<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
UNIVEST CORPORATION OF PENNSYLVANIA
- -----------------------------------------------------------------------------
(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):
/ / 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>
[LOGO} UNIVEST
---------------------------
Corporation Of Pennsylvania
14 North Main Street
Souderton, Pennsylvania 18964
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 7, 1998
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Shareholders of Univest Corporation of
Pennsylvania will be held on Tuesday, April 7, 1998, at 10:45 in the morning,
in the Univest Building, 14 North Main Street, 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 2001.
2. FOR the election of three alternate directors for a one-year term
expiring in 1999.
3. FOR the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the year
1998.
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 3, 1998, 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
ROBERT H. SCHONG
SECRETARY
March 6, 1998
<PAGE>
PROXY STATEMENT
ALL INFORMATION CONTAINED IN THIS PROXY DOES NOT TAKE INTO
CONSIDERATION ANY EFFECTS FROM THE 100% STOCK DIVIDEND IN THE FORM OF A STOCK
SPLIT TO BE PAID ON MAY 1, 1998 TO SHAREHOLDERS OF RECORD ON APRIL 14, 1998.
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, 14 North Main Street, Souderton,
Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be held
April 7, 1998, 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 6, 1998. 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 1998.
The Board of Directors has fixed the close of business on March 3,
1998, as the record date for the determination of shareholders entitled to
notice and to vote at the Annual Meeting. As of March 3, 1998, there were
issued 3,927,161 and outstanding 3,816,873 shares of Common Stock (exclusive
of 110,288 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 366,734
shares or 11.7% 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 Class II Directors and Alternate
Directors as a group beneficially own 251,545 shares of the Corporation's
Common Stock. The group consists of 9 persons: the five (5) executive
officers and the nominees for Class II 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, 1997, has been mailed to each
shareholder of record on March 3, 1998. The Annual Report is not a part of
the proxy soliciting material.
<PAGE>
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 2001 and a pool of three
Alternate Directors for a one-year term expiring in 1999.
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.
NOMINEES:*
The following information, as of February 13, 1998, is provided with
respect to the nominees for election to the Board.
<TABLE>
<CAPTION>
SHARES OF COMMON
NAME, AGE & YEAR OF STOCK BENEFICIALLY
ELECTION AS DIRECTOR** BUSINESS EXPERIENCE OWNED 2/13/98***
<S> <C> <C>
CLASS II (TO BE ELECTED FOR A THREE-YEAR TERM EXPIRING 2001):
James L. Bergey 62 (1984) President, Abram W. Bergey and 6,879 (1)
Sons, Inc. (Floor Coverings)
Charles H. Hoeflich 83 (1962) Chairman Emeritus of the Corporation 112,740
Clair W. Clemens 67 (1984) Director, Hatfield Quality Meats, Inc. 4,595
(Pork Processing)
John U. Young 59 (1988) President, Alderfer Bologna Co.Inc 6,840 (2)
(Meat Processing)
ALTERNATE DIRECTORS (TO BE ELECTED FOR A ONE-YEAR TERM EXPIRING 1999):
William S. Aichele 47 (1990) President of the Corporation and 9,121 (3)
President of Union
Marvin A. Anders 58 (1996) Vice Chairman of the Corporation 62,653 (4)
and Vice Chairman of Union
H. Ray Mininger 57 (1995) President, H. Mininger & Son, Inc. 2,918
(General Contractor)
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 1999):
R. Lee Delp 51 (1994) President and CEO, Moyer Packing Company 1,679
(Beef Packers and Renderers)
Harold M. Mininger 79 (1957) Retired. Mininger & 59,789 (5)
Son, Inc. (General Contractor)
P. Gregory Shelly 52 (1985) President, Shelly Enterprises, Inc. 18,622 (6)
(Building Materials)
CLASS I (TO BE CONTINUING FOR A TERM EXPIRING 2000):
Norman L. Keller 60 (1974) Executive Vice President of the 14,562 (7)
Corporation and President of Pennview
Thomas K. Leidy 59 (1984) Chairman & President, Leidy's, Inc. 68,816 (8)
(Pork Processing)
Merrill S. Moyer 64 (1984) Chairman of the Corporation and 67,878 (9)
Chairman of Union
</TABLE>
<PAGE>
*Clair W. Clemens and Merrill S. Moyer are cousins. Harold M. Mininger and
H. Ray Mininger are father and son. There is no family relationship among
any of the other nominees. All nominees now are directors or alternate
directors respectively. Merrill S. Moyer, William S. Aichele, and Marvin A.
Anders 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.
**Dates indicate initial year as a director or alternate director of UNIVEST
or the subsidiary banks.
***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%); and Marvin A. Anders (1.3%).
1. Includes 337 shares owned by a member of Mr. Bergey's family. He disclaims
beneficial ownership of these shares.
2. Includes 2,964 shares owned by members of Mr. Young's family. He disclaims
beneficial ownership of these shares.
3. Includes 41 shares owned by members of Mr. Aichele's family. He disclaims
beneficial ownership of these shares.
4. Includes 40,000 shares in the Univest Deferred Salary Savings Plan of which
Mr. Anders is a co-trustee and 9,695 shares owned by a member of his
family. He disclaims beneficial ownership of these shares.
5. Includes 18,045 shares owned by a member of Mr. Mininger's family. He
disclaims beneficial ownership of these shares.
6. Includes 7,011 shares owned by members of Mr. Shelly's family. He
disclaims beneficial ownership of these shares.
7. Includes 4,262 shares owned by members of Mr. Keller's family. He disclaims
beneficial ownership of these shares.
8. Includes 40,000 shares in the Univest Deferred Salary Savings Plan of which
Mr. Leidy is a co-trustee, 1,877 shares owned by a member of his family,
and 9,411 shares over which he shares voting and/or investment power. He
disclaims beneficial ownership of these shares.
9. Includes 40,000 shares in the Univest Deferred Salary Savings Plan of which
Mr. Moyer is a co-trustee, and 6,519 shares owned by a member of his
family. He disclaims beneficial ownership of these shares.
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. William G. Morral, a director of Pennview Savings Bank,
filed one monthly report late when other persons in his family received shares
as gifts.
<PAGE>
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 $100,000 during
1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
-------------------------------------- ------------
Securities
Name and Principal Position Year Salary Bonus Other Annual Underlying All Other
Compensation Options/SARs Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
($) ($) ($)[1] # ($)[2]
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill S. Moyer 1997 $275,000 $75,625 $4,836 -- $89,869
Chairman and CEO 1996 $250,000 $71,875 [3] -- $32,487
of the Corporation 1995 $240,000 $69,000 [3] 9,100 $30,994
William S. Aichele 1997 $175,000 $38,500 $3,219 -- $16,750
President of the Corporation 1996 $166,500 $38,295 [3] -- $13,936
and President and 1995 $160,000 $36,800 [3] 5,000 $14,090
CEO of Union
Norman L. Keller 1997 $139,000 $22,935 $2,611 -- $34,248
Executive Vice President of the 1996 $138,000 $31,740 [3] -- $36,708
Corporation and President and 1995 $137,000 $23,633 [3] 3,500 $36,478
CEO of Pennview
Marvin A. Anders 1997 $130,000 $28,600 $1,550 -- $15,900
Vice Chairman of the 1996 $127,000 $29,210 [3] -- $19,170
Corporation and Union 1995 $123,500 $28,405 [3] 3,500 $18,245
National Bank
Wallace H. Bieler 1997 $115,000 $18,975 $1,550 -- $16,294
Executive Vice President of the 1996 $110,000 $18,975 [3] -- $11,908
Corporation and Executive Vice 1995 $106,000 $18,285 [3] 3,000 $11,783
President of Union
</TABLE>
[1] Includes use of company car and personal tax preparation services.
[2] The amount and type of "All Other Compensation" accrued in 1997 for
each of the executives named above is detailed in schedule (1).
[3] The values are included under 'All Other Compensation' as reported in
fiscal years 1995 and 1996.
SCHEDULE (1) -- ALL OTHER COMPENSATION:
<TABLE>
<CAPTION>
NAMED EXECUTIVE CONTRIBUTION
----------------------------------------------------------------------------------------
SUPPLEMENTAL
401K PENSION PLAN TOTAL
--------------------------------------------------------
<S> <C> <C> <C>
Merrill S. Moyer $4,750 $85,119 $89,869
William S. Aichele 4,750 12,000 16,750
Norman L. Keller 4,248 30,000 34,248
Marvin A. Anders 3,900 12,000 15,900
Wallace H. Bieler 3,450 12,844 16,294
</TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (#) FY-END ($)
SHARES VALUE
ACQUIRED ON REALIZED EXERCISABLE(E) EXERCISABLE(E)
NAME EXERCISE ($)[1] UNEXERCISABLE(U) UNEXERCISABLE(U)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill S. Moyer - 0 - $0 11,170(E) $355,932(E)
9,480(U) 298,813(U)
William S. Aichele - 0 - $0 3,832(E) $129,522(E)
8,168(U) 252,328(U)
Norman L. Keller - 0 - $0 2,832(E) $ 95,722(E)
6,043(U) 187,628(U)
Marvin A. Anders 1,000 $15,675 918(E) $ 31,028(E)
5,832(U) 180,497(U)
Wallace H. Bieler 417 $6,536 834(E) $ 28,189(E)
4,582(U) 140,622(U)
</TABLE>
[1] 'Value Realized' is calculated by subtracting the exercise price from the
Fair Market Value as of the exercise date
Fair Market Value is calculated as the mean of the highest and lowest quoted
selling price of the Stock on the 'Bulletin Board,' an automated quotation
system for OTC equities under Section 17(b) of the Securities Act of 1934
operated by the National Association of Security Dealers, Inc.
<PAGE>
UNIVEST CORP. OF PENNSYLVANIA
BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY HAS
FURNISHED THE FOLLOWING REPORT ON EXECUTIVE COMPENSATION FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1997.
COMMITTEE RESPONSIBILITIES
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
four members appointed by the Board: James L. Bergey, Charles H. Hoeflich,
who formerly served as Chairman of Univest Corporation, Thomas K. Leidy, and
Harold M. Mininger.
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.
IRC (S) 162(M)
The Committee has considered Section 162(m) of the Internal Revenue
Code of 1986, as amended (the 'Code'), regarding qualifying compensation paid
to Univest's executive officers for deductibility in structuring compensation
arrangements for 1997. The Committee intends to make every effort to ensure
that all compensation awarded to Univest's executives is fully deductible.
The regulations implementing Section 162(m) have not required any changes in
the Company's current executive compensation program in order to maintain the
deductibility of executive compensation where the Company anticipates a
deduction.
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.
For the named executive officers, excluding the CEO, base salary
increases ranged up to 5.1%. The base salary increases were in keeping with
the emphasis on performance driven compensation utilizing annual and
long-term incentives. The Committee believes the senior executives base
salary structure is well within the competitive range for the industry
comparator group. Future base salary adjustments will continue to be based on
industry group norms as well as on Univest performance measures.
ANNUAL INCENTIVES
The annual incentive plan is a key tool for the Committee to manage
executive compensation by recognizing performance while minimizing salary
increases. Annual incentive performance measures included corporate return on
asset performance as well as team, unit, and group level operating
performance goals.
With respect to performance, Return on Assets for 1997 was 1.42%,
reflecting continued strong financial performance. For the senior executives,
excluding the CEO, payments ranged from $18,975 to $38,500 and were
indicative of the strong performance demonstrated by the Company and the
individuals.
LONG-TERM INCENTIVES
The Univest Long-Term Incentive Plan was 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 awards was therefore
tied directly to the creation of shareholder value.
<PAGE>
Participation in the Long-Term Incentive Plan is determined by the
Committee. The committee may grant either stock option or long-term
performance share awards to executives and other employees. These will have
value to the recipients only if shareholder value is created, either in the
form of stock price appreciation and/or the increased ability of Univest to
pay dividends on its stock. The Committee continues to believe that
shareholders benefit from a greater emphasis on encouraging management to own
Company stock. In order to facilitate creating this stronger mutual interest
between shareholders and management the Committee has endorsed the
implementation of a process which encourages senior management executives to
exercise their vested stock options and retain the stock acquired. [The
Committee intends to adopt a program which includes partial payment of annual
incentive awards in the form of Company stock rather than cash.] No new
grants were awarded to any of the Named Executive Officers in 1997.
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 1998 and
beyond.
CEO COMPENSATION
The salary paid to Mr. Merrill S. Moyer in 1997 was increased to
$275,000 compared with $250,000 in 1996. The 10% increase in base salary was
provided to Mr. Moyer to better align his base salary with CEOs of a
comparator group.
Mr. Moyer's 1997 bonus award was $75,625 in cash. This award was
equal to 27.5% of his 1997 base salary and was determined based on Univest's
achievement of annual incentive performance measures, including return on
asset performance and individual performance.
CONCLUSION
Through the programs described above, a significant portion of the
Company' executive compensation is linked directly to individual and
corporate performance and growth in shareholder value. The Committee intends
to continue the policy of linking executive compensation to individual and
corporate performance and growth in shareholder value, recognizing that the
business cycle from time to time may result in an imbalance for a particular
period.
UNIVEST CORPORATION COMPENSATION COMMITTEE
James L. Bergey
Charles H. Hoeflich
Thomas K. Leidy
Harold M. Mininger
<PAGE>
NON-MANAGEMENT DIRECTOR COMPENSATION:
Each non-employee Director or Alternate Director is paid an annual
retainer fee of $7,500. Each non-employee Director or Alternate Director
receives a fee of $650 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 $550 for each meeting attended.
Non-employee Directors or Alternate Directors who attend other committees of
the Board of Directors receive a fee ranging from $300 to $400 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, 3.3% of the total
remuneration of all plan participants, calculated on an actuarial basis, was
accrued during 1997. 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, 1998) are estimated as follows:
<TABLE>
<CAPTION>
HIGHEST YEARS OF SERVICE
CONSECUTIVE -------------------------------------------------------------------------------------------------------
5-YEAR AVG. 20 25 30 35 40 45 50
SALARY -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000 $ 49,317 $ 54,146 $ 58,976 $ 63,805 $ 67,555 $ 71,305 $ 75,055
200,000 66,817 73,521 80,226 86,930 91,930 96,930 101,930
250,000 84,317 92,896 101,476 110,055 116,305 122,555 128,805
300,000 101,817 112,271 122,726 133,180 140,680 148,180 155,680
350,000 119,317 131,646 143,976 156,305 165,055 173,805 182,555
</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.
<PAGE>
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
$242,806 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 part-time employees averaging a certain number of hours 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.
During 1997, the Corporation and its subsidiaries paid $568,568 to H.
Mininger & Son, Inc. for building expansion projects which were in the normal
course of business on substantially the same terms as available from others.
H. Ray Mininger, Alternate Director, is president of H. Mininger & Son, Inc.
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 1998.
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.
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIVEST CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ BANK INDEX
400--------------------------------------------------------------------------
#
@
300--------------------------------------------------------------------------
D $
O @
L #
L
A 200--------------------------------------------------------------------------
R $
S #
@
# $
#
$@ @$
100$#@-----------------------------------------------------------------------
0--------------------------------------------------------------------------
12/92 12/93 12/94 12/95 12/96 12/97
- --------------------------------------------------------------------------------
UNIVEST CORPORATION NASDAQ STOCK MARKET (U.S.) NASDAQ BANK
# $ @
- --------------------------------------------------------------------------------
12/92 12/93 12/94 12/95 12/96 12/97
----- ----- ----- ----- ----- -----
UNIVEST CORPORATION 100 144 158 178 217 377
NASDAQ STOCK MARKET
(U.S.) 100 114 112 159 195 240
NASDAQ BANK 100 115 114 169 223 375
* $100 INVESTED ON 12/31/92 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
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.
<PAGE>
DIRECTORS' MEETINGS AND COMMITTEES
UNIVEST's Board of Directors met twelve times during 1997. 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 1997 Audit Committee, consisting of Charles H. Hoeflich, Harold
M. Mininger, William G. Morral, P. Gregory Shelly, and John U. Young, all
external directors of the Corporation,or its subsidiaries met four times
during 1997 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 1999 Annual Meeting must be received by the Corporation no
later than November 9, 1998, to be eligible for inclusion in the Proxy
Statement and proxy relating to that meeting.
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.
The Board of Directors on January 28, 1998, authorized and adopted an
amendment to Paragraph 5 of the Articles of Incorporation pursuant to Section
1914 (C)(3)(ii) of the Pennsylvania Business Corporation Law. The action
increases the number of authorized shares of Common Stock from 12,000,000 to
24,000,000 in connection with the 100% stock dividend in the form of a stock
split to the Corporation's Shareholders of Record as of April 14, 1998,
payable on May 1, 1998. The purpose of the amendment is to vest with the
Board of Directors as much flexibility as possible to issue additional shares
for proper corporate purposes including financing, acquisition, investment
opportunities, stock dividends, stock splits, employee incentive plans and
other similar purposes.
The amended paragraph 5 of the Articles of Incorporation of this
Corporation reads as follows:
5. The aggregate number of shares which this Corporation shall have
authority to issue is 24,000,000 shares of Common Stock having a par
value of five dollars ($5) per share.
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 6, 1998 CHAIRMAN
ROBERT H. SCHONG
SECRETARY
<PAGE>
[LOGO] UNIVEST
--------------------------
Corporation of Pennsylania PROXY
14 North Main Street, Souderton, Pennsylvania 18964 and Voting Instruction Card
- --------------------------------------------------------------------------------
UNIVEST'S DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2, and 3.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
For Withheld For Withheld
1.Election of Four / / / / 2. Election of three / / / / 3. Election of Ernst & Young LLP as Independent
Class II Directors Alternate Directors Certified Public Accountant for 1998
James L. Bergey, Charles H. Hoeflich, William S. Aichele, Marvin A. Anders, For Against
Clair W. Clemens, and John U. Young H. Ray Mininger / / / /
FOR, EXCEPT VOTE WITHHELD FOR, EXCEPT VOTE WITHHELD
FOLLOWING NOMINEE(S): FOLLOWING NOMINEE(S):
- ---------------------------------------- ---------------------------------------
Signature(s): (Date)
---------------------------------------------- ------------------------------------------------- ---------------
</TABLE>
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.
<PAGE>
FOLD AND DETACH HERE
[LOGO] UNIVEST
---------------------------
Corporation of Pennsylvania
14 North Main Street, Souderton, Pennsylvania, 18964
PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 7, 1998
The annual Meeting of Shareholders of Univest Corporation of Pennsylvania will
be held on Tuesday, April 7, 1998, at the Univest Building, 14 North Main
Street, Souderton, Pennsylvania, at 10:45 a.m.
The top (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 in 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.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
UNIVEST CORPORATION OF PENNSYLVANIA
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 7, 1998.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 6, 1998, 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 1998 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, Clair W. Clemens, and John
U. Young), FOR the election of the nominees for Alternate Director (those
nominees are William S. Aichele, Marvin A. Anders, and H. Ray Mininger), and
FOR the selection of Ernst & Young LLP as the Corporation's Independent
Certified Public Accountant for 1998.
Please complete, sign, and date this Card on the reverse side and return it
promptly in the enclosed reply envelope.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
