vote per share on all business of the meeting. The matters of
business listed in this proxy will be decided by majority vote of the
shares represented at the meeting. Certain other matters, of which none
are anticipated, may require super majority approval as specified by the
amended Articles of Incorporation. The presence in person or by proxy of
the holders of 66 2/3% of the outstanding shares of Common Stock will
constitute a quorum for the transaction of business at the meeting.
Union National Bank and Trust Company of Souderton holds 286,418
shares or 9.1% of the Corporation's Common Stock in various trust accounts
in a fiduciary capacity in its Trust Department. No one trust account has
5% or more of the Corporation's Common Stock.
Executive Officers and nominees for Directors and Alternate Directors
as a group beneficially own 426,598 shares of the Corporation's Common
Stock. The group consists of 16 persons: the five (5) executive officers
and the nominees for Directors and Alternate Directors who are not officers
of the Corporation or its subsidiaries.
A copy of the Annual Report to Shareholders, including financial
statements for the year ended December 31, 1994, has been mailed to each
shareholder of record on March 8, 1995. The Annual Report is not a part of
the proxy soliciting material.
ELECTION OF DIRECTORS
The persons named in the accompanying proxy intend to vote to elect as
directors the nominees listed below in each case, unless authority to vote
for directors is withheld in the proxy. The Bylaws authorize the Board of
Directors to fix the number of Directors to be elected from time to time.
By proper motion, they have established the number at four Class II
Directors to be elected for a three-year term expiring in 1998 and a pool
of three Alternate Directors for a one-year term expiring in 1996 at this
Shareholder Meeting.
Management is informed that all the nominees are willing to serve as
directors, but if any of them should decline or be unable to serve, the
persons named in the proxy will vote for the election of such other person
or persons as may be designated by the Board of Directors, unless the Board
of Directors reduces the number of directors in accordance with the
Corporation's Bylaws.
<TABLE>
Nominees: *<F1>
The following information, as of February 24, 1995, is provided with
respect to the nominees for election to the Board.
<CAPTION>
Shares of Common
Name, Age & Year of Stock Beneficially
Election as Director**<F2> Business Experience Owned 2/24/95***<F3>
Class II (to be elected for a three-year term expiring 1998):
<S> <C> <C>
James L. Bergey 59 (1984) President, Abram W. Bergey and 5,048
Sons, Inc. (Floor Coverings)
Charles H. Hoeflich 80 (1962) Chairman Emeritus of the Corporation 91,832
Jules Pearlstine, Esq. 70 (1976) Attorney, Litow, Cutler, & Zabludowski
(Florida) (Attorneys) 123,564
John U. Young 56 (1988) President, Alderfer Bologna Co. 5,420 (1)<F4>
(Meat Processing)
<CAPTION>
Alternate Directors (to be elected for a term of one year expiring 1996):
<S> <C> <C>
William S. Aichele 44 (1990) Executive Vice President of the 7,084
Corporation and President and CEO of Union
Clair W. Clemens 64 (1984) Chairman, Hatfield Quality 3,676
Meats, Inc. (Pork Processing)
R. Lee Delp 48 (1994) Principal, R. L. Delp and Company. 1,000
(Private Management Consulting)
<CAPTION>
The following directors are not subject to election now as they were elected
in prior years for terms expiring in future years.
Class III (to be continuing for a term expiring 1996):
<S> <C> <C>
Norman G. Good 70 (1975) Retired, Norman G. Good, Inc. 13,430
(Plumbing, Heating & Air Conditioning
Contractor)
Harold M. Mininger 76 (1957) Retired, H. Mininger & Son, Inc. 51,572 (2)<F5>
(General Contractor)
Curtis F. Moyer 71 (1971) President, Moyer Packing Company 21,098
(Beef Packers and Renderers)
P. Gregory Shelly 49 (1985) President, Shelly Enterprises, Inc. 13,774 (3)<F6>
(Building Materials)
<CAPTION>
Class I (to be continuing for a term expiring 1997):
<S> <C> <C>
Norman L. Keller 57 (1974) Executive Vice President of the 11,058 (4)<F7>
Corporation and President and CEO of
Pennview
Thomas K. Leidy 56 (1984) President, Leidy's, Inc. 43,831 (5)<F8>
(Pork Processing)
Merrill S. Moyer 61 (1984) Chairman & President of the 39,668 (6)<F9>
Corporation & Chairman of Union
<FN>
<F1>*Clair W. Clemens and Merrill S. Moyer are cousins. There is no family
relationship among any of the other nominees. All nominees now are
directors or alternate directors respectively. Merrill S. Moyer and
William S. Aichele are officers of UNIVEST and Union National Bank and
Trust Company. Norman L. Keller is an officer of UNIVEST and Pennview
Savings Bank. Other directors are non-management directors. During
1994, Jules Pearlstine and Clair W. Clemens attended fewer than 75% of
the meetings.
<F2>**Dates indicated initial year as a director or alternate director of
UNIVEST or the subsidiary banks.
<F3>***The shares "Beneficially owned" may include shares owned by or for,
among others, the spouse and/or minor children of the individuals and
any other relative who has the same home as such individual, as well as
other shares as to which the individual has or shares voting or
investment power. Beneficial ownership may be disclaimed as to certain
of the securities. Each nominee beneficially owns less than 1% of the
outstanding shares of the Common Stock of UNIVEST with the exception of
Charles H. Hoeflich (2.9%); Harold M. Mininger (1.6%); Jules Pearlstine
(3.9%), Thomas K. Leidy (1.4%); and Merrill S. Moyer (1.3%).
<F4>1. Includes 1,540 shares owned by members of Mr. Young's family. He
disclaims beneficial ownership of these shares.
<F5>2. Includes 16,694 shares owned by a member of Mr. Mininger's family. He
disclaims beneficial ownership of these shares.
<F6>3. Includes 4,416 shares over which Mr. Shelly shares voting and/or
investment power and 2,076 shares owned by members of his family. He
disclaims beneficial ownership as to certain of these shares.
<F7>4. Includes 3,410 shares owned by members of Mr. Keller's family. He
disclaims beneficial ownership as to certain of these shares.
<F8>5. Includes 25,181 shares in the Univest Deferred Salary Savings Plan of
which Mr. Leidy is a co-trustee, 1,142 shares owned by a member of his
family, and 4,376 shares over which he shares voting and/or investment
power. He disclaims ownership as to certain of these shares.
<F9>6. Includes 25,181 shares in the Univest Deferred Salary Savings Plan of
which Mr. Moyer is a co-trustee and 1,543 shares owned by a member of
his family. He disclaims ownership as to certain of these shares.
</TABLE>
Under federal securities law, the Corporation's directors, certain
officers, and persons holding more than ten percent of any class
of the Corporation's common stock are required to report, within specified
monthly and annual due dates, their initial ownership in any class of
the Corporation's common stocks and all subsequent acquisitions,
dispositions or other transfers of interest in such securities, if and to
the extent reportable events occur which require reporting by such due
dates. The Corporation is required to describe in this proxy statement
whether it has knowledge that any person required to file such a report may
have failed to do so in a timely manner. In that regard, this
Corporation's Deferred Salary Savings Plan, of which Merrill S. Moyer,
Marvin A. Anders, and Thomas K. Leidy are trustees, had transactions in the
Corporation's common stock. The co-trustees satisfied the filing
requirements in full except that one monthly report by these co-trustees
relating to one transaction for that plan was filed after the due date.
COMPENSATION AND ADDITIONAL INFORMATION
The following table sets forth, for the preceding three years, the
compensation which the Corporation and its subsidiaries paid to the five
highest paid executive officers whose compensation exceeded $100,000 during
1994.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
--------------------------------------
All Other
Name and Options/ Compensation
Principal Position Year Salary($) Bonus ($) SARs (#) ($) [1]<F1>
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Merrill S. Moyer 1994 $231,500 $25,000 0 $26,577
Chairman, President and 1993 225,000 20,000 9,100 26,454
CEO of the Corporation 1992 207,692 10,000 26,342
William S. Aichele 1994 $154,500 $20,000 0 $10,661
Executive Vice President 1993 150,009 15,000 4,600 10,538
of the Corporation and 1992 133,962 15,228 10,286
President and CEO of
Union
Norman L. Keller 1994 $137,000 $ 5,000 0 $34,110
Executive Vice President 1993 133,000 7,000 4,000 33,990
of the Corporation and 1992 133,433 6,718 33,975
President and CEO of
Pennview
Marvin A. Anders 1994 $120,000 $12,000 0 $16,660
Vice Chairman of the 1993 116,500 7,500 3,500 16,555
Corporation and 1992 114,756 7,337 16,525
Executive Vice President
of Union
Wallace H. Bieler 1994 $ 101,500 $12,000 0 $10,153
Senior Vice President of 1993 98,500 8,500 2,000 10,063
the Corporation and 1992 92,942 6,893 9,943
Senior Vice President of
Union
<F1>[1] The amount and type of "All Other Compensation" accrued in 1994 for
each of the executives named above is as follows:
</TABLE>
<TABLE>
<CAPTION>
Named Executive Contribution
- ------------------------------------------------------------
Supplemental
401K Pension Plan
-----------------------------
<S> <C> <C>
Merrill S. Moyer $4,620 $21,957
William S. Aichele 4,620 6,041
Norman L. Keller 4,110 30,000
Marvin A. Anders 3,600 13,060
Wallace H. Bieler 3,045 7,108
</TABLE>
<TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARS at Options/SARS at
FY-End (#) FY-End ($)
Shares Value
Acquired on Realized Exercisable/ Exercisable/
Name Exercise(#)($) ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill S. Moyer 0 0 0/9,100 0/12,513
Chairman, President and
CEO of the Corporation
William S. Aichele 0 0 0/4,600 0/6,325
Executive Vice President
of the Corporation and
President and CEO of Union
Norman L. Keller 0 0 0/4,000 0/5,500
Executive Vice President
of the Corporation and
President and CEO of Pennview
Marvin A. Anders 0 0 0/3,500 0/4,813
Vice Chairman of the
Corporation and
Executive Vice President
of Union
Wallace H. Bieler 0 0 0/2,000 0/2,750
Senior Vice President of
the Corporation and
Senior Vice President of Union
There were no option exercises by Named Executives during 1994.
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Executive compensation is determined by the Compensation Committee of the
Board of Directors (the "Committee"). The Committee is responsible for
setting the compensation level for the Chief Executive Officer and setting
and reviewing compensation levels for all other executive officers of the
Corporation. The Committee consists of five members appointed by the
Board: James L. Bergey, Charles H. Hoeflich, who formerly served as
Chairman of Univest Corporation, Thomas K. Leidy, Harold M. Mininger, and
Curtis F. Moyer.
The Committee believes that it is important to reinforce its executive
compensation philosophy by using both short- and long-term incentive
compensation awards linking payouts directly to performance. Compensation
for Univest's senior executives is also designed to be competitive with
other comparable regional banking institutions and to reward performance.
Base Salaries:
An important objective of Univest's Executive Compensation Program is to
attract and retain qualified management talent, and the level of base
salaries plays a key role in reaching this objective. In setting executive
salaries, the Committee uses competitive information derived from a review
of the appropriate regional marketplace, including formal salary surveys
and an analysis of comparator group norms. The final determination of
salary adjustments balances the objective of maintaining competitive
salaries with that of rewarding performance.
The salary paid to Mr. Merrill S. Moyer in 1994 was $231,500 compared with
$225,000 in 1993. The increase represents a modest 2.9% of base salary, in
line with Univest's philosophy to minimize base salary increases in favor
of variable compensation based on performance. Information from outside
consultants indicates that Mr. Moyer's salary is within comparator group
norms, and the base salary increase is below industry standards for 1994.
For the remaining named executive officers, base salaries were indicated by
outside consultants to be within comparator group norms. For this group,
base salary increases were at 3.0%. The base salary increase was modest in
keeping with the emphasis on performance driven compensation and is below
industry standards. Future base salary adjustments will be based on
industry group norms as well as on Univest performance measures.
Annual Incentives:
With 1994 marking the first year of an expanded use of variable
compensation, the Committee determined incentive awards based on a
combination of Univest financial performance measures and individual
contributions. Also during 1994, a formal annual incentive approach was
finalized for implementation in 1995. This approach ties payouts directly
to both corporate and business unit results. The formal plan alters the
focus to include team performance at the business unit level. Annual
incentive performance measures include key corporate goals as well as team,
unit, and group level performance. The annual incentive plan also gives
the Committee the opportunity to recognize performance while minimizing
increases.
With respect to performance, Return on Assets for 1994 was 1.25% reflecting
continued strong financial performance. With respect to payouts for 1994,
the annual incentive amount paid to Mr. Moyer in 1994 was $25,000 compared
with $20,000 in 1993. The results from the comparator group study during
plan design indicate that the level of Mr. Moyer's annual incentive payment
is at the lower end of the comparator group range. For the remaining
senior executives, payments ranged from $5,000 to $20,000 and were based on
a combination of performance measures and individual contribution.
Annual incentive payments for 1995 will be based on the formal plan
established in 1994. In addition, the levels of compensation within the
comparator group will be reviewed to determine whether anticipated payments
are within comparator group norms.
Long-Term Incentives:
Going forward, the Committee will base all decisions related to long-term
compensation on the Long-Term Incentive Plan which was formalized during
1994. This plan will be implemented in 1995 in order to promote the long-
term objectives of Univest, retain key executives, encourage growth in
shareholder value, and encourage management investment in the Corporation.
Compensation derived from long-term incentive awards will be tied directly
to the creation of shareholder value.
Participation in the Long-Term Incentive Plan is determined by the
Committee. The Committee may grant either stock options or long-term
performance share awards to executives and other employees which will have
value to the recipients only if value is created, either in the form of
stock price appreciation and/or the increased ability of Univest to pay
dividends on its stock.
For 1994, the Committee concluded that no long-term incentive awards would
be made in light of the fact that the 1993 grants were established to cover
a period greater than one year. In 1993, stock option grants to each of
the named executives were structured to provide for executive retention
through a five-year vesting schedule, with options vesting one-third per
year, commencing after the second year after the date of grant.
Future Award Determination:
The Committee will continue to reassess Univest's Executive Compensation
Program in order to ensure that it promotes the long-term objectives of
Univest, encourages growth in shareholder value, provides the opportunity
for management investment in the Corporation, and attracts and retains top-
level executives who will manage strategically in 1995 and beyond.
James L. Bergey
Charles H. Hoeflich
Thomas K. Leidy
Harold M. Mininger
Curtis F. Moyer
NON-MANAGEMENT DIRECTOR COMPENSATION:
Each non-employee Director or Alternate Director is paid an annual retainer
fee of $3,000. Each non-employee Director or Alternate Director receives a
fee of $450 for each Board of Directors meeting of Univest, Union, or
Pennview which he attends. Only one fee is paid to the Director or
Alternate Director if these Boards meet on a concurrent basis. Non-
employee Directors who are members of the Executive Committee or Loan
Policy Committee of the Board of Directors receive a fee of $400 for each
meeting attended. Non-employee Directors or Alternate Directors who attend
other committees of the Board of Directors receive a fee ranging from $200
to $300 for each meeting attended.
RETIREMENT, SALARY CONTINUATION, AND DEFERRED SALARY SAVINGS PLANS:
All officers and employees of the Corporation and its subsidiaries
working 1,000 hours or more in a plan year will accrue a benefit in that
year and will be included in a nondiscriminatory retirement plan which
qualifies under the Internal Revenue Code. The plan is compulsory and non-
contributory. Although costs are not allocated on an individual basis,
1.3% of the total remuneration of all plan participants, calculated on an
actuarial basis, was accrued during 1994. Benefits vest when an officer or
employee completes five years of service. In addition, the Corporation
maintains a non-qualified, unfunded plan, the Supplemental Retirement Plan
(the "Supplemental Retirement Plan"), which provides retirement benefits to
eligible employees. The table set forth below illustrates the total
combined estimated annual benefits payable under the Univest Retirement
Plan and the Supplemental Retirement Plan to eligible salaried employees in
hypothetical five (5) year average salary and years of service
classification (assuming retirement as of January 1, 1995) are estimated as
follows:
<TABLE>
YEARS OF SERVICE
<CAPTION>
Highest
Consecutive
5-Year Avg. -------------------------------------------------------------------
Salary 20 25 30 35 40 45 50
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 32,216 $ 35,270 $ 38,324 $ 41,378 $ 43,878 $ 46,378 $ 48,878
150,000 49,716 54,645 59,574 64,503 68,253 72,003 75,753
200,000 67,216 74,020 80,824 87,628 92,628 97,628 102,628
250,000 84,716 93,395 102,074 110,753 117,003 123,253 129,503
300,000 102,216 112,770 123,324 133,878 141,378 148,878 156,378
</TABLE>
The annual benefits are estimated on the basis of a straight life
annuity notwithstanding the availability of joint and survivor annuitant
and certain and continuous annuity options. Benefits are not subject to
reduction for Social Security benefits. For purposes of the plan (assuming
retirement at normal retirement date), Merrill S. Moyer, William S.
Aichele, Norman L. Keller , Marvin A. Anders, and Wallace H. Bieler
respectively, have thirty-six, forty-four, thirty, forty-seven , and forty-
five years of service. Certain groups of officers and employees have other
benefits for past service with now affiliated companies.
A salary continuation plan is provided for the individuals named in
the Summary Compensation Table and to certain other executive management of
the Corporation. The plan was established to provide pre- and post-
retirement death benefits. Additionally, retirement benefits are payable
upon the death, disability, or retirement of the individual covered by the
plan and are calculated as a percentage of base salary of the individual
adjusted for the cost of living. The retirement benefits payable to the
individual or the spouse of the individual are for a minimum of
ten (10) years and are determined in amount as of the retirement date. The
salary continuation plan is an unfunded promise to pay to the named
individuals which is subject to the substantial risk of forfeiture, and the
individual is not considered as vested pursuant to the plan.
On an optional basis, all officers and employees who have attained the
age of 21 and have completed 12 months of service may participate in a
deferred salary savings plan. Participants may defer from 1% to 15% of
their salary. The corporation or its subsidiaries will make a matching
contribution of 50% of the first 6% of the participant's salary. All
contributions are invested via a trust. The corporation's matching
contributions, amounting to $98,316, are vested at 50% at the end of two
years, 75% at the end of three years, and 100% at the end of four years.
Benefit payments normally are made in connection with a participant's
retirement. The plan permits early withdrawal of the money under certain
circumstances. Under current Internal Revenue Service regulations, the
amount contributed to the plan and the earnings on those contributions are
not subject to Federal income tax until they are withdrawn from the plan.
Compensation for Group Life Insurance premiums, hospitalization and
medical plans, and other personal benefits are provided to all full-time
employees and do not discriminate in favor of officers or directors of the
Corporation or its subsidiaries.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Union and Pennview had transactions with directors/officers of UNIVEST
or their associates, which comply with regulations of the Comptroller of
the Currency and the Federal Reserve System, involving only normal risks
which were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and did not involve
more than normal risk of collectibility or present other unfavorable
features.
The law firm of Brunner, Conver and Conver, in which Neil L. Conver, a
director of Pennview Savings Bank, is a partner, performs legal services
for Pennview Savings Bank in the ordinary course of business. For the year
ended December 31, 1994, fees received by Brunner, Conver and Conver for
services performed for Pennview Savings Bank, amounted to less than 5% of
the firm's gross revenues.
INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders are asked to ratify the action of the Board of Directors
in selecting Ernst & Young LLP as the independent certified public
accountant for the year 1995.
If the Shareholders do not ratify the selection of Ernst & Young LLP,
the selection of an independent certified public accountant will be
reconsidered and made by the Board of Directors.
It is understood that even if the selection is ratified, the Board of
Directors, in its discretion, may direct the appointment of a new
independent certified public accountant at any time during the year if the
Board determines that such a change would be in the best interests of the
Corporation and its shareholders.
A representative of Ernst & Young LLP is expected to be present at the
shareholders' meeting with the opportunity to make a statement if he
desires to do so and is expected to be available to respond to appropriate
questions.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*<F1>
AMONG UNIVEST CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ BANK INDEX
<CAPTION>
NAME 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C>
Univest Corporation 94 87 110 159 179
NASDAQ Stock Market - US 85 136 159 181 177
NASDAQ Bank 73 120 175 199 199
<F1>*$100 INVESTED ON 12/31/89 IN STOCK OR INDEX - INCLUDING REINVESTMENT
OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
</TABLE>
The Stock Price Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that UNIVEST
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
DIRECTORS' MEETINGS AND COMMITTEES
UNIVEST's Board of Directors met thirteen times during 1994. All
members of Univest's Board serve as a nominating committee. It proposes
names for nomination for election or re-election to the Board.
The 1994 Audit Committee, consisting of Charles H. Hoeflich, Harold M.
Mininger, Curtis F. Moyer, Jules Pearlstine, and John U. Young, all
external directors of the Corporation, met four times during 1994 to
recommend the selection of the independent certified public accountant, to
discuss the scope of activities of the independent certified public
accountant, and to review activities of the internal auditor.
SHAREHOLDER PROPOSALS
Proposals by shareholders which are intended to be presented at the
Corporation's 1996 annual meeting must be received by the Corporation no
later than November 13, 1995.
According to bylaws of the Corporation, a proposal for action to be
presented by any shareholder at an annual or special meeting of
shareholders shall be out of order unless specifically described in the
Corporation's notice to all shareholders of the meeting and the matters to
be acted upon thereat or unless the proposal shall have been submitted in
writing to the Chairman and received at the principal executive offices of
the Corporation at least 60 days prior to the date of such meeting, and
such proposal is, under law, an appropriate subject for shareholder action.
OTHER BUSINESS
The Board of Directors and Management do not intend to present to the
meeting any business other than as stated above. They know of no other
business which may be presented to the meeting. If any matter other than
those included in this proxy statement is presented to the meeting, the
persons named in the accompanying proxy will have discretionary authority
to vote all proxies in accordance with their best judgment.
SHAREHOLDERS ARE URGED TO SIGN THE ENCLOSED PROXY, SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS AND RETURN IT AT ONCE IN THE ENCLOSED ENVELOPE.
PROXIES WILL BE VOTED IN ACCORDANCE WITH SHAREHOLDERS' DIRECTIONS. THE
PROXY DOES NOT AFFECT THE RIGHT TO VOTE IN PERSON AT THE MEETING AND MAY BE
REVOKED PRIOR TO THE CALL FOR A VOTE.
By Order of the Board of Directors
Souderton, Pennsylvania
MERRILL S. MOYER
March 10, 1995 Chairman
ROBERT H. SCHONG
Secretary
UNIVEST
CORPORATION OF PENNSYLVANIA
Broad & Main Streets, Souderton, Pennsylvania 18964
PROXY
and Voting Instruction Card
UNIVEST'S DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2, and 3.
FOR WITHHELD FOR WITHHELD
1. Election of Four [ ] [ ] 2. Election of three [ ] [ ]
Class II Directors Alternate Directors
James L. Bergey, Charles H. William S. Aichele, Clair W.
Hoeflich, Jules Pearlstine, Clemens, R. Lee Delp
John U. Young
FOR, EXCEPT VOTE WITHHELD FOR, EXCEPT VOTE WITHHELD
FOLLOWING NOMINEE(S): FOLLOWING NOMINEES(S):
________________________________ _________________________________
________________________________ _________________________________
FOR AGAINST
3. Selection of Ernst [ ] [ ]
& Young LLP as
Independent
Certified Public
Accountant for 1995
Signature(s): ______________ _______________ (Date)_________________
NOTE: Please sign as name(s) appear hereon. Give full title if signing for a
corporation, partnership, or as attorney, agent, or in another
representative capacity.
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FOLD AND DETACH HERE
UNIVEST
CORPORATION OF PENNSYLVANIA
Broad & Main Streets, Souderton, Pennsylvania, 18964
PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 11, 1995
The annual Meeting of Shareholders of Univest Corporation of Pennsylvania
will be held on Tuesday, April 11, 1995, at the Univest Building, Broad &
Main Streets, Souderton, Pennsylvania, at 10:45 a.m.
The top (blue shaded) portion of this form is your PROXY AND VOTING
INSTRUCTION CARD. Please COMPLETE, SIGN, and DATE the CARD, and then
DETACH, and RETURN the completed card PROMPTLY in the enclosed reply
envelope. You should do so even if you plan to attend the Annual Meeting.
If you do attend, you may override your proxy and vote in person if you
wish.
PLEASE COMPLETE, SIGN, AND DATE YOUR PROXY AND VOTING INSTRUCTION CARD,
DETACH IT, AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY ENVELOPE.
The signature(s) should be exactly as the name(s) appear above. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF UNIVEST CORPORATION OF
PENNSYLVANIA FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 11, 1995.
The undersigned, having received the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated March 10, 1995, hereby
appoints Harold F. Detweiler and Gerald G. Dunlap, or any of them, with
full power of substitution to each, proxies to represent the undersigned
and to vote all of the shares of the Common Stock of Univest Corporation of
Pennsylvania, (the "Corporation") that the undersigned would be entitled to
vote if personally present at the 1995 Annual Meeting of Shareholders of
the Corporation, or any adjournment thereof, as directed on the reverse
side and in their discretion on such other matters as may properly come
before the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed on the
reverse side hereof. If no direction is given, however, the shares
represented by this proxy will be voted FOR the election of the nominees
for Director (those nominees are James L. Bergey, Charles H. Hoeflich,
Jules Pearlstine, and John U. Young), FOR the election of the nominees for
Alternate Director (those nominees are William S. Aichele, Clair W.
Clemens, and R. Lee Delp), and FOR the selection of Ernst & Young LLP as
the Corporation's Independent Certified Public Accountant for 1995.
Please complete, sign, and date this Card on the reverse side and return it
promptly in the enclosed reply envelope.
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FOLD AND DETACH HERE
