[UNIVEST LOGO]
14 North Main Street
Souderton, Pennsylvania 18964
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 11, 2000
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Shareholders of Univest Corporation of Pennsylvania
will be held on Tuesday, April 11, 2000, 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 I directors for a three-year term
expiring in 2003.
2. FOR the election of three alternate directors for a one-year term
expiring in 2001.
3. FOR the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the year
2000.
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 7, 2000, 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/HER 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
NORMAN L. KELLER
March 10, 2000 Secretary
<PAGE>
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, 14 North Main Street, Souderton,
Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be held
April 11, 2000, 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, 2000. 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 I 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
2000.
The Board of Directors has fixed the close of business on March 7, 2000,
as the record date for the determination of shareholders entitled to notice and
to vote at the Annual Meeting. As of March 7, 2000, there were issued 7,854,321
and 7,073,707 outstanding shares of Common Stock (exclusive of 780,614 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 1,234,612 shares
or 16% 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.
As of February 11, 2000, executive officers, directors, and nominees for
Class I Directors and Alternate Directors as a group beneficially owned
1,006,259 shares of the Corporation's Common Stock. The group consists of 16
persons.
A copy of the Annual Report to Shareholders, including financial
statements for the year ended December 31, 1999, has been mailed to each
shareholder of record on March 7, 2000. 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 I Directors to be elected
for a three-year term expiring in 2003 and a pool of three Alternate Directors
for a one-year term expiring in 2001.
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 11, 2000, is provided with
respect to the nominees for election to the Board.
<TABLE>
<CAPTION>
Shares of
Common Stock
Name, Age & Year of Beneficially
Election as Director** Business Experience Owned 2/11/99***
<S> <C> <C>
Class I (to be elected for a three-year term expiring 2003):
William S. Aichele 49 (1990) President and CEO of the Corporation and 105,776 (1)
President and CEO of Union National Bank
Norman L. Keller 62 (1974) Executive Vice President of the 37,356 (2)
Corporation and President and CEO of
Pennview Savings Bank
Thomas K. Leidy 61 (1984) Chairman & President, Leidy's, Inc. 144,407 (3)
(Pork Processing)
Merrill S. Moyer 65 (1984) Chairman of the Corporation and 155,426 (4)
Chairman of Union National Bank
Alternate Directors (to be elected for a one-year term expiring 2001):
Richard W. Godshall 66 (1999) Physician, Upper Bucks Orthopaedic Association 1,886
H. Ray Mininger 59 (1995) President, H. Mininger & Son, Inc. 6,298
(General Contractor)
Margaret K. Zook 54 (1999) Administrator, Souderton Mennonite Homes 200
(Retirement Community)
</TABLE>
2
<PAGE>
The following directors are not subject to election now as they were elected in
prior years for terms expiring in future years.
<TABLE>
<S> <C> <C>
Class II (continuing for a term expiring 2001):
James L. Bergey 64 (1984) President, Abram W. Bergey and Sons, Inc. 13,988 (5)
(Floor Coverings)
Charles H. Hoeflich 85 (1962) Chairman Emeritus of the Corporation 226,479
Clair W. Clemens 69 (1984) Retired, Hatfield Quality Meats, Inc. 9,495
(Pork Processing)
John U. Young 61 (1988) President, Alderfer Bologna Co. Inc. 8,350
(Meat Processing)
Class III (continuing for a term expiring 2002):
Marvin A. Anders 60 (1996) Vice Chairman of the Corporation 130,167 (6)
and Vice Chairman of Union National Bank
R. Lee Delp 53 (1994) President and CEO, Moyer Packing Company 4,011
(Beef Packers and Renderers)
Harold M. Mininger 81 (1957) Retired--H. Mininger & Son, Inc. 111,305 (7)
(General Contractor)
P. Gregory Shelly 54 (1985) President, Shelly Enterprises, Inc. 41,105 (8)
(Building Materials)
</TABLE>
* 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. William S. Aichele is an officer 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 William S. Aichele
(1.5%), Thomas K. Leidy (2.0%), and Merrill S. Moyer (2.2%).
1. Includes 85,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Aichele is a co-trustee, and 128 shares owned by members of Mr.
Aichele's family. He disclaims beneficial ownership of these shares.
2. Includes 30,708 shares owned by members of Mr. Keller's family. He
disclaims beneficial ownership of these shares.
3. Includes 85,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Leidy is a co-trustee, 3,888 shares owned by a member of his
family, and 18,738 shares over which he shares voting and/or investment
power. He disclaims beneficial ownership of these shares.
4. Includes 85,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Moyer is a co-trustee, and 23,638 shares owned by a member of
his family. He disclaims beneficial ownership of these shares.
5. Includes 698 shares owned by a member of Mr. Bergey's family. He disclaims
beneficial ownership of these shares.
6. Includes 85,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Anders is a co-trustee and 19,390 shares
3
<PAGE>
owned by a member of his family. He disclaims beneficial ownership of
these shares.
7. Includes 37,438 shares owned by a member of Mr. Mininger's family. He
disclaims beneficial ownership of these shares.
8. Includes 16,183 shares owned by members of Mr. Shelly's 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. The
Corporation does not have knowledge of any untimely filing.
4
<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 $100,000 during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual
Compensation
-------------------------------------------- Long-Term
Compensation
------------
Securities All Other
Other Annual Underlying Compen-
Name and Principal Position Year Salary Bonus Compensation Options/SARs sation
- --------------------------------------------------------------------------------------------------------------------
($) ($) ($)[1] (#) ($)[2]
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Merrill S. Moyer * 1999 $206,250 $85,312 $4,158 -- $39,994
Chairman of Univest Corporation 1998 $300,000 $82,500 $3,229 -- $39,919
1997 $275,000 $75,625 $4,836 -- $89,869
William S. Aichele * 1999 $220,000 $51,975 $3,500 25,000 $27,839
President and CEO of Univest 1998 $190,000 $41,800 $3,500 -- $27,639
Corporation and President 1997 $175,000 $38,500 $3,219 -- $16,750
and CEO of Union National Bank
Norman L. Keller 1999 $142,500 $29,925 $2,592 4,250 $34,275
Executive Vice President of Univest 1998 $140,000 $30,800 $1,764 -- $34,200
Corporation and President and 1997 $139,000 $22,935 $2,611 -- $34,248
CEO of Pennview Savings Bank
Marvin A. Anders 1999 $146,000 $30,660 $1,550 10,000 $16,426
Vice Chairman of Univest Corporation 1998 $135,000 $29,700 $ 775 -- $16,800
and Union National Bank 1997 $130,000 $28,600 $1,550 -- $15,900
Wallace H. Bieler 1999 $130,000 $27,300 $1,550 7,500 $20,141
Exec.Vice President and CFO of 1998 $120,000 $26,400 $ 775 -- $19,841
Univest Corp. and CFO and Exec. 1997 $115,000 $18,975 $1,550 -- $16,294
Vice Pres.of Union National Bank
</TABLE>
* Mr. Moyer retired from his position as CEO in July of 1999, and was
replaced by Mr. Aichele.
[1] Includes use of company car and personal tax preparation services.
[2] The amount and type of "All Other Compensation" are reported in Schedule 1
below.
Schedule (1) -- All Other Compensation:
Named Executive Contribution
-------------------------------------------------------------------
Supplemental
401(k) Pension Plan Total
------------------------------------
Merrill S. Moyer $4,875 $35,119 $39,994
William S. Aichele $5,000 $22,839 $27,839
Norman L. Keller $4,275 $30,000 $34,275
Marvin A. Anders $4,426 $12,000 $16,426
Wallace H. Bieler $3,900 $16,241 $20,141
5
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value Exercisable(E) Exercisable(E)
Name Exercise * Realized ** Unexercisable(U) Unexercisable(U)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill S. Moyer 5,029 $75,555 0 (E) 0 (E)
0 (U) 0 (U)
William S. Aichele 2,338*** $54,945*** 12,500 (E) $125,000 (E)
25,000 (U) --
Norman L. Keller 3,149 $142,120 8,750 (E) $87,500 (E)
4,250 (U) --
Marvin A. Anders 2,948 $86,433 5,834 (E) $58,340 (E)
10,000 (U) --
Wallace H. Bieler 1,496 $53,301 7,250 (E) $72,500 (E)
7,500 (U) --
</TABLE>
* The Company has a stock-for-stock-option exchange (or cashless exercise)
program in place, whereby optionees can exchange the value of the spread
of in-the-money options for Company stock having an equivalent value. This
exchange allows the executives to exercise their options without having to
pay the exercise price in cash. However, it will result in the executives
acquiring less shares than the number of options exercised. All of the
named executives utilized this program in 1999.
** "Value Realized" is calculated by subtracting the exercise price from the
Fair Market Value as of exercise date. Fair Market Value is calculated as
the mean of the highest and lowest selling prices of the Stock on the New
York Stock Exchange.
*** In addition to exercising options in 1999 to acquire 2,039 shares, Mr.
Aichele also sold 5,750 options in a private placement. Mr. Aichele
realized an additional $56,925 on the sale.
6
<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, 1999.
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 six
members appointed by the Board: James L. Bergey, R. Lee Delp, Charles H.
Hoeflich, who formerly served as Chairman of Univest Corporation, Thomas K.
Leidy, Harold M. Mininger, and Merrill S. Moyer, Chairman of Univest
Corporation.
The Committee believes that compensation should be competitive with the
marketplace, yet still linked to performance. While total compensation for
Univest's senior executives is designed to be competitive with other regional
banks, Univest has established both short and long-term incentive compensation
plans to provide incentives and reward for positive results.
Univest has established a long-term incentive plan designed to motivate
and compensate its executives well into the 21st Century. The plan design
process included a survey of the criteria evaluated under comparable incentive
plans and the percentage of compensation paid to key executives in long-term
incentive plans. The Corporation concluded that in order to better compensate
executives who can impact corporate performance, additional option grants were
required. The Corporation has adopted a three-year plan targeted to make the
corporation's compensation competitive in the marketplace for years to come and
to reward executives for stellar performance.
IRC (S) 162(M)
The Committee has considered the deduction limit of ss.162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), regarding qualifying
compensation paid to Univest's executive officers for 1999. It is the
Committee's intent that all compensation paid to Univest's executive officers is
fully deductible. The Committee will therefore take all steps necessary to
ensure that executive compensation complies with the limits of ss.162(m).
ss.162(m) did not affect Univest's executive compensation program in 1999.
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 provided by consultants
and an analysis of comparator group norms. The final determination of 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
7
<PAGE>
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. The Corporation, as part of its
recent survey of market compensation, made a careful analysis of criteria used
in the marketplace in determining annual bonuses.
With respect to performance, Return on Assets for 1999 was 1.45%,
reflecting continued strong financial performance. For the senior executives,
excluding the CEO, payments ranged from $12,000 to $30,000 and were indicative
of the strong performance demonstrated by the Corporation 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 Univest.
Compensation derived from long-term awards was therefore tied directly to the
creation of shareholder value. The Committee revisited the issue of long-term
incentive compensation in 1999 and decided it was in the best interest of the
Corporation to make greater use of the long-term incentive plan in the future.
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
strengthen the mutuality of interests between shareholders and management, the
Committee has granted new options to employees who can have a positive impact on
Univest's performance in the near future.
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 2000 and beyond. The new three-year plan adopted by
the Corporation plans for future awards. All awards must be reviewed and
approved by the Committee.
CEO COMPENSATION
The base salary paid to Mr. Merrill S. Moyer in 1999 was increased to
$325,000 compared with $300,000 in 1998. The increase in base salary was
provided to Mr. Moyer to better align Mr. Moyer with CEOs of the peer group with
comparable years of service.
Mr. Moyer retired from his position of CEO of Univest in July of 1999. His
replacement, William S. Aichele, is currently receiving a base salary of
$250,000 a year.
Mr. Moyer's bonus award was $85,312 in cash. This award was equal to
26.25% of his base salary and was determined based on Univest's achievement of
annual performance measures including return on asset performance and individual
performance. Mr. Aichele's bonus for 1999 was $51,975. This award was equal to
20.79% of his base salary.
8
<PAGE>
CONCLUSION
Through the programs described above, a significant portion of the
Corporation's 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
R. Lee Delp
Charles H. Hoeflich
Thomas K. Leidy
Harold M. Mininger
Merrill S. Moyer
9
<PAGE>
NON-MANAGEMENT DIRECTOR COMPENSATION:
Each non-employee Director or Alternate Director is paid an annual
retainer fee of $8,500. Each non-employee Director or Alternate Director
receives a fee of $700 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 $600 for each meeting attended. Non-employee
Directors or Alternate Directors who attend other committees of the Board of
Directors receive a fee ranging from $400 to $500 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, .38% of the total remuneration
of all plan participants, calculated on an actuarial basis, was accrued during
1999. 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, 2000) are estimated
as follows:
<TABLE>
<CAPTION>
Years of Service
Highest ----------------------------------------------------------------------------
Consecutive 20 25 30 35 40 45 50
5-Year Avg. ----------------------------------------------------------------------------
Salary
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000 $ 49,047 $ 53,809 $ 58,571 $ 63,332 $ 67,082 $ 70,832 $ 74,582
200,000 66,547 73,184 79,821 86,457 91,457 96,457 101,457
250,000 84,047 92,559 101,071 109,582 115,832 122,082 128,332
300,000 101,547 111,934 122,321 132,707 140,207 147,707 155,207
350,000 119,047 131,309 143,571 155,832 164,582 173,332 182,082
</TABLE>
Assuming retirement as of Jan. 1, 2000
- - Benefit limit under IRC section 415: not reflected
- - Maximum recognizable compensation: not reflected
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), William S. Aichele, Norman L. Keller, Marvin A. Anders, and
Wallace H. Bieler respectively, have 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-retire-
10
<PAGE>
ment 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 $289,611 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 collectability or present other unfavorable features.
During 1999, the Corporation and its subsidiaries paid $344,561 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 2000.
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.
11
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIVEST CORPORATION OF PENNSYLVANIA,
NASDAQ COMPOSITE INDEX, AND NASDAQ BANKS INDEX
[The following table was represented as a line graph.]
UNIVEST NASDAQ STOCK
CORPORATION MARKET (U.S.) NASDAQ BANK
12/94 100 100 100
12/95 115.06 141.33 149
12/96 143.34 173.89 196.73
12/97 248.14 213.07 329.39
12/98 279.24 300.25 327.11
12/99 216.03 542.43 314.42
* $100 INVESTED ON 12/31/94 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.
DIRECTORS' MEETINGS AND COMMITTEES
UNIVEST's Board of Directors met twelve times during 1999. 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 1999 Audit Committee, consisting of Charles H. Hoeflich, Harold M.
Mininger, William G. Morral, P. Gregory Shelly, and John U. Young, all outside
directors of the Corporation, or its subsidiaries met four times during 1999 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.
12
<PAGE>
SHAREHOLDER PROPOSALS
Proposals by shareholders which are intended to be presented at the
Corporation's 2001 Annual Meeting must be received by the Corporation no later
than November 15, 2000, 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.
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, 2000 Chairman
NORMAN L. KELLER
Secretary
13
<PAGE>
UNIVEST
CORPORATION OF PENNSYLVANIA
14 North Main Street, Souderton, Pennsylvania 18964
PROXY
and Voting Instruction Card
- --------------------------------------------------------------------------------
UNIVEST'S DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2, and 3.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For Withheld For Withheld
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Election of Four |_| |_| 2. Election of three |_| |_| 3. Election of Ernst & Young LLP
Class I Directors Alternate Directors as Independent Certified Public
William S. Aichele, Norman L. Richard W. Godshall, H. Ray Accountant for 2000
Keller, Thomas K. Leidy, Merrill Mininger, and Margaret K. Zook For Against
S. Moyer
|_| |_|
</TABLE>
FOR, EXCEPT VOTE WITHHELD FOR, EXCEPT VOTE WITHHELD
FOLLOWING NOMINEE(S): FOLLOWING NOMINEE(S):
- ------------------------- -------------------------
_________________________ _________________________
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.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
UNIVEST
CORPORATION OF PENNSYLVANIA
14 North Main Street, Souderton, Pennsylvania, 18964
PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 11, 2000
The annual Meeting of Shareholders of Univest Corporation of Pennsylvania will
be held on Tuesday, April 11, 2000, 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 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.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF UNIVEST CORPORATION OF PENNSYLVANIA
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 11, 2000.
The undersigned, having received the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated March 10, 2000, 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 2000
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 William S. Aichele, Norman L. Keller, Thomas K. Leidy, and Merrill
S. Moyer), FOR the election of the nominees for Alternate Director (those
nominees are Richard W. Godshall, H. Ray Mininger, and Margaret K. Zook), and
FOR the selection of Ernst & Young LLP as the Corporation's Independent
Certified Public Accountant for 2000.
Please complete, sign, and date this Card on the reverse side and return it
promptly in the enclosed reply envelope.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
