SHEPMYERS INVESTMENT COMPANY
ANNUAL REPORT TO SHAREHOLDERS
December 31, 1999
P.O. Box 339
Hanover, Pennsylvania 17331
<PAGE>
/LOGO/
SHEPMYERS INVESTMENT COMPANY
P.O. BOX 339
HANOVER, PENNSYLVANIA 17331
February 28, 2000
Dear Shareholder:
We are pleased to forward the Annual Report reflecting the company's financial
results for the year ended December 31, 1999.
The U.S. economy has closed out the century on a strong note and appears to be
in excellent shape. Growth is surging, inflation is low and jobs are plentiful.
Gross Domestic Product (GDP) for the fourth quarter is expected to be in the
5.5% range, driven by strong household demand. For all of 1999, the indication
is that consumer spending grew in excess of 5%, enough to account for almost all
of the growth in the economy. With the housing industry experiencing another
record year, the personal savings rate currently at all-time lows, and the labor
market's momentum going into the year 2000, it is not surprising that consumer
confidence is at the second highest level ever recorded.
All of the positive indicators in the economy did not bode well for the bond
market. In 1999, the bond market recorded its worst year on record, with the
30-year Treasury Bond down 14.4% on a total return basis. Expectations within
the capital markets are for interest rates to rise in the first half of 2000.
With consumer demand so strong, the concern is that growth in supply won't be
able to keep up, leading to inflation. It appears that the Federal Reserve's
mindset is to increase interest rates further until there is evidence of slowing
growth,
The yield on the Bond Buyer Index increased from 5.03% at the end of 1998 to
6.00% at the close of 1999. The portfolio's yield likewise rose from 5.23% at
December 31, 1998 to 5.31% at December 31, 1999.
The portfolio continues to embody the goals of strong credit quality,
diversification of holdings and conservative maturity structure. The portfolio
is diversified among fifty-three separate issuers across twenty-one states. This
diversification mitigates the risks associated with economic events occurring in
any one state or region. Fifty-five percent of the bonds mature in eight years
or less and the longest maturity in the portfolio is just under fifteen years.
The weighted average maturity of the portfolio is conservative at 7.69 years.
On behalf of the Board of Directors, I am pleased to report the declaration of
an extra dividend of $0.25 per share from earnings generated by the company
during 1999. This is payable March 1, 2000 to shareholders of record 2/1/00.
This brings the total distributions from 1999 earnings to $.9497.
To assist you in preparation of your 1999 income tax returns, listed below are
certain tax attributes concerning the dividends paid to you during 1999.
1) Capital gain distribution represented $.0997 per share.
<PAGE>
-2-
2) The remainder of the distributions to you ($.92 per share) during 1999
represented tax-exempt interest dividends for federal income tax purposes.
3) For Pennsylvania residents, 56.801 of the federally tax-exempt interest
dividends should be considered Pennsylvania exempt-interest dividends and
are not subject to Pennsylvania Personal Income Tax in 1999.
The Board has approved and has recommended shareholder approval of the merger of
the Company with another tax-exempt mutual fund operated by Solomon Smith
Barney.
Our normal first quarter dividend would have been paid on April 3, 2000. Due to
the pending merger of the Company in April, 2000, and the related expenses
therewith, the Board has delayed the declaration of any dividends. Any amounts
earned by the Company prior to its merger will be distributed in the form of a
dividend to its shareholders.
We appreciate the confidence you have expressed in the Board and welcome your
questions and suggestions.
Sincerely,
/s/ Paul E. Spears
- ------------------
Paul E. Spears
President & Chairman of the Board
PES/sk
<PAGE>
SHEPMYERS INVESTMENT COMPANY
FINANCIAL REPORT
DECEMBER 31, 1999
<PAGE>
CONTENTS
Page
----
INDEPENDENT ACCOUNTANT'S REPORT
ON THE FINANCIAL STATEMENTS 1
FINANCIAL STATEMENTS
Statement of assets and liabilities 2
Schedule of investments 3-6
Statement of operations 7
Statements of changes in net assets 8
Financial highlights 9
Notes to financial statements 10-13
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Shareholders and Board of Directors
Shepmyers Investment Company
We have audited the accompanying statement of assets and liabilities of
Shepmyers Investment Company, including the schedule of investments, as of
December 31, 1999, and the related statements of operations and changes in net
assets and the financial highlights for the year then ended. These financial
statements and financial highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit. The statement of changes
in net assets for the year ended December 31, 1998 and the financial highlights
for each of the years ended December 31, 1995 through December 31, 1998 were
audited by other auditors whose report dated January 29, 1999, expressed an
unqualified opinion on those statements and financial highlights.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1999, by correspondence with the custodian and broker. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Shepmyers Investment Company as of December 31, 1999, the results of its
operations for the year then ended, the changes in its net assets for the year
then ended, and the financial highlights for the year then ended, in conformity
with generally accepted accounting principles.
/s/ Beard & Company, Inc.
-------------------------
Beard & Company, Inc.
Harrisburg, Pennsylvania
January 31, 2000
-1-
<PAGE>
Shepmyers Investment Company
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1999
ASSETS
Investments at market value (cost $14,842,432) $14,720,801
Accrued interest receivable and other assets 221,336
-----------
Total assets 14,942,137
-----------
LIABILITIES
Dividends payable 115,236
Accrued liabilities 30,413
-----------
Total liabilities 145,649
-----------
Net assets at market, applicable to 768,238
issued and outstanding common shares
at $.50 par value per share, equivalent
to $19.26 a share (2,000,000 shares authorized) $14,796,488
===========
See Notes to Financial Statements.
-2-
<PAGE>
Shepmyers Investment Company
SCHEDULE OF INVESTMENTS
December 31, 1999
<TABLE>
<CAPTION>
Principal Market
Amount Description Value
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Housing Finance Agency Bonds--1.62%,
$ 250,000 Alaska State Housing Finance Corporation, 4.80%, due
6/01/09, callable 6/01/08 at 101 $ 239,200
-----------
General Obligation Bonds--69.62%:
300,000 Dauphin County, Pennsylvania, 4.90%, due 3/15/00
(MBIA) 300.570
200,000 Pleasant Valley, Pennsylvania School District, 6.00%,
due 3/15/07, pre-refunded 3/15/00 at 100 (MBIA) 200,760
500,000 Washington Suburban Sanitation District, Maryland
water supply, 6.80, due 6/01/05, pre-refunded 6/01/01
at 102 525,750
300,000 New Mexico State Severance, 5.20% due 7/01/01 301,050
290,000 Ephrata Pennsylvania Area School District,
5.40%, due 10/15/09, callable 10/15/01 (FGIC) 294,524
350,000 Montgomery County, Pennsylvania, 5.20%, due
10/15/07, pre-refunded 10/15/00 at 100 353,010
215,000 Utah State Municipal Finance Coop., Salt Lake,
6.90%, due 3/01/02 (LOC - Government Revenue
Pooled), callable 3/01/01 at 100 220,698
155,000 Cambria County, Pennsylvania, 5.20%, due 8/15/02
(FGIC) 157,589
400,000 Texas State Veterans Housing Assistance,
4.60%, due 12/01/03 397,840
300,000 Haverford Township, Pennsylvania School District
(Delaware County), 6.00%, due 6/01/09, pre-refunded
6/01/04 at 100 (FGIC) 314,100
350,000 Erie County, Pennsylvania, 4.90%, due 9/01/04 350,000
225,000 Wilkes-Barre, Pennsylvania School District, (Luzerne
County), 6.00%, due 4/01/08, pre-refunded 10/01/04
at 100 (FGIC) 236,385
200,000 Seneca Valley, Pennsylvania School District, 5.50%,
due 2/15/09, pre-refunded 8/15/05 at 100 205,900
250,000 Wissahickon, Pennsylvania School District, 4.75%, due
11/15/05, callable 11/15/02 at 100 249,597
510,000 Indiana Bond Bank, Series A2, 6.75%, due 1/01/06,
callable 1/01/01 at 102 (LOC Sumitomo Bank Ltd.) 528,258
</TABLE>
-3-
<PAGE>
Shepmyers Investment Company
SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1999
<TABLE>
<CAPTION>
Principal Market
Amount Description Value
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
General Obligation Bonds -- 69.62% (Continued):
$ 225,000 Tunkhannock, Pennsylvania Area School District, 4.45%,
due 7/15/06 (AMBAC) $ 219,330
210,000 Beaver County, Pennsylvania, 5.50%, due 10/01/10,
pre-refunded 10/01/06 at 100 (MBIA) 215,922
150,000 Kane, Cook & Dupage Counties, Illinois, 4.45%, due
1/01/07 (FSA) 144,840
185,000 Greenville County, South Carolina, 4.00%, due 4/01/07 174,603
225,000 Johnson County, Kansas, 4.00%, due 9/01/07, callable
9/01/06 at 100 210,533
195,000 Shaler, Pennsylvania Area School District, 4.30%, due
10/01/07 (FSA) 186,264
170,000 Reading, Pennsylvania, 4.50%, due 11/15/07 callable
11/15/05 at 100 (AMBAC) 164,696
250,000 Dauphin County, Pennsylvania General Authority,
4.95%, due 6/01/26, puttable 6/02/08 at 100 246,325
275,000 Nevada State Capital Improvement, 4.10%, due 4/15/08 256,410
210,000 Delaware County, Pennsylvania, 5.35%, due 10/01/08,
callable 10/01/00 at 100 214,137
300,000 Minneapolis, Minnesota Special School District, No. 1,
4.20%, due 2/01/09, callable 2/01/07 281,610
100,000 Montgomery County, Pennsylvania, 4.60%, due 7/15/09 96,840
275,000 Shippensburg, Pennsylvania, 5.00%, due 11/15/09,
callable 11/01/02 at 100 (FGIC) 271,810
200,000 Connecticut State, 5.30%, due 5/15/10, callable 5/15/06
at 101 200,800
125,000 Berks County, Pennsylvania, 5.00%, due 5/15/10 (FGIC) 122,513
325,000 Port Houston Authority, Harris County, Texas,
5.00%, due 10/01/10, callable 10/01/07 at 100 320,450
240,000 North Penn Pennsylvania School District, 4.60%,
due 9/01/11, callable 9/01/09 at 100 (FSA) 221,575
310,000 Girard Pennsylvania School District, 4.55%
due 11/15/11, callable 11/15/09 at 100 (FGIC) 287,370
100,000 Arlington Heights, Illinois, 5.00%, due 12/l/11,
callable 12/01/05 at 100 96,920
</TABLE>
-4-
<PAGE>
Shepmyers Investment Company
SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1999
<TABLE>
<CAPTION>
Principal Market
Amount Description Value
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
General Obligation Bonds--69.62% (Continued):
$ 250,000 Pennsylvania State Refunding and Projects,
5.375%, due 4/15/12, callable 4/15/03 at 101.50 $ 248,650
450,000 Florida State Board of Education, 5.30%, due 6/01/13,
callable 6/01/03 at 101 441,360
400,000 North Penn Pennsylvania School District,
4.75%, due 9/01/13, callable 9/01/09 at 100 (FSA) 366,720
350,000 New Jersey State, 5.25%, due 8/01/14,
callable 8/01/09 at 100 338,100
300,000 Armstrong, Pennsylvania School District, 5.10%,
due 9/15/14, callable 9/15/04 at 100 (FGIC) 284,220
-----------
Total general obligation bonds 10,248,029
Special Obligation Bonds--2.04%,
300,000 Pennsylvania Intergovernmental Coop Authority,
Special Tax Revenue, Philadelphia Fund,
4.70%, due 6/15/01 (FGIC) 300,930
-----------
Revenue Bonds--24.69%:
300,000 Pennsylvania State Certificates of Participation,
Lease Revenue, 4.90%, due 7/01/02 (AMBAC) 300,810
275,000 East Penn Pennsylvania School District, 5.55%,
due 11/15/13, pre-refunded 5/15/02 at 100 (MBIA) 280,638
125,000 East Penn Pennsylvania School District, 5.45%,
due 11/15/11, pre-refunded 5/15/02 at 100 (MBIA) 127,288
250,000 Lancaster County, Pennsylvania Vo-Tech School Authority,
6.50%, due 2/15/07, pre-refunded 2/15/04 at 100 265,650
175,000 State Public Schools Pennsylvania College Revenue
(Harrisburg Community), 5.10%, due 4/01/06 (MBIA) 176,838
200,000 Tennessee State LOC Development Authority,
4.75%, due 3/01/08, callable 3/01/06 at 100 (MBIA) 196,440
250,000 Virginia Resource Authority (Clean Water State
Revolving Fund), 4.80%, due 10/01/07 247,750
190,000 Salt River Project Arizona, Agricultural and Power
System Electric System, 5.00%, due 1/01/10 187,530
</TABLE>
-5-
<PAGE>
Shepmyers Investment Company
SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1999
<TABLE>
<CAPTION>
Principal Market
Amount Description Value
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenue Bonds--24.69% (Continued):
$ 300,000 Howard County Maryland Public Improvement,
5.00%, due 2/15/11 $ 292,350
200,000 Kentucky State Property and Building, 5.00%, due 9/01/10 192,680
200,000 Lincoln Nebraska Electric System, 5.25%,
due 9/01/11, callable 9/01/03 at 102 195,460
200,000 Madison Wisconsin Sewer System, 5.00%,
due 12/0l/11, callable 12/01/06 at 100 194,460
350,000 Lancaster Pennsylvania Area Sewer Authority,
5.50%, due 4/01/12, callable 10/01/03 at 100 (MBIA) 350,735
200,000 Governor Mifflin Pennsylvania School District,
5.40%, due 9/15/12, callable 9/15/03 at 100 (AMBAC) 199,480
100,000 Virginia Resource Authority (Appromattox River Water
Authority), 5.25%, due 10/01/13, callable 10/01/03 at 102 95,980
350,000 Indiana State office Building (Community Facilities),
5.25%, due 7/01/14, callable 7/01/09 at 101 (AMBAC) 330,190
-----------
Total revenue bonds 3,634,279
-----------
Short-Term Investments--at cost, approximating
market--2.03%
298,363 Muni Fund Portfolio of Municipal Funds for Temporary
Investment 298,363
-----------
Total investments--100% (cost $14,842,432) $14,720,801
===========
</TABLE>
See Notes to Financial Statements.
-6-
<PAGE>
Shepmyers Investment Company
STATEMENT OF OPERATIONS
Year Ended December 31, 1999
Investment income:
Interest $ 781,987
---------
Expenses:
Investment advisory fees 25,000
Custodian fees 9,212
Transfer and dividend disbursing agent fees 4,255
Legal and professional fees 33,936
Officers' salaries and directors' fees 32,600
Capital stock tax 2,400
Clerical 2,500
Insurance 2,425
Miscellaneous 13,082
---------
125,410
---------
Net investment income 656,577
Realized and unrealized gain (loss) on investments:
Net realized gain from investment transactions 76,569
Net unrealized depreciation of investments (771,357)
---------
Net loss on investments (694,788)
---------
Net decrease in net assets resulting from operations $ (38,211)
=========
See Notes to Financial Statements.
-7-
<PAGE>
Shepmyers Investment Company
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Changes resulting from operations:
Net investment income $ 656,577 $ 705,576
Net realized gain from investment transactions 76,569 8,775
Net unrealized appreciation (depreciation) of investments (771,357) 99,691
----------- -----------
Net increase (decrease) in net assets resulting
from operations (38,211) 814,042
Distributions to shareholders:
Dividends from net investment income (706,804) (729,853)
Dividends from realized capital gains (76,569) (18,026)
----------- -----------
Total Increase (decrease) in net assets (821,584) 66,163
Net assets:
Beginning of year 15,618,072 15,551,909
----------- -----------
End of year (including undistributed net investment
income of $194,793 and $245,020, respectively) $14,796,488 $15,618,072
----------- -----------
</TABLE>
See Notes to Financial Statements.
-8-
<PAGE>
Shepmyers Investment Company
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------------------
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
PER SHARE DATA (for a share outstanding
throughout the indicated year)
Net asset value, beginning of year $ 20.33 $ 20.24 $ 20.25 $ 20.49 $ 19.81
Income from investment operations:
Investment income 1.01 1.06 1.10 1.15 1.16
Expenses .16 .14 .15 .15 .14
------- ------- ------- ------- -------
Net investment income .85 .92 .95 1.00 1.02
Net realized and unrealized gain (loss)
on investments (.90) .14 .08 (.21) .67
------- ------- ------- ------- -------
Total from investment operations (.05) 1.06 1.03 .79 1.69
Less distributions:
Dividends from net investment income (.92) (.95) (.99) (1.03) (1.01)
Distribution from net realized gain from
investment transactions (.10) (.02) (.05) -- --
------- ------- ------- ------- -------
Total distributions (1.02) (.97) (1.04) (1.03) (1.01)
------- ------- ------- ------- -------
Net asset value, end of year $ 19.26 $ 20.33 $ 20.24 $ 20.25 $ 20.49
======= ======= ======= ======= =======
Total return based on net asset value
per share (1) (0.38)% 5.24% 5.09% 3.80% 8.58%
======= ======= ======= ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands) $14,796 $15,618 $15,552 $15,556 $15,745
Ratio of expenses to average net assets .83% .72% .75% .75% .72%
Ratio of net investment income to
average net assets 4.34% 4.50% 4.78% 4.99% 5.10%
Portfolio turnover rate 18.21% 14.52% 21.71% 12.61% 11.00%
Number of shares outstanding at end of year 768,238 768,238 768,238 768,238 768,238
</TABLE>
- ----------
(1) Total return based on market price has not been disclosed due to lack of
market price information.
See Notes to Financial Statements.
-9-
<PAGE>
Shepmyers Investment Company
NOTES TO FINANCIAL STATEMENTS
1
- --------------------------------------------------------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company is registered under the Investment Company Act of 1940, as
amended, as a diversified, closed-end management company and intends to
meet the requirements of a regulated investment company as defined under
Subchapter M of the Internal Revenue Code. The following is a summary of
significant accounting policies followed by the Company in the preparation
of its financial statements.
The Company's investment objective is to seek as high a level of income and
capital gains, net of federal income tax as is consistent with the
preservation of capital. The Company will invest primarily in tax-exempt
obligations, but may also own taxable obligations, preferred stock
(including convertible preferred stocks), other fixed-income securities and
common stocks (including warrants and rights to purchase common stocks).
The relative proportions of the types of the Company's portfolio securities
will vary from time to time but not less than 50% of the portfolio will be
invested in obligations issued by states, territories, and possessions of
the United States and the District of Columbia, and their political
subdivisions, duly constituted authorities and corporations, the interest
on which is exempt from federal income tax in the opinion of bond counsel
to the issuers.
Valuation of investments:
Investments are valued based on prices furnished by an independent
pricing service. This service determines the valuations based on
valuations for normal institutional size trading units of debt
securities. In most instances, these valuations represent the mean
between the most recently quoted bid and ask prices. In the event that
market quotations are not readily available, securities are valued at
their fair value by the investment advisor under the supervision and
responsibility of the Company's Board of Directors. These valuations
are believed to accurately reflect the fair market value of such
securities.
Recording of transactions:
Security transactions are accounted for on the date the securities are
purchased or sold (trade date). Dividends and distributions to
shareholders are recorded on the declaration date.
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Determination of realized gains or losses from investment transactions:
Realized gains or losses from investment transactions are calculated
on the identified cost basis.
-10-
<PAGE>
Shepmyers Investment Company
NOTES TO FINANCIAL STATEMENTS
1
- --------------------------------------------------------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Federal income tax:
It is the Company's policy to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and
to distribute substantially all of its net investment income and
realized net gain from investment transactions to its shareholders
and, accordingly, no provision has been made for federal income taxes.
Investment income:
The Company records interest income on the accrual basis. In computing
net investment income, the Company amortizes premium over the life of
the security, unless said premium is in excess of any call price, in
which case the excess is amortized to the earliest call date. Original
issue discount is accreted over the life of the security.
2
- --------------------------------------------------------------------------------
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The Investment Advisory Agreement provides that the Company will pay to the
Investment Advisor, as compensation for services provided, a fee at an
annual rate of $25,000. At December 31, 1999, $6,250 is payable.
An officer of the Company is a partner in a law firm that provides legal
services to the Company. Fees to the firm for legal services aggregated
$20,436 in 1999, of which $4,250 is payable at December 31, 1999.
The Board of Directors has resolved that each director be paid $250 per
meeting attended plus an annual fee of $600, and that the Chairman of the
Board be paid an annual consulting fee of $15,000 and other officers an
annual salary of $100 as compensation for their services. Directors and
officers are reimbursed by the Company for out-of-pocket expenses incurred
in attending meetings of the Board of Directors.
-11-
<PAGE>
Shepmyers Investment Company
NOTES TO FINANCIAL STATEMENTS
3
- --------------------------------------------------------------------------------
COST, PURCHASES, AND SALES OF SECURITY INVESTMENTS
Cost of purchases and proceeds from sales and maturities of investment
securities, other than short-term investments, aggregated $2,691,223 and
$2,731,792, respectively, during the year ended December 31, 1999.
At December 31, 1999, the cost of investment securities owned is the same
for financial reporting and federal income tax purposes. Net unrealized
depreciation of investment securities is $121,631 (aggregate gross
unrealized depreciation of $271,811 plus aggregate gross unrealized
appreciation of $150,180).
4
- --------------------------------------------------------------------------------
COMPONENTS OF NET ASSETS
The components of net assets at December 31, 1999, are as follows:
Common stock issued and outstanding, including
additional paid-in capital $14,723,326
Undistributed net investment income 194,793
Net unrealized depreciation of investments (121,631)
-----------
$14,796,488
===========
5
- --------------------------------------------------------------------------------
DIVIDENDS
On October 11, 1999, the Board of Directors declared a cash dividend from
net investment income of $.15 per share payable January 3, 2000 to
shareholders of record on December 1, 1999.
-12-
<PAGE>
Shepmyers Investment Company
NOTES TO FINANCIAL STATEMENTS
6
- --------------------------------------------------------------------------------
PLAN OF REORGANIZATION
On January 21, 2000, a plan of reorganization was adopted to be effective April
7, 2000. The reorganization will consist of the transfer of all assets of the
Company to an Acquiring Fund in exchange for voting shares of beneficial
interest and the assumption by the Acquiring Fund of all the stated liabilities
of the Company and distribution of shares to the shareholders of the Company
resulting in complete liquidation of the Company.
-13-
<PAGE>
CORPORATE DIRECTORY
DIRECTORS AND OFFICERS
P.E. Spears*
President and Chairman of the Board
G.P. King*
Vice President & Treasurer
W.B. McConnel, III
Secretary
L.S. DeVan*
J.M. Fuss*
R.E. Lemmon, Jr.*
R.P. Myers*
P.F. Spears*
J.F. Thompson, III*
C.D. Weber*
*Director
AUDITOR
Beard & Company, Inc.
Reading, Pennsylvania
COUNSEL
Drinker Biddle & Reath LLP
Philadelphia, Pennsylvania
INVESTMENT ADVISOR
The Rittenhouse Trust Company
Radnor, Pennsylvania
CUSTODIAN, TRANSFER AGENT, REGISTRAR & DIVIDEND DISBURSING AGENT
Investors Trust Company
Wyomissing, Pennsylvania
