SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [ ])
[X] Filed by the Registrant
[ ] 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 Sec. 240.14a-11(c) or
Sec. 240.14a-12
PREMIER BANCORP, INC.
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No filing fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-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 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>
PREMIER BANCORP, INC.
379 NORTH MAIN STREET
DOYLESTOWN, PA 18901
(215) 345-5100
April 13, 1998
TO OUR SHAREHOLDERS:
The Board of Directors of Premier Bancorp, Inc. (the "Corporation")
cordially invites you to attend the Corporation's Annual Meeting of Shareholders
which will commence at 9:00 a.m., prevailing time, on Thursday, May 14, 1998, at
Barley Sheaf Farm Bed and Breakfast Inn, Route 202, Holicong, Pennsylvania
18928.
The Notice of Annual Meeting and the Proxy Statement on the following pages
address the formal business of the meeting. The formal business schedule for the
Annual Meeting includes the election of eight (8) Class 1 Directors, five (5)
Class 2 Directors and seven (7) Class 3 Directors and ratification of the
selection of the independent auditors for 1998.
We strongly encourage you to vote your shares, whether or not you plan to
attend the meeting. It is very important that you sign, date and return the
accompanying Proxy in the postage prepaid envelope, as soon as possible. If you
do attend the meeting and wish to vote in person, you must give notice thereof
to the Secretary of the Bank so that your Proxy will be superseded by any ballot
that you submit at the meeting.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Very truly yours,
/s/ Clark S. Frame
-------------------------------------
Clark S. Frame, Chairman of the Board
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
PREMIER BANCORP, INC.
379 NORTH MAIN STREET
DOYLESTOWN, PA 18901
(215) 345-5100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1998
TO THE SHAREHOLDERS OF PREMIER BANCORP, INC.:
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
Premier Bancorp, Inc. (the "Corporation") will be held at 9:00 a.m., prevailing
time, on Thursday, May 14, 1998, at Barley Sheaf Farm Bed and Breakfast Inn,
Route 202, Holicong, Pennsylvania 18928, for the following purposes:
1. To elect eight (8) Class 1 Directors to serve for a one (1) year term
and until their successors are elected and qualified,
2. To elect five (5) Class 2 Directors, to serve for a two (2) year term
and until their successors are elected and qualified,
3. To elect seven (7) Class 3 Directors to serve for a three (3) year term
and until their successors are elected and qualified, and
4. To ratify the selection of KPMG Peat Marwick, Certified Public
Accountants as the Corporation's independent auditors for the fiscal
year ending December 31, 1998.
5. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
You are urged to mark, sign, date and promptly return your Proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured. The prompt
return of your signed Proxy, regardless of the number of shares you hold, will
aid the Corporation in reducing the expense of additional proxy solicitation.
The giving of such Proxy does not affect your right to vote in person if you
attend the meeting and give notice to the Secretary of the Corporation.
Only those shareholders of record at the close of business on April 1,
1998, will be entitled to notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof.
<PAGE>
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1997, is enclosed with this proxy statement. Copies of Premier
Bank's Annual Report for the 1996 fiscal year and 1995 fiscal year may be
obtained at no cost by contacting John C. Soffronoff, President, Premier Bank,
379 North Main Street, Doylestown, Pennsylvania 18901; telephone: (215)
345-5100.
By Order of the Board of Directors,
/s/ Clark S. Frame
-------------------------------------
Clark S. Frame, Chairman of the Board
April 13, 1998
<PAGE>
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 14, 1998
GENERAL
Introduction, Date, Time and Place of Annual Meeting
This Proxy Statement is furnished for the solicitation of proxies, by the
Board of Directors of Premier Bancorp, Inc. (the "Corporation") to be voted at
the Corporation's Annual Meeting of Shareholders of the Bank, to be held at
Barley Sheaf Farm Bed and Breakfast Inn, Route 202, Holicong, Pennsylvania
18928, on Thursday, May 14, 1998, at 9:00 a.m., prevailing time, and at any
adjournment or postponement thereof.
On November 17, 1997, the Corporation became a one-bank holding company of
Premier Bank (the "Bank"). The principal executive offices of the Corporation
are located at 379 North Main Street, Doylestown, Pennsylvania 18901. The
telephone number for the Corporation is (215) 345-5100. All inquiries should be
directed to John C. Soffronoff, President.
Solicitation and Voting of Proxies
This Proxy Statement and the enclosed form of proxy (the "Proxy") are first
being sent to shareholders of the Corporation on or about April 13, 1998.
Shares represented by proxies on the accompanying Proxy, if properly signed
and returned, will be voted in accordance with the specifications made thereon
by the shareholders. Any Proxy not specifying to the contrary will be voted FOR
the election of the nominees for Class 1, 2 and 3 Director named below, with the
right of the proxyholders to cumulate votes, in their discretion, unless
otherwise instructed; FOR ratification of the selection of KPMG Peat Marwick,
Certified Public Accountants, as the Corporations's independent auditors for the
fiscal year ending December 31, 1998; and, FOR the transaction of such other
business as may properly come before the Annual Meeting and any adjournment or
postponement thereof.
Execution and return of the enclosed Proxy will not affect a shareholder's
right to attend the Annual Meeting and vote in person, after giving notice to
the Secretary of the Corporation. The cost of preparing, assembling, printing,
mailing and soliciting proxies, and any additional material which the
Corporation may furnish shareholders in connection with the Annual Meeting, will
be borne by the Corporation. In addition to the use of the mails, certain
directors, officers and employees of the Corporation may solicit Proxies
personally, by telephone, telegraph and telecopier. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record by
these persons, and, upon request therefor, the Bank will reimburse them for
their reasonable forwarding expenses.
1
<PAGE>
Revocation of Proxies
A shareholder of the Corporation who returns a Proxy may revoke the Proxy
prior to the time it is voted: (1) by giving written notice of revocation to
John J. Ginley, Secretary of Premier Bancorp, Inc., 379 North Main Street,
Doylestown, Pennsylvania 18901; (2) by executing a later-dated proxy and giving
written notice thereof to the Secretary of the Corporation; or (3) by voting in
person after giving written notice to the Secretary of the Corporation.
Attendance by a shareholder at the Annual Meeting will not itself be deemed or
constitute a revocation of the Proxy.
Voting Securities and Record Date
At the close of business on April 1, 1998, the Corporation had 2,630,340
shares of common stock, par value $0.33 per share, issued and outstanding, (the
"Common Stock").
Only holders of Common Stock of record at the close of business on April 1,
1998, will be entitled to notice of and to vote at the Annual Meeting.
Cumulative voting rights exist with respect to the election of directors. This
means that each shareholder has the right, in person or by proxy, to multiply
the number of votes to which he or she is entitled by the number of directors to
be elected, and to cast the whole number of such votes for one candidate or to
distribute all or fewer of them among two or more candidates. On all other
matters to come before the Annual Meeting, each share of Common Stock is
entitled to one (1) vote. The proxyholders will have the right to vote
cumulatively and to distribute their votes among nominees as they consider
advisable, unless a shareholder indicates on his or her Proxy how he or she
desires votes to be cumulated for voting purposes.
Quorum
Under Pennsylvania law and the Bylaws of the Corporation, the presence of a
quorum is required for each matter to be acted upon at the Annual Meeting.
Pursuant to Article III, Section 7, of the Bylaws of the corporation, the
presence, in person or by proxy, of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast shall
constitute a quorum. Votes withheld and abstentions will be counted in
determining the presence of a quorum for the particular matter. Broker non-votes
will not be counted in determining the presence of a quorum for the particular
matter as to which the broker withheld authority.
Assuming the presence of a quorum, the eight (8) nominees for Class 1
director, the five (5) nominees for Class 2 director and the seven (7) nominees
for Class 3 director receiving the highest number of votes cast by shareholders
entitled to vote for the election of directors shall be elected. Votes withheld
from a nominee and broker non-votes will not be cast for such nominee.
Abstentions and broker non-votes are not votes cast and therefore do not count
either for or against such election.
2
<PAGE>
Assuming the presence of a quorum, the affirmative vote of a majority of
all votes cast by shareholders is required for the ratification of the
independent auditors. Abstentions and broker non- votes are not votes cast and,
therefore, do not count either for or against the ratification of independent
auditors and have the practical effect of reducing the number of affirmative
votes required to achieve a majority for the matter by reducing the total number
of shares voted from which the required majority is calculated.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S COMMON STOCK
Principal Owners
The following table sets forth, as of April 1, 1998, the name and address
of each person who owns of record or who is known by the Board of Directors to
be the beneficial owner of more than five percent (5%) of the Corporation's
outstanding Common Stock, the number of shares beneficially owned by such person
and the percentage of the Corporation's outstanding Common Stock so owned.
Percent of Outstanding
Shares Bene- Common Stock
Name and Address ficially Owned (1) Beneficially Owned
- ---------------- ------------------ ------------------
David C. Frame 173,091 (2) 5.39%
95 Leonard Ave., Suite 201
Pittsburgh, PA
Clark S. Frame 165,475 (3) 5.15%
379 North Main Street
Doylestown, Pennsylvania
- ---------------
(1) For the definition of beneficial ownership, see footnote 1 to the table,
following.
(2) Includes an option to purchase 26,235 shares.
(3) Includes an option to purchase 22,365 shares.
3
<PAGE>
Beneficial Ownership by Officers, Directors, and Nominees
The following table sets forth, as of April 1, 1998, the amount and
percentage of the Common Stock of the Corporation beneficially owned by each
director and all officers and directors of the Corporation as a group. This
information has been furnished by the individual reporting persons.
Name of Individual Amount and Nature of Percent
or Identity Of Group Beneficial Ownership (1)(2) of Class (23)
- -------------------- --------------------------- -------------
Nominees for Class 1 Director
(to serve until 1999)
- ---------------------
Michael Perrucci 74,240 (3) 2.31%
Gerald Schatz 115,369 (4) 3.59%
Bruce E. Sickel 42,015 (5) 1.31%
Thomas P. Stitt 70,575 (6) 2.20%
John A. Zebrowski 92,138 (7) 2.87%
Brian R. Rich 67,254 (8) 2.09%
Ezio U. Rossi 124,167 (9) 3.87%
Daniel E. Cohen 103,032 (10) 3.21%
Nominees for Class 2 Director
(to serve until 2000)
- ---------------------
Thomas E. Mackell 75,408 (11) 2.35%
Neil Norton 86,793 (12) 2.70%
HelenBeth Garofalo-Vilcek 41,439 (13) 1.29%
George H. Wetherill 75,861 (14) 2.36%
Irving N. Stein 68,766 (15) 2.14%
Nominees for Class 3 Director
(to serve until 2001)
- ---------------------
Thomas M. O'Mara 53,349 (16) 1.66%
Richard F. Ryon 76,860 (17) 2.39%
John C. Soffronoff 40,170 (18) 1.25%
Peter A. Cooper 111,948 (19) 3.49%
Clark S. Frame 165,475 (20) 5.15%
Barry J. Miles, Sr. 60,603 (21) 1.89%
Daniel A. Nesi 104,745 (22) 3.26%
All Officers and Directors
as a Group (21 persons) (24) 1,693,089 52.7%
- --------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
regulations of the Federal Reserve and the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same home, as
well as securities as to which the individual has or shares voting or
investment power or has the right to acquire beneficial ownership within
sixty (60) days after April 1, 1998. Beneficial ownership may be disclaimed
as to certain of the securities.
4
<PAGE>
(2) Unless otherwise indicated, all shares are legally owned by the reporting
person individually or jointly with a spouse.
(3) Includes an option held by Mr. Perrucci to purchase 31,650 shares.
(4) Includes an option held by Mr. Schatz to purchase 25,398 shares.
(5) Includes an option held by Mr. Sickel to purchase 22,185 shares.
(6) Includes 55,700 shares for which Mr. Stitt is trustee and an option to
purchase 9,465 shares.
(7) Includes an option held by Mr. Zebrowski to purchase 22,455 shares.
(8) Includes an option held by Mr. Rich to purchase 19,839 shares.
(9) Includes an option held by Mr. Rossi to purchase 21,042 shares.
(10) Includes an option held by Mr. Cohen to purchase 42,840 shares.
(11) Includes an option held by Mr. Mackell to purchase 25,050 shares.
(12) Includes an option held by Mr. Norton to purchase 40,395 shares.
(13) Includes an option held by Ms. Garofalo-Vilcek to purchase 13,140 shares.
(14) Includes an option held by Mr. Wetherill to purchase 25,158 shares.
(15) Includes an option held by Mr. Stein to purchase 20,940 shares.
(16) Includes an option held by Mr. O'Mara to purchase 19,623 shares.
(17) Includes an option held by Mr. Ryon to purchase 14,985 shares.
(18) Includes an option held by Mr. Soffronoff to purchase 20,370 shares.
(19) Includes an option held by Mr. Cooper to purchase 50,865 shares.
(20) Includes an option held by Mr. Frame to purchase 22,365 shares.
(21) Includes an option held by Mr. Miles to purchase 17,523 shares.
(22) Includes an option held by Mr. Nesi to purchase 38,535 shares.
(23) Percentages assume that all options exercisable within sixty (60) days of
April 1, 1998 have been exercised. Therefore, on a pro forma basis,
3,211,512 shares would be outstanding.
(24) Includes an option held by Mr. John J. Ginley, Senior Vice President, to
purchase 9,882 shares.
ELECTION OF DIRECTORS
The Bylaws of the Corporation provide that the Corporation's business be
managed by its Board of Directors. Article IV, Section 1, of the Bylaws provides
that the number of directors that constitute the whole Board of Directors is not
less than five (5) or more than twenty-five (25). The Bylaws provide that the
Board of Directors be classified into three (3) classes. Each class to be
elected for a term of three (3) years. The terms of the respective classes
expire in successive years. Within the foregoing limits, the Board of Directors
may from time to time fix the number of directors and their respective
classifications. The Board of Directors has fixed the number of Board members at
twenty (20). Pursuant to Article VII, Section 2 of the Bylaws, vacancies in the
Board of Directors, including vacancies resulting from an increase in the number
of directors, are filled by a majority of the remaining members of the Board of
Directors, though less than a quorum, and each person so appointed is a director
until the expiration of the term of office of the class of directors to which he
or she is appointed.
5
<PAGE>
In accordance with Article IV, Section 4 of the Bylaws, at the 1998 Annual
Meeting of Shareholders, eight (8) Class 1 Directors shall be elected to serve
for a one-year term and until their successors are elected and qualified; five
(5) Class 2 Directors shall be elected to serve for a two-year term and until
their successors are elected and qualified; and seven (7) Class 3 Directors
shall be elected to serve for a three-year term and until their successors are
elected and qualified.
Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the election of the eight (8) Class 1 nominees named below,
for the election of the five (5) Class 2 nominees named below and for the
election of the seven (7) Class 3 nominees named below. If any nominee should
become unavailable for any reason, Proxies will be voted in favor of a
substitute nominee as the Board of Directors of the Corporation shall determine.
The Board of Directors has no reason to believe that the nominees named will be
unable to serve, if elected.
Cumulative voting rights exist with respect to the election of directors,
which means that each shareholder has the right, in person or by proxy, to
multiply the number of votes to which he or she is entitled by the number of
directors to be elected and to cast the whole number of such votes for one
candidate or to distribute all or fewer of them among two or more candidates.
The Proxyholders may vote cumulatively and distribute the votes they represent
among nominees as they consider advisable, unless the shareholder indicates on
his or her Proxy how he or she desires the votes to be cumulated for voting
purposes. On all other matters before the Annual Meeting, shareholders are
entitled to one (1) vote per share of common stock.
INFORMATION AS TO NOMINEES AND DIRECTORS
The following table sets forth certain information concerning the nominees
for election as Class 1, Class 2 and Class 3 Directors of the Corporation.
Age as of Principal Occupation for Past
April 1, Five Years and Position
Name 1998 Held with Corporation
---- ---- ---------------------
Nominees For Class 1 Director
(to serve until 1999)
- ---------------------
Michael Perrucci 44 Partner - Florio & Perrucci
(2)
Gerald Schatz 63 Chairman - Wordsworth Academy, Play
(4) and Learn Centers, and Wyncote Academy
Bruce E. Sickel 38 SVP/Chief Financial Officer
(4)
Thomas P. Stitt 55 Attorney At Law
(4)
John A. Zebrowski 56 President - J.A.Z. Associates
(2) (Plastic Resins Sales)
Brian R. Rich 38 President - Jack Rich, Inc.
(2)
6
<PAGE>
Ezio U. Rossi 67 Retired, Former Owner -
(4) Arctic Foods, Inc.
Daniel E. Cohen 54 Partner - Laub, Seidel, Cohen & Hof
(1)(2) (Law Firm)
Nominees for Class 2 Director
(to serve until 2000)
- ---------------------
Thomas E. Mackell 52 Surgeon
(4)
Neil Norton 52 President - Norton Oil Company
(2)
HelenBeth Garofalo-Vilcek 40 Real Estate Broker
(2)
George H. Wetherill 61 Owner - G.H. Wetherill Opticians & G.H.
(3) Wetherill Hearing Aid Associates
Irving N. Stein 48 Vice President - Keystone Motors, Inc.
(4)
Nominees for Class 3 Director
(to serve until 2001)
- ---------------------
Thomas M. O'Mara 45 Owner - Master Gardener
(1)(4)
Richard F. Ryon 47 Partner - Richard B. Ryon Insurance
(4)
John C. Soffronoff 51 President/Chief Executive Officer of
(3)(4) the Corporation and the Bank
Peter A. Cooper 39 President - Lexus of the Lehigh Valley
(1)(4)
Clark S. Frame 47 Chairman of Board
(1)(3)(4)
Barry J. Miles, Sr. 48 Vice Chairman of the Board
(1)(2)(3)
Daniel A. Nesi 60 Surgeon
(1)(3)
- ------------------
Director Since
Corporation/
Name Bank
---- ----
Nominees For Class 1 Director
(to serve until 1999)
- ---------------------
Michael Perrucci 1992
(2)
Gerald Schatz 1992
(4)
Bruce E. Sickel 1992
(4)
Thomas P. Stitt 1993
(4)
John A. Zebrowski 1992
(2)
Brian R. Rich 1993
(2)
Ezio U. Rossi 1994
(4)
Daniel E. Cohen 1992
(1)(2)
Nominees for Class 2 Director
(to serve until 2000)
- ---------------------
Thomas E. Mackell 1992
(4)
Neil Norton 1992
(2)
HelenBeth Garofalo-Vilcek 1992
(2)
George H. Wetherill 1992
(3)
Irving N. Stein 1992
(4)
Nominees for Class 3 Director
(to serve until 2001)
- ---------------------
Thomas M. O'Mara 1992
(1)(4)
Richard F. Ryon 1993
(4)
John C. Soffronoff 1992
(3)(4)
Peter A. Cooper 1992
(1)(4)
Clark S. Frame 1992
(1)(3)(4)
Barry J. Miles, Sr. 1992
(1)(2)(3)
Daniel A. Nesi 1992
(1)(3)
- ------------------
(1) Member of the Executive Committee. This Committee met 3 times during 1997.
(2) Member of the Audit/Compliance Committee. This Committee serves as a direct
link between the Board and the Independent Auditors, enabling the Board to
discharge its responsibility to oversee management's financial control and
reporting system. The Committee also provides oversight for the Bank's
regulatory compliance program. The Committee met 1 time during 1997.
(3) Member of the Loan Committee. This Committee reviews and approves loans in
accordance with the established loan policy, as exists from time to time.
The Committee met 39 times during 1997.
7
<PAGE>
(4) Member of the Investment/ALCO Committees. This Committee reviews the
operating results of the Bank, its interest rate sensitivity, investment
portfolio and performance verses the annual budget. The Committee met 4
times during 1997.
During 1997, the Board of Directors of the Bank held ten (10) meetings.
During 1997, the Board of Directors of the Corporation held one (1) meeting.
Each of the Directors attended at least 75 percent of the combined total number
of meetings of the Corporation's and Bank's Boards of Directors and the
committees of which he is a member, except Peter A. Cooper, Thomas E. Mackell
and Michael Perrucci.
The Corporation does not have a nominating committee. A shareholder who
desires to propose an individual for consideration by the Board of Directors as
a nominee for director should submit a proposal in writing to the Secretary of
the Corporation in accordance with Article IV, Section 2 of the Corporation's
Bylaws. Any shareholder who intends to nominate any candidate for election to
the Board of Directors shall notify the President of the Corporation in writing
not less than fourteen (14) nor more than fifty (50) days prior to the date of
any meeting of shareholders called for the election of directors, provided,
however, that if shareholders receive less than twenty-one (21) days notice of
the meeting, the nomination must be mailed to the President of the Corporation
not later than the close of business on the seventh day following the day on
which notice of the meeting was mailed.
Compensation of Directors
Directors, who attended at least seventy-five percent (75%) of all Board
meetings, received stock options under the Bank Stock Option Plan for attendance
at Board and committee meetings in accordance with the following formula:
Options for thirty (30) shares per Board Meeting and thirty (30) shares per
committee meeting. There was no cash compensation paid to Directors in 1997 for
attendance at meetings.
8
<PAGE>
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for services
in all capacities to the Corporation and the Bank for the fiscal years ended
December 31, 1997, 1996 and 1995 of the chief executive officer, and the other
four (4) most highly compensated executive officers of the Corporation and the
Bank to the extent such persons' annual salary and bonus exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
(a) (b) (c) (d) (e)
Other
Annual
Compen-
Salary Bonus sation
Name and Principal Position Year ($)(1) ($) $
--------------------------- ---- ------ --- -
<S> <C> <C> <C> <C>
John C. Soffronoff, President and 1997 104,382 20,000 --
Chief Executive Officer of the 1996 98,193 10,000 --
Corporation and the Bank 1995 95,333 10,000 --
John J. Ginley, Senior Vice President 1997 116,493 20,000 --
of the Bank and Secretary of the 1996 110,276 10,000 --
Corporation 1995 107,059 10,000 --
Bruce E. Sickel, Chief Financial 1997 90,475 20,000 --
Officer of the Bank and Treasurer of 1996 86,643 10,000 --
the Corporation 1995 84,209 11,500 --
Long-Term Compensation
Awards Payouts
(f) (g) (h)
Securities
Restricted Underlying
Stock Options/ LTIP
Award(s) SARs Payouts
Name and Principal Position ($) (#) ($)
--------------------------- --- --- ---
<S> <C> <C> <C>
John C. Soffronoff, President and -- -- --
Chief Executive Officer of the -- -- --
Corporation and the Bank -- -- --
John J. Ginley, Senior Vice President -- -- --
of the Bank and Secretary of the -- -- --
Corporation -- -- --
Bruce E. Sickel, Chief Financial -- -- --
Officer of the Bank and Treasurer of -- -- --
the Corporation -- -- --
(i)
All other
Compen-
sation
Name and Principal Position ($)
--------------------------- ---
<S> <C>
John C. Soffronoff, President and 11,427 (2)
Chief Executive Officer of the 11,305
Corporation and the Bank 14,191
John J. Ginley, Senior Vice President 8,739 (3)
of the Bank and Secretary of the 8,552
Corporation 4,800
Bruce E. Sickel, Chief Financial 2,055 (4)
Officer of the Bank and Treasurer of 1,671
the Corporation --
<FN>
(1) Yearly salary adjustments are made on or about April 24 of each year.
(2) Includes the use of a car, allowance of $4,800 for each of 1997, 1996 and
1995 and 40l(k) Plan contributions in 1997 and 1996 of $3,575 and $3,390,
respectively. Also includes payment of country club dues in 1997, 1996 and
1995 of $3,052, $3,115 and $9,391, respectively.
(3) Includes 401(k) Plan contributions of $3,939 and $3,752 in each of 1997 and
1996, and a car allowance of $4,800 for each of 1997, 1996 and 1995.
(4) Includes 401(k) Plan contribution.
</FN>
</TABLE>
9
<PAGE>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Shown below is information regarding the value of options and SAR
grants at December 31, 1997.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees Price
Name Granted(#)(1) In Fiscal Year Price($/Sh)
- ---- ------------- -------------- -----------
<S> <C> <C> <C>
John C. Soffronoff 24,000 29.6% 5.00
Bruce E. Sickel 24,000 29.6% 5.00
John J. Ginley 24,000 29.6% 5.00
Clark S. Frame 9,000 .1% 5.00
- ---------------
Potential Realizable
Value at
Assumed Annual
Rates of Stock Price
Appreciation for
Expiration Option Term
Name Date 5%($) 10%($)
- ---- ---- ----------------------
<S> <C> <C> <C>
John C. Soffronoff 1/9/07 75,360 191,280
Bruce E. Sickel 1/9/07 75,360 191,280
John J. Ginley 1/9/07 75,360 191,280
Clark S. Frame 1/9/07 28,260 71,730
- ---------------
<FN>
(1) As adjusted for the three-for-one stock split effective December 31, 1997.
</FN>
</TABLE>
401(k) Plan
The Bank maintains a 401(k) deferred income retirement plan (the "401(k)
Plan") for employees. The 401(k) Plan has two features: an elective deferral
feature and a savings plus feature. To be eligible to become a member of the
401(k) Plan, an employee must have completed at least six (6) months service and
attained the age of twenty-one (21). All employee contributions vest
immediately. Employer contributions vest over a three (3) year period. The
401(k) Plan is subject to certain terms and restrictions imposed by the Internal
Revenue Code of 1986, as amended, and the Employee Retirement Income Security
Act.
An eligible employee may choose the elective deferral feature of the 401(k)
Plan by entering into an agreement with the Bank to defer current total
compensation by up to 15 percent (unless otherwise limited by the 401(k)
administrators). In 1997, the Bank matched this deferred compensation with a
discretionary match which is currently set at 50 percent, up to 6 percent of the
employee's salary. The amount of the match, if any, determined by the Bank each
year.
During 1997 the Bank made a contribution of $33,702 to the 401(k) Plan. The
amounts allocated to the three (3) most highly compensation officers pursuant to
the 401(k) Plan in 1997 are as follows (These amounts do not include the
employee contribution): Mr. Soffronoff, President and Chief Executive Officer of
the Bank, $3,575; Mr. Sickel, Senior Vice President and Chief Financial Officer
of the Bank, $2,055; and Mr. Ginley, Senior Vice President and Chief Loan
Officer of the Bank, $3,939.
10
<PAGE>
Change of Control Agreements
The Corporation, the Bank, and three (3) Executives, John C. Soffronoff,
John J. Ginley and Bruce E. Sickel (the "Executives"), entered into three (3)
Change of Control Agreements ("Agreements"). The Agreements define certain
severance benefits that will be paid by the Corporation and the Bank to the
Executives in the event of a Change of Control (as defined therein). The
Agreements continue until such time as either party gives the other written
notice of termination of employment with, or without, cause. The Agreements are
not intended to affect the employment status of the Executives in the absence of
Change of Control (as defined therein).
In the event of a Change of Control, (as defined therein), the Executives
are entitled to receive a lump sum payment equal to two (2) times their
respective current Annual Direct Salary (as defined therein) at the earliest of
four (4) specified events. If after six (6) months after the Date of the Change
of Control (as defined therein) none of those four (4) events described above
have occurred, the Executives shall no longer be entitled to the Payments Upon
Termination (as defined therein).
CERTAIN TRANSACTIONS
Except as set forth in the paragraphs immediately below, there have been no
material transactions between the Corporation and the Bank, nor any material
transactions proposed, with any director or executive officer of the Corporation
or the Bank, or any associate of the foregoing persons. The Corporation and the
Bank have had and intend to continue to have banking and financial transactions
in the ordinary course of business with directors and officers of the
Corporation and the Bank and their associates on comparable terms and with
similar interest rates as those prevailing from time to time for other customers
of the Corporation and the Bank. As of December 31, 1997, total loans
outstanding from the Corporation and the Bank, to the Corporation's and the
Bank's officers and directors as a group and to members of their immediately
families and companies in which they had an ownership interest of 10 percent or
more was $297,414 or approximately .29% percent of the total equity capital of
the Bank. Such loans were made in the ordinary course of business, were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and do
not involve more than the normal risk of collectibility or present other
unfavorable features. The aggregate amount of indebtedness outstanding as of the
latest practicable date, March 31, 1998, to the above described group was $0.
11
<PAGE>
PRINCIPAL OFFICERS OF THE CORPORATION
The following table sets forth selected information about the principal
officers of the Corporation, each of whom is elected by the Board of Directors
and each of whom holds office at the discretion of the Board of Directors.
Shares are individually held unless otherwise noted. The footnotes to this table
follow the section entitled "Principal Officers of the Bank."
<TABLE>
<CAPTION>
Corporation
Held Employee
Name and Position Since Since
- ----------------- ----- -----
<S> <C> <C>
Clark S. Frame, Chairman 1997 (1)
of the Board
Barry J. Miles, Sr., Vice 1997 (1)
Chairman of the Board
John C. Soffronoff, 1997 (1)
President and Chief
Executive Officer
John J. Ginley, Secretary 1997 (1)
Bruce E. Sickel, Treasurer 1997 (1)
- ------------
Number of Shares Age as of
Name and Position Beneficially Owned (1) April 1, 1998
- ----------------- ---------------------- -------------
<S> <C> <C>
Clark S. Frame, Chairman 165,475(3) 47
of the Board
Barry J. Miles, Sr., Vice 60,603 (3) 48
Chairman of the Board
John C. Soffronoff, 40,170 (3) 51
President and Chief
Executive Officer
John J. Ginley, Secretary 42,882 (4) 52
Bruce E. Sickel, Treasurer 42,015 (3) 38
- ------------
<FN>
(1) The Corporation has no employees.
(2) For the definition of "Beneficial Ownership," see footnotes to the
section "Beneficial Ownership by Officers, Directors and Nominees",
supra, at page 4.
(3) For details regarding the Beneficial Ownership of this individual, see
table and footnotes to "Beneficial Ownership by Officers, Directors and
Nominees", supra, at Page 4.
(4) Includes an option held by Mr. Ginley to purchase 9,882 shares.
</FN>
</TABLE>
12
<PAGE>
PRINCIPAL OFFICERS OF THE BANK
The following table sets forth selected information about the principal
officers of the Bank, each of whom is elected by the Board of Directors and each
of whom holds office at the discretion of the Board of Directors. Shares are
individually held unless otherwise noted.
<TABLE>
<CAPTION>
Bank
Office and Position Held Employee
Name with the Bank Since Since
---- ------------- ----- -----
<S> <C> <C> <C>
John C. Soffronoff President & CEO 1992 1992
John J. Ginley Senior Vice 1992 1992
President & CLO
Bruce E. Sickel Senior Vice 1992 1992
President & CFO
- --------------
Number of Age as of
Shares Bene- April 1,
Name ficially Owned(1) 1998
---- ----------------- ----
<S> <C> <C>
John C. Soffronoff 40,170 (2) 51
John J. Ginley 42,882 (3) 52
Bruce E. Sickel 42,015 (2) 38
- --------------
<FN>
(1) For the definition of "Beneficial Ownership," see footnotes to the section
"Beneficial Ownership by Officers, Directors and Nominees", supra, at page
4.
(2) For details regarding the Beneficial Ownership of this individual, see
table and footnotes to "Beneficial Ownership by Officers, Directors and
Nominees", supra, at page 4.
(3) Includes an option to purchase 9,882 shares.
</FN>
</TABLE>
LEGAL PROCEEDINGS
The nature of the Corporation's and the Bank's business generates a certain
amount of litigation involving matters arising in the ordinary course of
business. In the opinion of the Board of Directors of the Corporation and the
management of the Bank, however, there are no proceedings pending to which the
Corporation or the Bank is a party or to which any of their property is subject,
which, if determined adversely to the Corporation or the Bank (as the case may
be), would be material in relation to the Corporation's or the Bank's undivided
profits or financial condition, nor are there any proceedings pending other than
ordinary routine litigation incident to the business of the Corporation or the
Bank. In addition, no material proceedings are pending or are known to be
threatened or contemplated against the Corporation or the Bank by government
authorities or others.
13
<PAGE>
INDEPENDENT AUDITORS
Unless instructed to the contrary, it is intended that votes will be cast
pursuant to the proxies for ratification of the selection of KPMG Peat Marwick,
Certified Public Accountants, of Philadelphia, Pennsylvania, as the
Corporation's independent auditors for the 1998 fiscal year. The Corporation has
been advised by KPMG Peat Marwick that none of its members has any financial
interest in the Corporation. Ratification of KPMG Peat Marwick will require the
affirmative vote of a majority of the shareholders of Common Stock represented
in person or by proxy at the Annual Meeting. KPMG Peat Marwick served as the
Corporation's and the Bank's independent auditors for the 1997 fiscal year, and,
in addition to performing customary audit services, KPMG Peat Marwick assisted
the Corporation and the Bank with the preparation of its federal and state tax
returns and provided assistance in connection with regulatory matters, charging
the Corporation or the Bank (as the case may be) for such services at its
customary hourly billing rates. These non-audit services were approved by the
Corporation's Board of Directors after the Board of Directors reviewed the
nature and expense associated with such services and concluded that there was no
effect on the independence of the accountants. In the event that the
shareholders do not ratify the selection of KPMG Peat Marwick as the
Corporation' independent auditors for the 1998 fiscal year, another accounting
firm may be chosen to provide independent audit services for the 1998 fiscal
year. The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of KPMG Peat Marwick as independent auditors for
the Corporation for the year ending December 31, 1998.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's proxy statement for its 1999 Annual
Meeting of Shareholders must deliver such proposal in writing to John C.
Soffronoff, President, at the Corporation's principal executive offices, 379
North Main Street, Doylestown, Pennsylvania 18901, no later than December 28,
1998.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Proxy Statement, but if
any matters are properly presented, it is the intention of the persons named in
the accompanying Proxy to vote on such matters in accordance with their best
judgment.
14
<PAGE>
ADDITIONAL INFORMATION
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S REPORT
ON FORM 10-KSB FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1997, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM BRUCE E.
SICKEL, CHIEF FINANCIAL OFFICER, PREMIER BANCORP, INC., 379 NORTH MAIN STREET,
DOYLESTOWN, PENNSYLVANIA 18901.
15
<PAGE>
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
PREMIER BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Mr. John J. Ginley and Mr.
Mark Mann and each or any of them, proxies of the undersigned, with full power
of substitution, to vote all of the shares of Premier Bancorp, Inc. (the
"Corporation") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Corporation to be held at Barley Sheaf Farm Bed
and Breakfast Inn, Route 202, Holicong, Pennsylvania 18928, on Thursday, May 14,
1998, at 9:00 a.m., prevailing time, and at any adjournment or postponement
thereof as follows:
1. ELECTION OF EIGHT CLASS 1 DIRECTORS TO SERVE FOR A ONE-YEAR TERM
FOR WITH- FOR ALL
HOLD EXCEPT
[ ] [ ] [ ]
Daniel E. Cohen, Michael Perrucci, Brian R. Rich, Ezio U. Rossi,
Gerald Schatz, Bruce E. Sickel, Thomas P. Stitt, John A. Zebrowski
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- -------------------------------------------------------------------------------
2. ELECTION OF FIVE CLASS 2 DIRECTORS TO SERVE FOR A TWO-YEAR TERM
FOR WITH- FOR ALL
HOLD EXCEPT
[ ] [ ] [ ]
Thomas E. Mackell, Neil Norton, Irving N. Stein, HelenBeth Garofalo-
Vilcek, George H. Wetherill
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- ------------------------------------------------------------------------------
3. ELECTION OF SEVEN CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR
TERM
FOR WITH- FOR ALL
HOLD EXCEPT
[ ] [ ] [ ]
Peter A. Cooper, Clark S. Frame, Barry J. Miles, Sr., Daniel A.
Nesi, Thomas M. O'Mara, Richard F. Ryon, John C. Soffronoff
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- ------------------------------------------------------------------------------
4. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK, CERTIFIED
PUBLIC ACCOUNTANTS, AS THE CORPORATION'S INDEPENDENT AUDITORS
FOR THE 1998 FISCAL YEAR.
FOR WITH- FOR ALL
HOLD EXCEPT
[ ] [ ] [ ]
The Board of Directors recommends a vote FOR the proposal.
- -------------------------------------------------------------------------------
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting and any
adjournment or other postponement thereof.
- -------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE NOMINEES NAMED ABOVE AND FOR PROPOSAL 4.
Number of Shares Held of
Record on April 1, 1998
- -------------------------
Please be sure to sign and date
this Proxy in the box below.
Date
Shareholder sign above------Co-holder (if any) sign above
- -------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
Premier Bancorp, Inc.
- -------------------------------------------------------------------------------
JOHN J. GINLEY AND MARK MANN, THE PERSONS NAMED AS PROXIES, WILL HAVE THE
RIGHT TO VOTE CUMULATIVELY AND TO DISTRIBUTE THEIR VOTES AMONG NOMINEES AS THEY
CONSIDER ADVISABLE, UNLESS A SHAREHOLDER INDICATES ON HIS OR HER PROXY HOW HE OR
SHE DESIRES THE VOTES TO BE ACCUMULATED FOR VOTING PURPOSES.
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDERS AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.
- -------------------------------------------------------------------------------
