FORM 10-Q -- QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarter Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1997
--------------------------------
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
-------------------- -------------------
Commission File Number: 0-14745
-------------------------
SUN BANCORP, INC. (SUN)
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2233584
- ---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 57, Selinsgrove, Pennsylvania 17870
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(717)-374-1131
- ------------------------------------------------------------------------------
Registrant's telephone number, including area code
N/A
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.
Common Stock, $1.25 Par Value 3,379,374
--------------------------------- ---------------------------------------
Class Outstanding Shares At March 31, 1997
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
(In Thousands)
March 31, 1997 December 31, 1996
<S> <C> <C>
ASSETS
<S> <C> <C>
Cash and due from banks $ 9,362 $ 6,793
Interest-bearing deposits in banks 711 706
Securities Available for Sale (Note 2) 135,710 136,538
Loans (net of unearned income of $5,189
and $5,357) (Notes 3 & 4) 218,473 216,376
Less: Deferred loan fees (762) (661)
Allowance for possible loan
losses (2,634) (2,490)
----------- -----------
Net loans 215,077 213,225
----------- -----------
Bank premises and equipment 5,428 5,078
Other real estate owned 424 311
Accrued interest and other assets 5,930 4,739
----------- -----------
Total assets $ 372,642 $ 367,390
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
(In Thousands)
March 31, 1997 December 31, 1996
LIABILITIES & SHAREHOLDERS' EQUITY
Deposits: (Note 5)
<S> <C> <C>
Noninterest-bearing $ 22,277 $ 19,977
Interest-bearing 189,062 185,642
---------- ---------
Total deposits 211,339 205,619
---------- ---------
<CAPTION>
Short-term borrowings: (Note 6)
<S> <C> <C>
Federal funds purchased and
securities sold under agreements
to repurchase 25,783 35,523
Other borrowed funds 93,625 83,625
Accrued interest and other liabilities 3,268 3,457
---------- ---------
Total liabilities 334,015 328,524
---------- ---------
<CAPTION>
Shareholders' Equity
<S> <C> <C>
Common Stock, Par value $1.25 $ 4,284 $ 4,272
Authorized 20,000,000 shares
Issued 3,426,883 shares in 1997
3,417,358 shares in 1996
Surplus 30,604 30,404
Retained earnings 5,851 4,927
Unrealized gains (losses) on available-for-sale
securities, net (703) 672
Less Treasury stock, At cost
47,509 Shares in 1997 and 1996 (1,409) (1,409)
---------- ---------
Total shareholders' equity 38,627 38,866
---------- ---------
Total liabilities and
shareholders' equity $ 372,642 $ 367,390
========== =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<CAPTION>
(In Thousands)
For the Three Months
Ended March 31
-----------------------
1997 1996
Interest and Dividend Income:
<S> <C> <C>
Interest and fees on loans $4,871 $4,742
Interest on deposits in banks 13 11
Income from available for sale securities
Taxable 1,333 1,291
Tax Exempt 639 410
Dividends 182 100
------ ------
Total interest and dividend income 7,038 6,554
------ ------
Interest Expense:
Interest on deposits 2,152 2,026
Interest on short-term borrowings 273 227
Interest on other borrowed funds 1,203 1,039
------ ------
Total interest expense 3,628 3,292
------ ------
Net interest income 3,410 3,262
Provision for possible loan losses 150 75
------ ------
Net interest income,
after provision for
possible loan losses $3,260 $3,187
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(Continued)
<CAPTION>
(In Thousands)
For the Three Months
Ended March 31
-------------------------
1997 1996
Other Operating Income:
<S> <C> <C>
Trust income $ 108 $ 70
Service charges on deposit accounts 141 122
Equity in Losses in Real Estate Ventures ( 32) ( 10)
Other income 111 117
Net security gains 209 -
Income from insurance subsidiary 43 51
-------- -------
Total other operating income $ 580 $ 350
-------- -------
Other Operating Expense:
Salaries and employee benefits $ 908 $ 845
Net occupancy expense 107 118
Furniture and equipment expenses 134 109
Other expenses 403 395
Expenses of insurance subsidiary 7 20
-------- -------
Total other operating expense $ 1,497 $ 1,487
-------- -------
Income before income taxes $ 2,281 $ 2,050
Income taxes 478 545
-------- -------
Net income $ 1,803 $ 1,505
======== =======
PER SHARE DATA
Net Income $ .53 $ .45
Dividends Paid $ .26 $ .21
Weighted average number of
shares outstanding 3,375,255 3,354,053
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
(In Thousands)
Three Months Ended
March 31
-----------------------
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net income $1,803 $1,505
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan losses 150 75
Provision for depreciation 113 95
Net security gains 209 -
(Increase) in accrued interest and
other assets ( 598) ( 408)
Increase (decrease) in accrued interest and
other liabilities ( 189) 46
------ ------
Net cash provided by operating activities 1,488 1,313
------ ------
Cash flows from investing activities:
Proceeds from sales of available-for-sale securities 502 -
Proceeds from maturities of available-for-sale
securities 3,199 2,199
Purchases of available-for-sale securities (5,163) (20,672)
Net increase in loans (2,002) (5,171)
Capital expenditures (463) (353)
------ ------
Net cash used in investing activities (3,927) (23,997)
------ ------
Cash flows from financing activities:
Net increase in deposit accounts 5,720 6,318
Net increase (decrease) in short-term borrowings (10,040) 25,287
Proceeds from other borrowed funds 10,000 7,500
Repayments of other borrowed funds - (14,773)
Cash dividends paid (877) (704)
Proceeds from sale of stock for employee
benefits program 210 4
------ ------
Net cash provided by (used in) financing activities 5,013 23,632
------ ------
Net increase (decrease) in cash and cash equivalents 2,574 948
Cash and cash equivalents at beginning of period 7,499 6,471
------ ------
Cash and cash equivalents at end of period $10,073 $ 7,419
====== ======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest paid $ 3,605 $ 3,320
Income taxes paid - -
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 -- Basis of Presentation
The consolidated financial statements include the accounts of SUN BANCORP,
INC. and subsidiaries, Sun Bank and the Pennsylvania SUN Life Insurance
Company. All material intercompany balances and transactions have been
eliminated in consolidation.
The accompanying unaudited consolidated financial statements for the
interim periods do not include all of the information and footnotes required
by generally accepted accounting principles. However, in the opinion of
management, all adjustments necessary for a fair presentation of the results
of the interim period have been included. Operating results for the three
month period ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997.
The accounting policies followed in the presentation of interim financial
results are the same as those followed on an annual basis. These policies are
presented on page 8 of the 1996 Annual Report to Shareholders.
<PAGE>
SUN BANCORP, INC.
FOR 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
Note 2 -- Securities Available for Sale
(In Thousands)
March 31, 1997 December 31, 1996
----------------------- -----------------------
Amortized Estimated Amortized Estimated
Cost Fair Value Cost Fair Value
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Available-for-sale securities:
Other obligations of U.S.
Government agencies $ 78,492 $ 76,372 $ 82,069 $ 81,036
Obligations of states and
political subdivisions 46,709 46,432 42,229 42,874
-------- -------- -------- --------
Total debt securities 125,201 122,804 124,298 123,910
Equity securities 11,573 12,906 11,223 12,628
-------- -------- -------- --------
Total investment securities $136,774 $135,710 $135,521 $136,538
======== ======== ======== ========
</TABLE>
Securities with a carrying value of $57,399,000 and $61,000,000 were pledged
to secure public deposits, trust deposits, securities sold under agreements
to repurchase, and other items required by law at March 31, 1997 and December
31, 1996, respectively.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
Note 3 -- Loans
Major classifications of loans are as follows:
(In Thousands)
March 31, 1997 December 31, 1996
(Unaudited) (Unaudited)
<S> <C> <C>
Real estate - Mortgages $164,724 $158,310
Real estate - Construction 4,982 5,107
Agricultural 709 769
Commercial and industrial 26,046 24,554
Individual 27,111 32,848
Other 90 145
-------- --------
Total Loans 223,662 221,733
Less: Unearned income on loans (5,189) (5,357)
Deferred loan fees (762) (661)
Allowance for possible loan losses (2,634) (2,490)
-------- --------
Net Loans $215,077 $213,225
======== ========
</TABLE>
<TABLE>
The following is a summary of the past due and nonaccrual loans:
<CAPTION>
(In Thousands)
Past Due Past Due
March 31, 1997 30-89 Days 90 Days or More Nonaccrual
<S> <C> <C> <C>
Real estate $ 5,044 $ 1,516 $ 565
Individual 823 378 55
Commercial and other 349 127 206
------- ------- ------
Total $ 6,216 $ 2,021 $ 826
======= ======= ======
December 31, 1996
Real estate $ 2,982 $ 1,350 $ 236
Individual 1,203 443 -
Commercial and other 528 70 -
------- ------- ------
Total $ 4,713 $ 1,863 $ 236
======= ======= ======
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 -- Allowance for Possible Loan Losses
<CAPTION>
(In Thousands)
March 31, 1997 December 31, 1996
(Unaudited) (Unaudited)
<S> <C> <C>
Beginning balance $2,490 $2,191
Provision charged to expense 150 650
Recoveries 64 16
Loans charged off (70) (367)
------ ------
Ending balance $2,634 $2,490
====== ======
</TABLE>
<TABLE>
Note 5 -- Deposits
<CAPTION>
(In Thousands)
March 31, 1997 December 31, 1996
(Unaudited) (Unaudited)
<S> <C> <C>
Demand deposits $ 22,277 $ 19,977
NOW Accounts 30,836 31,024
Insured Money Market Accounts 12,279 10,534
Savings deposits 28,392 26,870
Time Certificates of Deposit
of $100,000 or more 17,988 17,447
Other time deposits 99,567 99,767
-------- --------
Total deposits $211,339 $205,619
======== ========
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 1. Financial Statements
<TABLE>
SUN BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<CAPTION>
Note 6 -- Borrowed Funds
(In Thousands)
March 31,1997 December 31, 1996
(Unaudited) (Unaudited)
Daily Daily
Actual At Average Actual At Average
March 31 Outstanding December 31 Outstanding
<S> <C> <C> <C> <C>
Short-term borrowings $ 25,783 $ 27,863 $ 35,823 $ 34,578
Other borrowed funds 93,625 90,281 83,625 64,479
-------- -------- -------- --------
Total borrowed funds $119,408 $118,684 $119,448 $ 99,057
======== ======== ======== ========
</TABLE>
Note 7 -- Standby Letters of Credit and Loan Commitments
Outstanding letters of credit amounted to $2,613,000 and $1,278,000 at March
31, 1997 and December 31, 1996, respectively.
Commitments to extend credit totaled $36,100,000 at March 31, 1997 and
$40,449,000 as of December 31, 1996.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
SUMMARY
SUN BANCORP, INC.(SUN) continued to achieve record profits in the first
quarter of 1997. Net income increased by $298,000 or 19.8% to $1,803,000
at March 31, 1997 from $1,505,000 at March 31, 1996. Earnings per share rose
17.8% from the $.45 recorded in the first quarter of 1996 to $.53 for the first
quarter of 1997. SUN achieved a 1.95% return on average assets and a 18.17%
return on average equity. In the first quarter of 1996, these ratios were 1.82%
and 16.51% respectively.
NET INTEREST INCOME
The primary source of income for SUN is net interest income, which is the
difference between interest and fees on earning assets and interest expense on
deposits and other borrowed funds. Several factors affect net interest income
including fluctuations in interest rates and changes in the asset and liability
balances. SUN's net interest income increased by $148,000 or 4.54% to 3,410,000
for the first quarter of 1997 compared to $3,262,000 for the same period of
1996.
The provision for possible loan losses increased $75,000 to $150,000 at
March 31, 1997 from $75,000 in 1996. This increase in the provision was a
direct result of the continued loan growth and management's desire to maintain
the allowance for possible loan losses in excess of 1% of total loans. Even
though past due loans are higher than historical levels, SUN's asset quality
remains strong.
OTHER OPERATING INCOME
Other operating income increased from $350,000 in 1996 to $580,000 in
1997. However, excluding net security gains, other operating income for the
same three month period from 1996 to 1997 was up $21,000. SUN recognized net
security gains of $209,000 in the three months ended March 31, 1997. For the
same period in 1996, no security gains or losses were incurred.
OTHER OPERATING EXPENSES
Total other operating expense increased $72,000 or 4.84% to $1,559,000
in 1997 from 1,487,000. Increases occurred in salaries and the furniture and
equipment expenses totalling 88,000. These increases were due to increased
staffing and expenses related to expanding our branch operations to
Northumberland and relocating our Shamokin Dam office. Net occupancy expenses
and expenses of our insurance subsidiary decreased by $24,000 for the same three
month period. Other expenses have remained relatively unchanged.
STATEMENT OF CONDITION
SUN's total assets grew $29,575,000 to $372,641,000 as of March 31, 1997
from $343,066,000 in 1996. Securities available for sale increased
$12,753,000 or 10.37% and net loans increased $10,537,000 or 5.15%. Deposits
grew to $211,338,000 which is a $8,428,000 increase over the March 31, 1996
deposit base of $202,910,000. Total short term and other borrowings represented
an increase of $17,255,000 or 16.89% to $119,408,000 as of March 31, 1997 from
$102,153,000 in 1996.
Shareholders' equity remains strong at $38,627,000, resulting in a Capital
to Asset ratio of 10.37%.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
CAPITAL ADEQUACY
Management believes capital is being maintained at adequate levels. SUN
paid a cash dividend of $.26 per share to its stockholders on March 7, 1997.
SUN's stock is traded publicly on the NASDAQ national market system under the
symbol SUBI. SUN's strong capital position is evidenced by the following
capital ratios which are well above the regulatory minimum levels.
<TABLE>
<CAPTION>
For Capital
Actual Ratio Adequacy Purposes
<S> <C> <C> <C>
As of March 31, 1997
Total Capital
(to Risk Weighted Assets) 41,964 18.6% 8.0%
Tier I Capital
(to Risk Weighted Assets) 39,330 17.4% 4.0%
Tier I Capital
(to Average Assets) 39,330 10.6% 4.0%
As of December 31, 1996
Total Capital
(to Risk Weighted Assets) 40,684 18.4% 8.0%
Tier I Capital
(to Risk Weighted Assets) 38,194 17.3% 4.0%
Tier I Capital
(to Average Assets) 38,194 11.1% 4.0%
</TABLE>
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART II
Items 1, 2, and 3 -- Omitted pursuant to instructions to Part II
Item 4 - Submission of Matters to a Vote of Security Holders
a. SUN BANCORP, INC. held its 1997 Annual Meeting on Thursday, April
24, 1997
b. This information is incorporated by reference to Exhibit 1, item
number one. Those directors whose term of office continued after
the meeting are:
George F. Keller Robert A. Hormell
Max E. Bingaman Lehman B. Mengel
David R. Dieck Howard H. Schnure
Louis A. Eaton Marlin T. Sierer
Dr. Robert E. Funk Dennis J. Van
c. This information is incorporated by reference to Exhibit 1.
d. None
Item 5 -- Other information
The registrant's Board of Directors continued the authorization to
repurchase up to 168,000 shares of SUN BANCORP, INC. stock. The stock
buy-back program is effective until April 1998. The purchased shares will be
used for general corporate purposes.
The Board of Directors also approved a 5% stock dividend and an increased
quarterly dividend payment from $.26 per share to $.27 per share for
stockholders of record May 23, 1997, payable June 6, 1997.
Item 6 -- Exhibits and Reports on Form 8-K
a. No reports on Form 8-K were filed for the quarter ending March 31
1997.
<PAGE>
SUN BANCORP, INC.
FORM 10-Q
PART II
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUN BANCORP, INC.
Date 5/13/97 /s/ Fred W. Kelly, Jr.
------- -----------------------
Fred W. Kelly, Jr.
Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey E. Hoyt
----------------------
Jeffrey E. Hoyt
Exec. Vice President, Chief Operating Officer
and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
SUN BANCORP, INC.
P.O. Box 57
Selinsgrove, PA 17870
(717)374-1131
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 9362
<INT-BEARING-DEPOSITS> 711
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 135710
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 217711
<ALLOWANCE> 2634
<TOTAL-ASSETS> 372642
<DEPOSITS> 211339
<SHORT-TERM> 25783
<LIABILITIES-OTHER> 3268
<LONG-TERM> 93625
<COMMON> 4284
0
0
<OTHER-SE> 34343
<TOTAL-LIABILITIES-AND-EQUITY> 372642
<INTEREST-LOAN> 4871
<INTEREST-INVEST> 2154
<INTEREST-OTHER> 13
<INTEREST-TOTAL> 7038
<INTEREST-DEPOSIT> 2152
<INTEREST-EXPENSE> 3628
<INTEREST-INCOME-NET> 3410
<LOAN-LOSSES> 150
<SECURITIES-GAINS> 290
<EXPENSE-OTHER> 1559
<INCOME-PRETAX> 2281
<INCOME-PRE-EXTRAORDINARY> 2281
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1803
<EPS-PRIMARY> .53
<EPS-DILUTED> .53
<YIELD-ACTUAL> 4.20
<LOANS-NON> 826
<LOANS-PAST> 2021
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2490
<CHARGE-OFFS> 70
<RECOVERIES> 64
<ALLOWANCE-CLOSE> 2634
<ALLOWANCE-DOMESTIC> 2634
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1021
</TABLE>
SUN BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 1997
CERTIFICATE OF JUDGES OF ELECTIONS
We, Charles W. Groce, Gary L. Ritter and Michael P. Fisher, Judges of
Election at the Annual Meeting of Stockholders of SUN BANCORP, INC. held on
April 24, 1997, hereby certify as follows:
a) That we have reviewed the list of stockholders, proxies and
other relevant papers and records in connection with the
aforesaid meeting:
b) That there are, and were, at the close of business on March 6,
1997, the record date for the aforesaid meeting, 3,381,125
shares of the Corporation outstanding:
c) That we have examined all of the proxies submitted to us with
respect to the aforesaid meeting:
d) That there were present in person or by valid proxy, the
holder of 2,780,525 shares:
e) That we have counted and tabulated all ballots submitted by
the aforesaid holders, in person or by proxy:
f) That the vote for the election of four (4) directors to the
Corporation whose terms end as indicated below is as follows:
Jeffrey E. Hoyt, 3 year term to expire in 2000
FOR 2,734,595 AGAINST 45,501
Paul R. John, 3 year term to expire in 2000
FOR 2,748,482 AGAINST 31,614
Fred W. Kelly, Jr., 3 year term to expire in 2000
FOR 2,778,186 AGAINST 1,910
Jerry A. Soper, 3 year term to expire in 2000
FOR 2,766,318 AGAINST 13,778
g) To ratify the appointment of Parente, Randolph, Orlando, Carey
& Associates, Certified Public Accountants as the independent
certified public accountants for SUN BANCORP, INC. for the
year 1997.
FOR 2,753,363 AGAINST 14,154 ABSTAIN 13,008
Judges of Election
/s/ Charles W. Groce
--------------------
Charles W. Groce
/s/ Gary L. Ritter
--------------------
Gary L. Ritter
/s/ Michael P. Fisher
--------------------
Michael P. Fisher
