PREMIER BANCORP, INC.
379 NORTH MAIN STREET
DOYLESTOWN, PA 18901
(215) 345-5100
- --------------------------------------------------------------------------------
April 12, 1999
Dear Fellow Shareholders of Premier Bancorp, Inc.:
On behalf of the Board of Directors, I am pleased to invite you to attend
our Annual Meeting of Shareholders to be held on Thursday, May 13, 1999 at 9:00
a.m., Eastern Daylight Time. This year's annual meeting will be held at Barley
Sheaf Farm Bed and Breakfast Inn, Route 202, Holicong, Pennsylvania 18928. At
the annual meeting you will have the opportunity to ask questions and to make
comments. Enclosed with the proxy statement are your proxy and Premier Bancorp,
Inc.'s 1998 Annual Report.
The principal business of the meeting is to elect eight (8) Class 1
Directors to serve a term of three years, to ratify the selection of KPMG LLP as
the independent auditors of Premier Bancorp, Inc. for 1999, and to transact any
other business that is properly presented at the annual meeting. The notice of
meeting and proxy statement accompanying this letter describe the specific
business to be acted upon in more detail.
You will notice that this year's proxy statement is written in "plain
English." I hope that you like the new format and find the proxy statement
easier to read.
I am delighted you have chosen to invest in Premier Bancorp, Inc., and I
hope that, whether or not you plan to attend the annual meeting, you will vote
as soon as possible by completing, signing and returning the enclosed proxy in
the envelope provided. The prompt return of your proxy will avoid additional
expenses involved in further communications. Your vote is important. Voting by
written proxy will ensure your representation at the annual meeting if you do
not attend in person.
I look forward to seeing you on May 13, 1999, at Premier Bancorp, Inc.'s
annual meeting.
Sincerely,
/s/ Clark S. Frame
---------------------
Clark S. Frame
Chairman of the Board
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF PREMIER BANCORP, INC.
TO BE HELD ON MAY 13, 1999
TO THE SHAREHOLDERS:
Notice is hereby given that Premier Bancorp, Inc. will hold its Annual
Meeting of Shareholders on Thursday, May 13, 1999, at 9:00 a.m., Eastern
Daylight Time, at Barley Sheaf Farm Bed and Breakfast Inn, Route 202, Holicong,
Pennsylvania 18928, to consider and vote upon the following proposals:
1. Election of eight (8) Class 1 Directors: Daniel E. Cohen, Michael J.
Perrucci, Brian R. Rich, Ezio U. Rossi, Gerald Schatz, Bruce E. Sickel,
Thomas P. Stitt, and John A. Zebrowski, each for a term of three years
and until their successors are elected and qualified.
2. Ratification of the selection of KPMG LLP as the independent auditors
for Premier Bancorp, Inc. for the fiscal year ending December 31, 1999.
3. Transaction of any other business properly presented at the annual
meeting and any adjournment or postponement of the meeting.
Shareholders of record as of April 1, 1999, are entitled to notice of the
meeting and may vote at the annual meeting, either in person or by proxy.
Management welcomes your attendance at the annual meeting. Whether or not
you expect to attend the annual meeting in person, you are requested to
complete, sign, date and promptly return the enclosed proxy in the accompanying
postage-paid envelope. The prompt return of your proxy will avoid expenses
involved in further communications. Even if you return a proxy, you may vote in
person if you give written notice to the Secretary of Premier Bancorp, Inc. and
attend the annual meeting. Returning your proxy will ensure that your shares
will be voted in accordance with your wishes and that the presence of a quorum
will be assured.
Premier Bancorp, Inc.'s Board of Directors is distributing this proxy
statement, form of proxy and Premier Bancorp, Inc.'s 1998 Annual Report on or
about April 12, 1999.
By Order of the Board of Directors,
/s/ Clark S. Frame
---------------------
Clark S. Frame
Chairman of the Board
Doylestown, Pennsylvania
April 12, 1999
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID RETURN ENVELOPE.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROXY STATEMENT
GENERAL INFORMATION......................................... 1
Date, Time and Place of the Annual Meeting................ 1
Description of Premier Bancorp, Inc....................... 1
VOTING PROCEDURES........................................... 1
Solicitation and Voting of Proxies........................ 1
Quorum and Vote Required for Approval..................... 2
Revocability of Proxy..................................... 3
Methods of Voting......................................... 3
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS................... 4
Governance................................................ 4
Directors and Executive Officers of Premier and the
Bank................................................... 4
Committees and Meetings of the Boards of Directors of
Premier and the Bank................................... 5
o Committees of the Board of Directors of the Bank
Table................................................ 6
Compensation of the Board of Directors.................... 6
EXECUTIVE COMPENSATION...................................... 7
o Summary Compensation Table........................... 7
o Option/SAR Grants Table.............................. 8
401(k) Plan............................................... 8
Change of Control Agreements.............................. 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 9
ELECTION OF DIRECTORS....................................... 9
Qualification and Nomination of Directors................. 9
Information as to Nominees and Directors.................. 10
BENEFICIAL OWNERSHIP OF PREMIER'S STOCK OWNED BY PRINCIPAL
OWNERS AND MANAGEMENT..................................... 13
Principal Shareholders.................................... 13
Share Ownership by the Directors, Officers and Nominees... 13
PROPOSALS................................................... 14
Election of Class 1 Directors............................. 14
Ratification of Selection of Independent Auditors......... 15
LEGAL PROCEEDINGS........................................... 15
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING........... 15
ANNUAL REPORT............................................... 15
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING....... 15
ADDITIONAL INFORMATION...................................... 15
</TABLE>
i
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
PREMIER BANCORP, INC.
TO BE HELD ON MAY 13, 1999
GENERAL INFORMATION
Date, Time and Place of the Annual Meeting
Premier Bancorp, Inc. (Premier), a Pennsylvania business corporation and
registered bank holding company, is furnishing this proxy statement in
connection with the solicitation by the Board of Directors of proxies to be
voted at the Annual Meeting of Shareholders of Premier Bancorp, Inc. The annual
meeting will be held at Barley Sheaf Farm Bed and Breakfast Inn, Route 202,
Holicong, Pennsylvania 18928, on Thursday, May 13, 1999 at 9:00 a.m., Eastern
Daylight Time.
The principal executive office of Premier Bancorp, Inc. is located at 379
North Main Street, Doylestown, Pennsylvania 18901; the telephone number is (215)
345-5100. All inquiries should be directed to John C. Soffronoff, President and
Chief Executive Officer of Premier Bancorp, Inc.
Description of Premier Bancorp, Inc.
Premier Bancorp, Inc. was incorporated under the business corporation laws
of the Commonwealth of Pennsylvania on July 15, 1997 and was reorganized on
November 17, 1997 as a one-bank holding company. Premier Bank (the Bank) is the
wholly-owned depository subsidiary of Premier Bancorp, Inc.
The Board of Directors of Premier is mailing a copy of the annual report
for the fiscal year ended December 31, 1998, with this Notice. You may obtain a
copy of Premier's annual report for the 1997 fiscal year at no cost by
contacting Bruce E. Sickel, Chief Financial Officer, Premier Bancorp, Inc., 379
North Main Street, Doylestown, Pennsylvania 18901.
Since we have not authorized anyone to provide you with different
information, you should rely only on the information contained in this document
or on documents that we refer you to. Although we believe we have provided you
with all the information helpful to you in your decision to vote, events may
occur at Premier subsequent to printing this proxy statement that might affect
your decision.
VOTING PROCEDURES
Solicitation and Voting of Proxies
The Board of Directors of Premier is soliciting this proxy for use at the
1999 Annual Meeting of Shareholders of Premier Bancorp, Inc. The directors,
officers and other employees of Premier and the Bank may solicit proxies in
person or by telephone, telecopy, telegraph or mail, but only for use at the
annual meeting. Premier will pay the cost of preparing, assembling, printing,
mailing and soliciting proxies and any additional material that Premier sends to
shareholders. Premier will make arrangements with brokerage houses and other
custodians, nominees, and fiduciaries to forward proxy solicitation materials to
the owners of stock held by these persons. Premier will reimburse these persons
for their reasonable forwarding expenses.
Only shareholders of record as of the close of business on Thursday, April
1, 1999, (the Voting Record Date), may vote at the annual meeting. Premier's
records show that, as of the Voting Record Date, 2,907,756 shares of Premier's
common stock were outstanding. On all matters to come before the annual meeting,
shareholders may cast one vote for each share held. Cumulative
1
<PAGE>
voting rights exist only with respect to the election of directors. As of the
Voting Record Date, Premier knows of no person who is the beneficial owner of
five percent (5%) or more of Premier's common stock.
By properly completing a proxy, the shareholder appoints John J. Ginley and
Mark Mann as proxy holders to vote his or her shares as specified on the proxy.
The proxy holders will vote any proxy not specifying to the contrary as follows:
FOR the election of Daniel E. Cohen, Michael J. Perrucci, Brian R.
Rich, Ezio U. Rossi, Gerald Schatz, Bruce E. Sickel, Thomas P. Stitt, and
John A. Zebrowski, as Class 1 Directors, each for a term of three years
expiring in 2002; and
FOR the ratification of the selection of KPMG LLP, as the independent
auditors of Premier Bancorp, Inc. for 1999.
The Board of Directors of Premier Bancorp, Inc. will mail this proxy
statement to the shareholders of Premier on or about April 12, 1999.
Quorum and Vote Required For Approval
Premier is currently authorized to issue 30,000,000 shares of common stock,
par value $.033 per share.
At the close of business on April 1, 1999, Premier had 2,907,756 shares of
common stock outstanding. Currently Premier's common stock is the only issued
and outstanding class of stock.
In order to hold the annual meeting, a "quorum" of shareholders must be
present. Under Pennsylvania law and the Bylaws of Premier, the presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
is necessary to constitute a quorum for the transaction of business at the
meeting. The proxy holders will count votes withheld and abstentions when
determining the presence of a quorum for the particular matter. The proxy
holders will not count broker non-votes when determining the presence of a
quorum for the particular matter as to which the broker withheld authority.
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 proxy holders 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.
Assuming the presence of a quorum, the eight (8) nominees for Class 1
Director receiving the highest number of votes cast by shareholders entitled to
vote will be elected. The proxy holders will not cast votes withheld or broker
non-votes for the nominees. Abstentions and broker non-votes are not deemed to
constitute "votes cast" and, therefore, do not count either for or against such
election.
Assuming the presence of a quorum, ratification of the selection of
independent auditors requires the affirmative vote of a majority of all votes
cast by shareholders. Abstentions and broker non-votes are not deemed to
constitute "votes cast" and, therefore, do not count either for or against
ratification. Abstentions and broker non-votes, however, 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.
2
<PAGE>
Revocability of Proxy
Shareholders who sign proxies may revoke them at any time before they are
voted by:
o delivering written notice of the revocation to John J. Ginley, Secretary
of Premier Bancorp, Inc., 379 North Main Street, Doylestown, Pennsylvania
18901;
o delivering a properly executed proxy bearing a later date to John J.
Ginley, Secretary of Premier Bancorp, Inc., 379 North Main Street,
Doylestown, Pennsylvania 18901; or
o attending the meeting and voting in person after giving written notice to
the Secretary of Premier Bancorp, Inc.
You have the right to vote and, if desired, to revoke your proxy any time
before the annual meeting. Should you have any questions, please call John C.
Soffronoff, President and Chief Executive Officer, at (215) 345-5100.
Methods of Voting
Voting by Proxy
1. Mark your selections.
2. Date your proxy and sign your name exactly as it appears on your proxy.
Voting in Person
1. Attend the annual meeting and show proof of eligibility to vote.
2. Obtain a proxy.
3. Mark your selections.
4. Date your proxy and sign your name exactly as it appears on the proxy
and in the transfer books of Premier Bancorp, Inc.
3
<PAGE>
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Governance
The Board of Directors of Premier oversees all business, property, and
affairs of Premier and its subsidiaries. The Chairman and officers keep the
members of the Board informed of Premier's business through discussions at Board
meetings and by providing materials to them. During fiscal 1998, the Board of
Directors of Premier held eleven (11) meetings. The Board of Directors of the
Bank held ten (10) meetings in 1998.
Directors and Executive Officers of Premier and the Bank
The following table sets forth selected information about the directors and
executive officers of Premier and the Bank. The officers are elected by the
Board of Directors and each holds office at the discretion of the Board of
Directors.
<TABLE>
<CAPTION>
POSITIONS
POSITION WITH PREMIER HELD SINCE AGE AS OF
NAME AND THE BANK (PREMIER/BANK) APRIL 1, 1999
- ---- --------------------- -------------- -------------
<S> <C> <C> <C>
Clark S. Frame Chairman of the Board 1997/1992 48
Class 3 Director
Barry J. Miles, Sr. Vice Chairman of the Board 1997/1992 49
Class 3 Director
John C. Soffronoff President 1997/1992 52
Chief Executive Officer
Class 3 Director
Peter A. Cooper Class 3 Director 1997/1992 40
Dr. Daniel A. Nesi Class 3 Director 1997/1992 61
Thomas M. O'Mara Class 3 Director 1997/1992 46
Richard F. Ryon Class 3 Director 1997/1993 48
Daniel E. Cohen Class 1 Director 1997/1992 55
Michael J. Perrucci Class 1 Director 1997/1992 45
Brian R. Rich Class 1 Director 1997/1993 39
Ezio U. Rossi Class 1 Director 1997/1994 69
Gerald Schatz Class 1 Director 1997/1992 64
Bruce E. Sickel Treasurer 1997/1992 39
Senior Vice President and
Chief Financial Officer
Class 1 Director
Thomas P. Stitt Class 1 Director 1997/1993 55
John A. Zebrowski Class 1 Director 1997/1992 57
Dr. Thomas E. Mackell Class 2 Director 1997/1992 53
Neil Norton Class 2 Director 1997/1992 53
Irving N. Stein Class 2 Director 1997/1992 49
HelenBeth Garofalo-Vilcek Class 2 Director 1997/1992 41
George H. Wetherill Class 2 Director 1997/1992 61
John J. Ginley Secretary 1997/1992 56
Senior Vice President and
Chief Loan Officer
</TABLE>
4
<PAGE>
Committees and Meetings of the Boards of Directors of Premier and the Bank
The Board of Directors of Premier has, at present, no standing committees.
Premier 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 Premier in
accordance with Premier's Bylaws. Any shareholder who intends to nominate any
candidate for election to the Board of Directors shall notify the President of
Premier 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 Premier not later than the close of business on the seventh day following the
day on which notice of the meeting was mailed.
During 1998, the Bank's Board of Directors maintained four (4) standing
committees: Executive, Audit/Compliance, Loan, and Investment/ALCO. The function
of each of these committees is described below.
EXECUTIVE: This committee meets on an as-needed basis to take action on
issues between regular meetings of the Board of Directors. This committee met 2
times in 1998. Mr. Clark S. Frame serves as Chairman of this committee.
AUDIT/COMPLIANCE: This committee jointly serves Premier and the Bank. It
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. This committee met 3 times in 1998. Mr.
Barry J. Miles, Sr. serves as Chairman of this committee.
LOAN: This committee reviews and approves loans in accordance with the
Bank's established loan policy, as exists from time to time. This committee met
46 times in 1998. Mr. Clark S. Frame serves as Chairman of this committee.
INVESTMENT/ALCO: This committee reviews the operating results of the Bank,
its interest rate sensitivity, investment portfolio and performance versus the
annual budget. This committee met 6 times in 1998. Mr. Bruce E. Sickel serves as
Chairman of this committee.
5
<PAGE>
During 1998, Premier's Board of Directors held eleven (11) meetings and the
Bank's Board of Directors held ten (10) meetings. Each director attended at
least 75% of the combined total number of meetings of Premier's and the Bank's
Boards of Directors and the committees of which he or she is a member, with the
exception of Messrs. Cooper, Mackell, Perrucci, and Wetherill.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE BANK
<TABLE>
<CAPTION>
MEETINGS
HELD
COMMITTEE MEMBERS IN 1998
--------- ------- --------
<S> <C> <C>
EXECUTIVE Clark S. Frame, Chairperson, Daniel E. Cohen, 2
Peter A. Cooper, Barry J. Miles, Sr., Dr. Daniel
A. Nesi, and Thomas M. O'Mara
AUDIT/COMPLIANCE Barry J. Miles, Sr., Chairperson, Neil Norton, 3
Michael J. Perrucci, Brian R. Rich, HelenBeth
Garofalo-Vilcek, and John A. Zebrowski
LOAN Clark S. Frame, Chairperson, Daniel E. Cohen, 46
Barry J. Miles, Sr., Dr. Daniel A. Nesi, John C.
Soffronoff, and George H. Wetherill
INVESTMENT/ALCO Bruce E. Sickel, Chairperson, Peter A. Cooper, 6
Clark S. Frame, Dr. Thomas E. Mackell, Thomas M.
O'Mara, Ezio U. Rossi, Richard F. Ryon, Gerald
Schatz, John C. Soffronoff, Irving N. Stein, and
Thomas P. Stitt
</TABLE>
Compensation of the Board of Directors
Directors do not receive cash compensation for attendance at Board or
committee meetings. However, directors received stock options under the Bank's
1995 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.
Mr. Clark S. Frame earned $83,621 for services rendered in 1998 which
included serving as Chairman of the Board of Directors and Chairman of the Loan
and Executive Committees. Mr. Frame, like the other directors, received options
for attending Board meetings. Mr. Frame is also provided a membership to a local
country club.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual
compensation for services in all capacities to Premier and to the Bank for the
fiscal years ended December 31, 1998, 1997, and 1996 of those persons who were,
at December 31, 1998, (1) the Chief Executive Officer, and (2) the other four
most highly compensated executive officers of Premier and of the Bank to the
extent that their total annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------- -----------------------
SECURITIES PAYOUTS
RESTRICTED UNDERLYING ------- ALL
OTHER STOCK OPTIONS/ LTIP OTHER
SALARY BONUS ANNUAL AWARDS SARS PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) COMPENSATION ($) (#) ($) ($)(2)(3)(4)
- --------------------------- ---- ------- ------- ------------ ---------- ---------- ------- ------------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. Soffronoff, 1998 112,381 20,000 -- -- 500 -- 12,243(2)
President and Chief 1997 104,382 20,000 -- -- -- -- 11,427
Executive Officer of 1996 98,193 10,000 -- -- 24,000(5) -- 11,305
Premier and the Bank
Bruce E. Sickel, 1998 98,246 25,000 -- -- -- -- 8,491(3)
Treasurer of Premier 1997 90,475 20,000 -- -- -- -- 2,055
and Senior Vice 1996 86,643 10,000 -- -- 24,000(5) -- 1,671
President and Chief
Financial Officer
of the Bank
John J. Ginley, 1998 125,038 20,000 -- -- 500 -- 8,695(4)
Secretary of Premier and 1997 116,493 20,000 -- -- -- -- 8,739
Senior Vice President and 1996 110,276 10,000 -- -- 24,000(5) -- 8,552
Chief Loan Officer of the
Bank
</TABLE>
- ------------------
(1) Yearly salary adjustments are made on or about April 24 of each year.
(2) Includes Bank contributions to the 401(k) Plan on behalf of Mr. Soffronoff
of $4,115, $3,575, and $3,390 for 1998, 1997 and 1996, respectively; the
payment of club dues in the amount of $3,328, $3,052, and $3,115 for each of
1998, 1997 and 1996, respectively; and a car allowance for Mr. Soffronoff,
valued at $4,800 for each of 1998, 1997 and 1996.
(3) Includes Bank contributions to the 401(k) Plan on behalf of Mr. Sickel of
$3,691, $2,055, and $1,671 for 1998, 1997 and 1996, respectively; and a car
allowance for Mr. Sickel of $4,800 for 1998.
(4) Includes Bank contributions to the 401(k) Plan on behalf of Mr. Ginley of
$3,895, $3,939 and $3,752 in 1998, 1997 and 1996, respectively, and a car
allowance for Mr. Ginley of $4,800 for each of 1998, 1997 and 1996.
(5) Subject to a 10%, 20%, 30%, 40% vesting schedule on January 1 of each year.
7
<PAGE>
The following table sets forth certain information relating to
non-qualified stock options granted by Premier to certain officers of Premier
and the Bank during 1998, pursuant to Premier Bank's 1995 Incentive Stock Option
Plan.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES % OF TOTAL OPTIONS/ EXERCISE
UNDERLYING SARS GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
---- -------------------- ------------------- -------- ----------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
Clark S. Frame
Chairman of the Board 495 3.26% 6.00 01/01/08
Barry J. Miles, Sr.
Vice Chairman of the Board 2,160 14.20% 6.00 01/01/08
</TABLE>
401(k) Plan
The Bank maintains a 401(k) deferred income retirement plan (the plan) for
employees. The plan has two features: an elective deferral feature and a savings
plus feature. To be eligible to become a member of the 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 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 plan
by entering into an agreement with the Bank to defer current total compensation
by up to 15% (unless otherwise limited by the 401(k) administrators). In 1998,
the Bank matched this deferred compensation with a discretionary match which is
currently set at 50%, up to 6% of the employee's salary. The amount of the
match, if any, determined by the Bank each year.
During 1998 the Bank made a contribution of $48,794 to the plan. The
amounts allocated to the three (3) most highly compensated officers pursuant to
the plan in 1998 are as follows (these amounts do not include the employee
contribution): Mr. Soffronoff, President and Chief Executive Officer of the
Bank, $4,115; Mr. Sickel, Senior Vice President and Chief Financial Officer of
the Bank, $3,691; and Mr. Ginley, Senior Vice President and Chief Loan Officer
of the Bank, $3,895.
Change of Control Agreements
In March, 1998, Premier, 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. The agreements define certain severance
benefits that will be paid by Premier and the Bank to the Executives in the
event of a change of control. The benefits were granted in order to recognize
the valued past and present service of the Executives and to provide incentive
for their continued valued service. 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 a change of control.
In the event of a change of control, the Executives are entitled to receive
a lump sum payment equal to two (2) times their respective current annual direct
salary at the earliest of four (4) specified events. If, at the end of six (6)
months after the date of the change of control, none of the specified events
have occurred, the Executives shall no longer be entitled to the payments upon
termination.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed below, there have been no material transactions between
Premier and the Bank, nor any material transactions or proposed material
transactions, with any director or executive officer of Premier or the Bank, or
any associate of any of the foregoing persons during the past two years. The
Bank maintains a policy of not extending or granting credit to any director,
officer, employee or any member of their immediate family.
The Bank's offices in Doylestown and Easton were owned by Norbuck
Associates, a Pennsylvania limited partnership consisting of several directors
of the Bank. The leases with Norbuck Associates expired December 31, 1998 and
the Bank exercised its purchase option on these properties in January, 1999. The
Bank paid $1,234,000, plus customary closing costs, to acquire both the
Doylestown and Easton offices. The buildings were purchased in 1994 by Norbuck
for $1,000,000. The buildings were appraised in May of 1998 for a total of
$1,255,000.
ELECTION OF DIRECTORS
Qualification and Nomination of Directors
Premier's Bylaws authorizes the number of directors to be not less than
five (5) nor more than twenty-five (25). The Bylaws provide for three (3)
classes of directors with staggered three-year terms of office. 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). The Board of Directors nominated the eight (8) persons
named below to serve as Class 1 Directors until the 2002 annual meeting of
shareholders or until their earlier death, resignation, or removal from office.
All of the nominees are presently members of the Board of Directors and all have
consented to serve another term as a director if re-elected. Pursuant to
Premier's Bylaws, vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, may be filled by a
majority of the Board of Directors then in office. The Board of Directors may
select someone to fill the vacancy until the expiration of the term of the class
of directors to which he or she was appointed.
In accordance with Premier's Bylaws, the Board of Directors is divided into
three (3) classes, whose terms expire at successive annual meetings. Therefore,
the Bylaws provide for a classified Board of Directors with staggered three-year
terms of office. Currently, Class 1 consists of eight (8) directors, Class 2
consists of five (5) directors, and Class 3 consists of seven (7) directors.
Shareholders will elect eight (8) Class 1 directors at the annual meeting to
serve for a three-year term that expires at Premier's annual meeting in 2002.
The proxy holders intend to vote such proxy for the election of each of the
eight (8) nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.
The Board of Directors is proposing the following nominees for election as
Class 1 Directors at the annual meeting:
o Daniel E. Cohen
o Michael J. Perrucci
o Brian R. Rich
o Ezio U. Rossi
o Gerald Schatz
o Bruce E. Sickel
o Thomas P. Stitt
o John A. Zebrowski
9
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
TO ELECT THE EIGHT (8) NOMINEES LISTED ABOVE AS CLASS 1 DIRECTORS OF PREMIER
BANCORP, INC.
Information as to Nominees and Directors
Set forth below is the principal occupation and certain other information
regarding the nominees and other directors whose terms of office will continue
after the annual meeting. You can find the information about the share ownership
of the nominees and other directors on pages 13 and 14.
CURRENT CLASS 1 DIRECTORS (to serve until 1999)
AND
NOMINEES FOR CLASS 1 DIRECTORS (to serve until 2002)
Daniel E. Cohen, Esquire
Mr. Cohen, age 55, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Cohen is a partner in the law
firm of Laub, Seidel, Cohen & Hof, L.L.C. located in Easton, Pennsylvania.
Michael J. Perrucci, Esquire
Mr. Perrucci, age 45, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Perrucci is a partner in the
law firm of Fishbein, Badillo, Wagner, Harding located in Phillipsburg, New
Jersey.
Brian R. Rich
Mr. Rich, age 39, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1993. Mr. Rich is the President of Jack
Rich, Inc., a fuel oil and energy company located in Gilberton, Pennsylvania.
Ezio U. Rossi
Mr. Rossi, age 69, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1994. Mr. Rossi was the former owner of
Arctic Foods, Inc., a frozen food company located in Washington, New Jersey. He
is currently retired.
Gerald Schatz
Mr. Schatz, age 64, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Schatz is Chairman of
Wordsworth Academy, Play and Learn Centers and Wyncote Academy, a child care and
development company located in Fort Washington, Pennsylvania.
Bruce E. Sickel
Mr. Sickel, age 39, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. He is a Senior Vice President,
the Chief Financial Officer and Treasurer of Premier and the Bank.
Thomas P. Stitt, Esquire
Mr. Stitt, age 55, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1993. Mr. Stitt is an Attorney-at-Law,
with his office located in Easton, Pennsylvania.
10
<PAGE>
John A. Zebrowski
Mr. Zebrowski, age 57, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Zebrowski is the President of
J. A. Z. Associates, a plastic resin dealer located in Doylestown, Pennsylvania.
BOARD OF DIRECTORS -- CONTINUING AS DIRECTORS
CLASS 2 DIRECTORS (to serve until 2000)
HelenBeth Garofalo-Vilcek
Ms. Garofalo-Vilcek, age 41, has served as a member of the Board of
Directors of Premier since 1997 and of the Bank since 1992. Ms. Garofalo-Vilcek
is a real estate broker located in Bangor, Pennsylvania.
Dr. Thomas E. Mackell
Dr. Mackell, age 53, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Dr. Mackell is a surgeon with his
medical offices located in Doylestown, Pennsylvania.
Neil Norton
Mr. Norton, age 53, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Norton is the President of
Norton Oil Company, a home heating oil company located in Phillipsburg, New
Jersey.
Irving N. Stein
Mr. Stein, age 49, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Stein is the Vice President
of Keystone Motors, Inc., a car dealership located in Doylestown and Berwyn,
Pennsylvania.
George H. Wetherill
Mr. Wetherill, age 61, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Wetherill is the owner of G.
H. Wetherill Opticians and G. H. Wetherill Hearing Aid Associates located in
Doylestown, Pennsylvania.
CLASS 3 DIRECTORS (to serve until 2001)
Peter A. Cooper
Mr. Cooper, age 40, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Cooper is the President of
Lexus of the Lehigh Valley, a car dealership located in Emmaus, Pennsylvania.
Clark S. Frame
Mr. Frame, age 48, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Frame serves as Chairman of
the Board of Premier and of the Bank.
Barry J. Miles, Sr.
Mr. Miles, age 49, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Miles serves as Vice Chairman
of the Board of Premier and of the Bank. Mr. Miles is a realtor in Easton,
Pennsylvania.
11
<PAGE>
Dr. Daniel A. Nesi
Dr. Nesi, age 61, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Dr. Nesi is a surgeon with his
medical offices located in Doylestown, Pennsylvania.
Thomas M. O'Mara
Mr. O'Mara, age 46, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. O'Mara is the owner of Master
Gardener, a textiles company located in Yardley, Pennsylvania and Spartenberg,
South Carolina.
Richard F. Ryon
Mr. Ryon, age 48, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1993. Mr. Ryon is a partner in Richard
B. Ryon Insurance, an insurance agency located in Pottsville, Pennsylvania.
John C. Soffronoff
Mr. Soffronoff, age 52, has served as a member of the Board of Directors of
Premier since 1997 and of the Bank since 1992. Mr. Soffronoff is the President
and Chief Executive Officer of Premier and of the Bank.
12
<PAGE>
BENEFICIAL OWNERSHIP OF
PREMIER'S STOCK OWNED BY
PRINCIPAL OWNERS AND MANAGEMENT
Principal Shareholders
As of April 1, 1999, the Board of Directors knows of no 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 Premier's outstanding common stock.
Share Ownership by the Directors, Officers and Nominees
The following table sets forth, as of April 1, 1999, and from information
received from the respective individuals, the amount and percentage of the
common stock beneficially owned by each director, each nominee and all officers,
directors, and nominees of Premier as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENTAGE
NAME OF INDIVIDUAL OR IDENTITY OF GROUP OWNERSHIP(1)(2) OF CLASS
- --------------------------------------- --------------- ----------
<S> <C> <C>
Daniel E. Cohen 106,512(3) 3.03%
Peter A. Cooper 112,188(4) 3.19%
Clark S. Frame 169,691(5) 4.82%
HelenBeth Garofalo-Vilcek 42,264(6) 1.20%
Dr. Thomas E. Mackell 76,783(7) 2.18%
Barry J. Miles, Sr. 64,473(8) 1.83%
Dr. Daniel A. Nesi 109,465(9) 3.11%
Neil Norton 87,763(10) 2.49%
Thomas M. O'Mara 54,639(11) 1.55%
Michael J. Perrucci 74,810(12) 2.13%
Brian R. Rich 101,534(13) 2.88%
Ezio U. Rossi 125,142(14) 3.56%
Richard F. Ryon 99,340(15) 2.82%
Gerald Schatz 116,434(16) 3.31%
Bruce E. Sickel 39,415(17) 1.12%
John C. Soffronoff 43,070(18) 1.22%
Irving N. Stein 70,861(19) 2.01%
Thomas P. Stitt 71,685(20) 2.04%
George H. Wetherill 84,321(21) 2.40%
John A. Zebrowski 97,963(22) 2.78%
John J. Ginley 45,782(23) 1.30%
All Officers and Directors as a Group
(21 persons in total) 1,794,135(24) 50.97%
</TABLE>
- ------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of 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 that the individual has or shares voting or investment power, or
has the right to acquire beneficial ownership within 60 days after April 1,
1999. Beneficial ownership may be disclaimed as to certain of the
securities. All numbers here have been rounded to the nearest whole number.
(2) Information furnished by the Directors and Premier.
(3) Figure includes 46,320 exercisable stock options.
13
<PAGE>
(4) Figure includes 51,105 exercisable stock options.
(5) Figure includes 24,090 exercisable stock options.
(6) Figure includes 13,965 exercisable stock options.
(7) Figure includes 25,425 exercisable stock options.
(8) Figure includes 21,393 exercisable stock options.
(9) Figure includes 42,255 exercisable stock options.
(10) Figure includes 41,265 exercisable stock options.
(11) Figure includes 20,913 exercisable stock options.
(12) Figure includes 32,220 exercisable stock options.
(13) Figure includes 20,619 exercisable stock options.
(14) Figure includes 22,017 exercisable stock options.
(15) Figure includes 16,065 exercisable stock options.
(16) Figure includes 26,463 exercisable stock options.
(17) Figure includes 24,585 exercisable stock options.
(18) Figure includes 23,270 exercisable stock options.
(19) Figure includes 17,035 exercisable stock options.
(20) Figure includes 10,575 exercisable stock options.
(21) Figure includes 27,618 exercisable stock options.
(22) Figure includes 23,280 exercisable stock options.
(23) Figure includes 12,782 exercisable stock options.
(24) Percentages assume that all options exercisable within sixty (60) days of
April 1, 1999 have been exercised. Therefore, on a pro forma basis,
3,520,025 shares would be outstanding.
PROPOSALS
1. ELECTION OF CLASS 1 DIRECTORS.
Nominees for election this year are:
o Daniel E. Cohen (director since 1997)
o Michael J. Perrucci (director since 1997)
o Brian R. Rich (director since 1997)
o Ezio U. Rossi (director since 1997)
o Gerald Schatz (director since 1997)
o Bruce E. Sickel (director since 1997)
o Thomas P. Stitt (director since 1997)
o John A. Zebrowski (director since 1997)
Each has consented to serve a three-year term. (See pages 10 and 11 for
more information.)
If any director is unable to stand for re-election, the Board may designate
a substitute. Proxy holders will vote in favor of a substitute nominee. The
Board of Directors has no reason to believe the eight (8) nominees 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 proxy holders 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.
The Board of Directors recommends a vote FOR the election of the eight (8)
nominees as Class 1 Directors.
14
<PAGE>
2. RATIFICATION OF KPMG LLP AS THE INDEPENDENT AUDITORS.
The Audit Committee and the Board of Directors of Premier and the Bank
believe that KPMG's knowledge of Premier and the Bank is invaluable. KPMG
advised Premier that none of its members has any financial interest in Premier.
KPMG served as Premier's independent auditors for the 1998 fiscal year. They
assisted Premier and the Bank with the preparation of their federal and state
tax returns and provided assistance in connection with regulatory matters,
charging Premier and the Bank for such services at its customary hourly billing
rates. Premier's and the Bank's Board of Directors approved these non-audit
services after due consideration of the auditors' objectivity and after finding
them to be wholly independent.
In the event that the shareholders do not ratify the selection of KPMG, as
Premier's independent auditors for the 1999 fiscal year, the Board of Directors
may choose another accounting firm to provide independent audit services for the
1999 fiscal year. Representatives of KPMG will attend the annual meeting to
answer questions.
The majority of shares present (in person or by proxy and entitled to vote
at the annual meeting) must vote in the affirmative to ratify KPMG LLP as
independent auditors for 1999.
The Board of Directors recommends a vote FOR the ratification of KPMG LLP
as the independent auditors of Premier Bancorp, Inc. for the year ending
December 31, 1999.
LEGAL PROCEEDINGS
In the opinion of the management of Premier and the Bank, there are no
proceedings pending to which Premier or the Bank is a party or to which their
property is subject, which, if determined adversely to Premier or the Bank,
would be material in relation to Premier or the Bank's undivided profits or
financial condition. There are no proceedings pending other than routine
litigation incident to the business of Premier and the Bank. In addition, no
material proceedings are pending or are known to be threatened or contemplated
against Premier or the Bank by any government authorities.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit as a
proposal for inclusion in Premier's proxy statement for its 2000 Annual Meeting
of Shareholders must deliver such proposal in writing to the President of
Premier Bancorp, Inc. at its principal executive offices, at 379 North Main
Street, Doylestown, Pennsylvania 18901, not later than Wednesday, December 15,
1999.
ANNUAL REPORT
A copy of Premier's annual report for its fiscal year ended December 31,
1998, is enclosed with this proxy statement. A representative of KPMG LLP, the
independent auditors which examined the financial statements in the annual
report, will attend the meeting. The representative will have the opportunity to
make a statement, if he desires to do so, and will be available to respond to
any appropriate questions concerning the annual report presented by shareholders
at the annual meeting.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Shareholders that properly may come
before the annual meeting. However, if any other matter should be properly
presented for consideration and voting at the annual meeting or any adjournments
of the meeting, the persons named as proxy holders will vote the proxies in what
they determine to be the best interest of Premier.
ADDITIONAL INFORMATION
UPON THE WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF PREMIER'S REPORT ON
FORM 10-KSB FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1998, 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 MAY BE OBTAINED, WITHOUT CHARGE, FROM BRUCE E. SICKEL, CHIEF FINANCIAL
OFFICER, PREMIER BANCORP, INC., 379 NORTH MAIN STREET, DOYLESTOWN, PENNSYLVANIA
18901.
15
<PAGE>
PREMIER BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints John J. Ginley and 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. that the
undersigned shareholder may be entitled to vote at the Annual Meeting of
Shareholders to be held on Thursday, May 13, 1999, at 9:00 a.m., Eastern
Daylight Time, at Barley Sheaf Farm Bed and Breakfast Inn, Route 202, Holicong,
Pennsylvania 18928, and at any adjournment or postponement of the meeting as
follows:
1. ELECTION OF EIGHT (8) CLASS 1 DIRECTORS TO SERVE FOR A THREE-YEAR TERM.
Daniel E. Cohen Gerald Schatz
Michael Perrucci Bruce E. Sickel
Brian R. Rich Thomas P. Stitt
Ezio U. Rossi John A. Zebrowski
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed above (except to vote for all nominees
as marked to contrary below) listed above
The Board of Directors recommends a vote FOR these nominees.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- -------------------------------------------------------------------------------
2. RATIFICATION OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
3. In their discretion, the proxy holders are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement of the meeting.
THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
Dated: ______________________, 1999
----------------------------------------
Signature
----------------------------------------
Number of Shares Held of Record Signature
on April 1, 1999
- -----------------------------
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 SHAREHOLDER(S) AND RETURNED PROMPTLY TO
PREMIER BANCORP, INC. 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.
