<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
THE FINANCE COMPANY OF PENNSYLVANIA
226 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19106
TELEPHONE: 215-351-4778
------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1997
------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Finance Company of Pennsylvania, a Pennsylvania corporation, will be held in the
Independence Room of The Downtown Club, Public Ledger Building, 11th Floor, S.W.
Corner 6th and Chestnut Streets, Philadelphia, Pennsylvania 19106, on Wednesday,
April 16, 1997 at 11:00 A.M., Local Time, for the following purposes:
1. To elect two directors to hold office for a term of three years and
until their successors are duly elected and qualified.
2. To vote upon ratification of the selection of Deloitte & Touche LLP as
auditors of the Company for the period April 16, 1997 to April 15, 1998.
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof; all as set forth in the Proxy Statement
accompanying this Notice.
The stock transfer books of the Company will not be closed but, in lieu
thereof, the Board of Directors has fixed the close of business on March 14,
1997, as the record date for the determination of stockholders who will be
entitled to notice of, and to vote at, the Meeting.
By order of the Board of Directors,
DORANNE H. CASE
Assistant Secretary/Treasurer
Dated: March 21, 1997
------------------------------------
If you do not expect to be present at the Meeting but wish your stock to be
voted, please date, fill in and sign the enclosed form of Proxy and mail it in
the enclosed stamped envelope. It is important that Proxies be returned
promptly.
<PAGE> 3
THE FINANCE COMPANY OF PENNSYLVANIA
226 WALNUT STREET
PHILADELPHIA, PENNSYLVANIA 19106
TELEPHONE: 215-351-4778
------------------------------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS, APRIL 16, 1997
------------------------------------
GENERAL INFORMATION
This statement is furnished in connection with the solicitation by the
Board of Directors of The Finance Company of Pennsylvania of Proxies to be used
at its Annual Meeting of Stockholders to be held in the Independence Room of The
Downtown Club, Public Ledger Building, 11th Floor, S.W. Corner 6th and Chestnut
Streets, Philadelphia, Pennsylvania, on Wednesday, April 16, 1997 at 11:00 A.M.,
Local Time. This Proxy Statement and the enclosed form of Proxy were first sent
to stockholders on March 21, 1997. The Company will furnish, without charge, a
copy of its most recent annual report to any shareholder upon request to Doranne
H. Case at the Company's address or telephone number at the top of this page.
Shareholder may reverse the charges for a telephone request.
If the enclosed form of Proxy is executed and returned, the shares
represented by it will be voted, unless otherwise directed, on all matters that
properly come before the meeting for a vote. If instructions are specified
thereon such shares will be voted in accordance with those instructions and, if
no specification is made, the shares represented by the Proxy will be voted for
management's nominees for directors, and for a proposal for ratification of
Deloitte & Touche LLP as auditors of the Company for the period of April 16,
1997 to April 15, 1998. Proxies marked as abstaining (including proxies
containing broker non-votes) will be counted as present for purposes of
establishing a quorum. In certain cases where a stockholder fails to return a
proxy card for shares of Common Stock held in brokerage accounts, a broker is
permitted to submit the proxy card on behalf of the stockholder to cast votes
for or against director nominees or independent accountants. A broker non-vote
occurs when a broker is prohibited by law from exercising discretionary
authority on behalf of the stockholder to vote for or against a proposal.
Pursuant to Pennsylvania law, the terms "voting" or "casting a vote" do not
include either the act of abstaining or failing to vote. Thus, abstentions and
broker non-votes are not counted either in the tally of votes "for" or "against"
a director nominee or proposal. A "withheld" vote is the equivalent of an
abstention.
The Proxy may be revoked at any time prior to being voted at the Annual
Meeting by notice of revocation given to the Company at or before the Meeting or
by the execution of a later-dated Proxy.
As of February 14, 1997, the Company had outstanding 57,707 shares of
Common Stock, each share being entitled to one vote except in the case of
election of director in which event shares may be voted cumulatively, when
applicable. Under cumulative voting, a stockholder's total vote (which is the
total number of shares held multiplied by the number of each class of directors
to be elected) may be cast entirely for one nominee or split between both
nominees. To vote cumulatively, the stockholder must write the words "cumulate
for" followed by the name of the nominee or nominees selected on the line
provided under Item 1 of the Proxy. Discretionary authority to cumulate votes is
hereby solicited by the Board of Directors. The close of business on March 14,
1997 has been fixed as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting.
Approval of the matters scheduled to be presented for vote by the
stockholders at the Annual Meeting will require a majority of shares present, in
person or represented by proxy, at the meeting and entitled to vote thereon.
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<PAGE> 4
Any stockholder proposal to be presented for consideration at the Annual
Meeting of Stockholders on April 15, 1998, must be received by the Company, at
226 Walnut Street, Philadelphia, Pennsylvania 19106, by November 7, 1997.
ELECTION OF DIRECTORS
The Board is divided into three classes whose members respectively hold
office for terms of three years. Two of the classes have two members and the
other has one member. The terms of the members of one class expire each year. A
class with two members is standing for election at the 1997 Annual Meeting. The
management recommends the reelection of Shaun F. O'Malley and Jonathan D. Scott
for three year terms ending 2000.
It is the intention of the persons named in the enclosed Proxy to vote as
management recommends for the election of Messrs. O'Malley and Scott, who have
respectively consented to continue to serve if elected. Should any or all of
them become unable to accept nomination or election (which the management does
not expect), it is the intention of the persons named in the enclosed Proxy to
vote for the election of such other person as the management may recommend.
Information regarding Messrs. O'Malley and Scott and the other directors
(including those who are executive officers of the Company) follows:
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY(1)
NAME AND YEAR as of
He First Became Feb. 14,
a Director Principal Occupation 1997 Term Expires
<S> <C> <C> <C>
Charles E. Mather III*.... President of the Company; he is President and 370(2) 1999
1981 Director of Mather & Co. (insurance brokers), with
which he has been associated for more than five
years; he is also a Director of American
Shipbuilders and Shipowners Mutual Assurance
Company, Christiana Bank & Trust Co., Greenville,
DE, and Addison Capital Shares, Inc., (a registered
investment company). He is 62 years old.
Frank A. Wood, Jr.*....... Secretary-Treasurer of the Company; he retired as 15 1998
1975 Vice President, Provident National Bank on August 1,
1986, with which he had been associated for more
than five years; President and Director of
Pennsylvania Warehousing and Safe Deposit Company,
and Director of South Chester Tube Co. He is 76
years old.
Jonathan D. Scott......... Senior Vice President, PNC Bank Corp. with which he -- 1997
1990 has been associated for more than five years, and
Director of Pennsylvania Warehousing and Safe De-
posit Company. He is 44 years old.
Herbert S. Riband, Jr..... Partner in the law firm of Saul, Ewing, Remick and 25 1998
1994 Saul, with which he has been associated for more than
five years. He is 60 years old.
Shaun F. O'Malley......... Chairman Emeritus Price Waterhouse LLP; retired June 10 1997
1996 30, 1995 as Chairman of Price Waterhouse World
Organization and U.S. Firm, with which he had been
associated for more than five years; Director of
Philadelphia Contributionship. He is 61 years old.
</TABLE>
- ------------------------
1. For purposes of this Proxy Statement, beneficial ownership of shares is
defined in accordance with the rules of the Securities and Exchange Commission
and means generally the power to vote or dispose of the shares, regardless of
any economic interest therein.
2. Includes 70 shares of Common Stock of the company owned by Mr. Mather's
wife, as to which Mr. Mather disclaims any beneficial interest. Not included in
this amount are 27,830 shares of Common Stock of the company held in a trust, as
to which Mr. Mather has no power to vote or dispose but in which he has a 1/30th
beneficial interest. Also includes 100 shares held in the Mather & Co. Profit
Sharing Plan, of which Mr. Mather is co-trustee.
The persons indicated by the * are directors who are or may be deemed to be
"interested persons" of the Company (as defined in the Investment Company Act of
1940), by virtue of their positions with the Company.
During 1996, all directors attended more than 75 percent of the eleven
meetings of the Board.
The Board has two standing committees: Executive Committee and Audit
Committee. The Executive Committee, composed of Messrs. Mather and Wood, meets
only under unusual circumstances when the full Board cannot meet, and its
authority is thereby limited. The Audit Committee is composed of Messrs. Scott,
Riband and O'Malley. This Committee is responsible principally for recommending
the Company's independent accountants,
2
<PAGE> 5
reviewing the adequacy of the Company's internal accounting controls and
reviewing auditing fees. During the fiscal year ended December 31, 1996, the
Executive Committee and the Audit Committee each met once.
The following table sets forth the number of shares of Common Stock of the
Company beneficially owned by all present directors and officers of the Company
as a group, as of February 14, 1997:
<TABLE>
<CAPTION>
SHARES
TITLE OF CLASS BENEFICIALLY OWNED PERCENT OF CLASS
<S> <C> <C>
Common 250 0.43%
</TABLE>
REMUNERATION
The Company pays each Director who is not a salaried officer an annual fee
and a fee for each meeting of the Board and each meeting of the Executive
Committee and Audit Committee actually attended. Aggregate remuneration for all
officers and directors as a group (7 persons) during the year was $144,275,
including $41,150 paid to directors who were not salaried officers of the
Company. The Company rented office space from Mr. Mather's employer, Mather &
Co., for an annual rent of $5,100. The Board, with Mr. Mather abstaining,
approved such rental payments as being in the Company's best interests.
The aggregate compensation paid by the Company to each of its directors for
the fiscal year ended December 31, 1996 is set forth in the table below. None of
the Company's directors is a director of any other investment company in a "fund
complex" with the Company (that is, an investment company that receives
investment advisory services from the Company's investment adviser or any
affiliated person of the Company's investment adviser).
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
NAME FROM THE COMPANY
<S> <C>
Charles E. Mather III $ 0*
Frank A. Wood, Jr. $ 10,400
Jonathan D. Scott $ 10,250**
Herbert S. Riband, Jr. $ 10,875
Shaun F. O'Malley $ 9,625
</TABLE>
- ------------------------
* Mr. Mather receives no compensation for serving as director of the
Company. Mr. Mather's salary for serving as President of the Company was less
than $60,000 for the fiscal year ended December 31, 1996.
** Mr. Scott's compensation is paid to his employer.
CERTAIN STOCKHOLDERS
As of February 14, 1997 the following stockholders were beneficial owners,
having voting and investment power, or sharing voting and investment power, of
more than 5% of the capital stock of the Company:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS
OF OF BENEFICIAL
CLASS OWNER NO. OF SHARES PERCENT OF CLASS
<C> <S> <C> <C>
Common PNC Bank, sole trustee of various trusts, 28,399 49.21%
P.O. Box 7648, Philadelphia, PA 19101
Common PNC Bank, Hubert P. Earle and Alfred W. Putnam, 5,200 9.01%
co-trustees under various trusts,
P.O. Box 7648, Philadelphia, PA 19101
Common PNC Bank, as co-trustee, custodian or adviser/ 3,848 6.67%
agent of other accounts,
P.O. Box 7648, Philadelphia, PA 19101
Common Mellon Bank, sole trustee of various trusts, 4,288 7.43%
P.O. Box 926, Pittsburgh, PA 15230
</TABLE>
RATIFICATION OF SELECTION OF AUDITORS
The firm of Deloitte & Touche, LLP, and its predecessor, has been the
Company's auditors for a number of years. At its regular meeting on January 15,
1997, the Board of Directors of the Company, including a majority of those
directors who are not interested persons of the Company, once again selected
this firm of independent, certified public accountants as auditors of the
Company with respect to its operations for the period April 16, 1997 to April
15, 1998 and this selection is submitted to the stockholders for ratification.
3
<PAGE> 6
Representatives of Deloitte & Touche, LLP are expected to be present at the
Meeting to have the opportunity to make a statement if they desire to do so and
to be available to respond to appropriate questions.
OTHER MATTERS
The management knows of no other matters which are likely to be brought
before the Meeting. However, if any other matters not now known properly come
before the Meeting (including the filling of any unexpected vacancies in the
Board), the persons named in the enclosed Proxy, or their substitutes, will vote
said Proxy in accordance with their judgment on such matters.
EXPENSES
The cost of preparing and mailing this Statement and the accompanying
Notice of Annual Meeting and Proxy, and any additional material relating to the
Meeting, and the cost of soliciting Proxies (estimated to be $2,000.00), will be
borne by the Company.
By Order of the Board of Directors
DORANNE H. CASE
Dated: March 21, 1997 Assistant Secretary/Treasurer
------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE URGED TO DATE, FILL IN, SIGN AND MAIL THE
ENCLOSED FORM OF PROXY IN THE ENCLOSED STAMPED RETURN ENVELOPE.
4
<PAGE> 7
THE FINANCE COMPANY OF PENNSYLVANIA
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, APRIL 16, 1997
- --------------------------------------------------------------------------------
THE UNDERSIGNED HEREBY APPOINTS FRANK A. WOOD, JR. AND HERBERT S. RIBAND, JR. OR
EITHER ONE OF THEM, ACTING SINGLY IN THE ABSENCE OF THE OTHER, WITH FULL POWER
OF SUBSTITUTION, THE PROXY OR PROXIES OF THE UNDERSIGNED TO ATTEND THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD IN THE INDEPENDENCE ROOM OF THE DOWNTOWN
CLUB, PUBLIC LEDGER BUILDING, 11TH FLOOR S.W. CORNER 6TH AND CHESTNUT STREETS,
PHILADELPHIA, PENNSYLVANIA 19106, ON WEDNESDAY, APRIL 16, 1997 AT 11:00 A.M.,
LOCAL TIME, OR ANY ADJOURNMENTS THEREOF, AND, WITH ALL POWERS THE UNDERSIGNED
WOULD POSSESS IF PRESENT, TO VOTE UPON THE FOLLOWING MATTERS:
<TABLE>
<S> <C>
I ELECTION OF TWO DIRECTORS: [ ] FOR ALL NOMINEES
LISTED BELOW
[ ] WITHHOLD AUTHORITY TO VOTE
FOR ALL NOMINEES LISTED BELOW
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME BELOW)
(INSTRUCTION: TO CUMULATE VOTES, WRITE THE NAME OF THE NOMINEE OR NOMINEES
IN THE SPACE PROVIDED BELOW FOLLOWED BY "CUMULATE FOR")
- --------------------------------------------------------------------------------
NOMINEES: SHAUN F. O'MALLEY AND JONATHAN D. SCOTT
II RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE AS AUDITORS FOR THE
PERIOD
APRIL 16, 1997 TO APRIL 15, 1998 [ ] FOR [ ] AGAINST [ ] ABSTAIN
III SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS I AND II
- --------------------------------------------------------------------------------
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 8
Said Proxies will vote this Proxy in the manner directed herein by the
undersigned stockholder. IF NO DIRECTION IS GIVEN, THE PROXY WILL BE VOTED FOR
ITEMS I AND II. The undersigned hereby acknowledges receipt of the Notice of
said Annual Meeting of Stockholders and the related Proxy Statement.
_____________________ Shares
Dated: _____________________, 1997
____________________________
____________________________
(Signature)
(Signature should be exactly
as name or names appear on
this Proxy. If stock is held
jointly, each holder must
sign. If signing is by
attorney, executor,
administrator, trustee or
guardian, please give full
title.)
PLEASE COMPLETE, DATE,
SIGN AND RETURN PROMPTLY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
