JUNIATA VALLEY FINANCIAL CORP.
Bridge and Main Streets
Post Office Box 66
Mifflintown, PA 17059
Telephone (717)436-8211
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 1995
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Juniata Valley Financial Corp. ("JVF") will be held at 10:30 a.m. on April
18, 1995, at the Lewistown Branch Office of The Juniata Valley Bank (the
"Bank"), for the purpose of considering and voting upon the following
matters:
1. ELECTION OF DIRECTORS. The election of four Class B Directors
listed in Proxy Statement dated March 16, 1995, accompanying this Notice.
These Directors will serve until the 1998 Annual Meeting.
2. OTHER BUSINESS. Such other business as may be properly brought
before the Annual Meeting of Shareholders or any adjournment or adjournments
thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement accompanying this Notice.
IN ACCORDANCE with the statutes in such case made and PROVIDED only
those holders of record of Common Stock of JVF at the close of business on
March 14, 1995 (the "RECORD DATE"), are entitled to notice of and to vote at
the Annual Meeting of Shareholders and any adjournment or adjournments
thereof. The Stock Transfer Books of JVF will not be closed.
BY ORDER OF THE BOARD OF DIRECTORS,
RONALD H. WITHERITE
Secretary
Mifflintown, Pennsylvania
March 16, 1995
THE MANAGEMENT OF JVF REQUESTS THAT YOU SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE PREPAID ENVELOPE PROVIDED. THIS PROXY WILL NOT BE USED
IF YOU ARE PRESENT AND DESIRE TO VOTE IN PERSON.
JUNIATA VALLEY FINANCIAL CORP.
PROXY STATEMENT
MARCH 16, 1995
GENERAL INFORMATION
This Proxy Statement (the "Proxy Statement") is being furnished in
connection with the solicitation by Management of Juniata Valley Financial
Corp. ("JVF"), a corporation organized under the laws of the Commonwealth of
Pennsylvania, of proxies to be voted at the Annual Meeting of Shareholders
of JVF to be held on April 18, 1995 at 10:30 a.m. prevailing time, and at any
and all adjournments or postponements thereof. This Proxy Statement and the
enclosed Form of Proxy (the "Proxy") are first being sent to shareholders of
JVF on or about March 16, 1995.
The costs of preparing, printing and mailing the Proxy and all materials
used in the solicitation thereof will be borne by JVF. In addition to use
of the mails, proxies may be solicited of officers, directors and employees
of JVF personally, by telephone or by telegraph.
JVF's executive offices are located at Bridge and Main Streets,
Mifflintown, Pennsylvania 17059, and its telephone number is (717) 436-8211.
JVF's mailing address is P.O. Box 66, Mifflintown, Pennsylvania 17059.
DATE BY WHICH SECURITY HOLDER PROPOSALS MUST BE RECEIVED TO BE PRESENTED AT
NEXT ANNUAL MEETING OF SHAREHOLDERS
Proposals of security holders of JVF intended to be presented at the
next annual meeting of shareholders of JVF must be received by JVF for
inclusion in JVF's Proxy Statement and Form of Proxy relating to that meeting
by November 20, 1995.
If the date of the next Annual Meeting of Shareholders of JVF is
advanced or delayed by more than 30 days from April 16, 1996, security
holders will be timely informed of the change of the Annual Meeting of
Shareholders and the date by which proposals of security holders must by
received.
PURPOSES OF THE MEETING
The Annual Meeting of Shareholders will be held for the purpose of (i)
electing four (4) Class B Directors to serve until the Annual Meeting of
1998; and (ii) transacting such other business as may properly be brought
before the meeting or any adjournment thereof.
VOTING
Voting; Revocation of Proxies
Each Proxy may be revoked at any time before its exercise by, among
other methods, giving written notice to the Secretary of JVF. A subsequently
dated Proxy will, if presented to the Secretary of JVF, revoke a prior dated
Proxy. Any shareholder of JVF may attend the meeting and vote in person
whether or not he has previously given a Proxy.
The enclosed Proxy confers discretionary authority to vote with respect
to any and all of the following matters that may come before the Annual
Meeting of Shareholders: (i) matters which the Board of Directors does not
know, a reasonable time before the proxy solicitation, are to be presented
at the meeting: (ii) approval of the minutes of a prior meeting of the
shareholders, if such approval does not amount to ratification of the action
taken at that meeting; and (iii) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
Proxy will vote in accordance with their best judgment.
The Board of Directors of JVF is not presently aware of any matters
(other than procedural matters) which will be brought before the Annual
Meeting of Shareholders with are not referred to in the Notice of Annual
Meeting of Shareholders. If other business is properly brought before the
Annual Meeting of Shareholders, the persons named in the Proxies will act or
vote in accordance with their judgment.
VOTE REQUIRED; SHARES ENTITLED TO VOTE
The presence in person or by proxy of the holders of a majority of the
outstanding shares of JVF's Common Stock will constitute a quorum for the
transaction of business at the Annual Meeting of Shareholders. At the close
of business on the Record Date, there were 890,692 shares of JVF's Common
Stock outstanding. Each share of JVF's Common Stock outstanding on the
Record Date is entitled to one vote on all matters, including the election
of directors, to come before the Annual Meeting.
The Trust Department of The Juniata Valley Bank (the "Bank") as sole
trustee, holds 37,210 shares of stock which may not be voted in the election
of directors of JVF.
Management of JVF in the aggregate beneficially owned 7.37% of the
Common Stock of JVF and the Bank's Trust Department as corporate fiduciary
owned 4.40% of the outstanding Common Stock of JVF as of the Record Date.
To the knowledge of management of JVF, no shareholder beneficially owned 5%
or more of the outstanding Common Stock of JVF on the Record Date.
All matters which are expected to come before the shareholders,
including election of directors, will require the affirmative vote of the
holders of a majority of JVF's outstanding Common Stock represented at the
meeting, if a quorum is present.
At the Annual Meeting, the Judges of Election will manually tabulate all
votes which are cast in person or by proxy. Those shareholders wishing to
vote in person will be provided ballots with which to vote.
Voting is an important right of shareholders. If a shareholder abstains
or otherwise fails to cast a vote on any matter brought before the
shareholders, the Pennsylvania Business Corporation Law provides that
notwithstanding any intention to the contrary, the abstention or failure is
not a vote and will not be counted. This is true of broker nonvotes, as well
as nonvotes by other shareholders.
ELECTION OF DIRECTORS OF JVF
The Bylaws of JVF provide that the Board of Directors may, from time to
time, fix the number of directors and their respective classifications. The
number of directors that shall constitute the whole Board of Directors shall
be not less than five nor more than 25. The Bylaws also provide that the
Board of Directors shall be classified into three classes as nearly equal in
number as possible, each class to be elected for a term of three years. Each
class shall be elected in a separate election. At each subsequent annual
meeting of Shareholders, successors to the class of directors whose term
shall then expire shall be elected to hold office for a term of three years,
so that the term of office of one class of directors shall expire in each
year.
Nomination for elections to the Board of Directors may be made by the
Board of Directors or by any Shareholder of the Common Stock of JVF entitled
to vote at the election of directors. Nominations, other than those made by
or on behalf of the existing management of JVF, shall be made in writing and
shall be delivered or mailed to the secretary of JVF not less than 45 days
prior to the date of any meeting of shareholders called for the election of
directors. Such notification shall contain the following information to the
extent known by the notifying shareholder: (a) the name and address of each
proposed nominee: (b) the age of each proposed nominee: (c) the principal
occupation of each proposed nominee: (d) the number of shares of JVF owned
by each proposed nominee: (e) total number of shares that, to the knowledge
of the notifying shareholder, will be voted for each proposed nominee: (f)
the name and residence address of the notifying shareholder: and (g) the
number of shares of JVF owned by the notifying shareholder. Any nomination
for director not made in accordance with the above procedure shall be
disregarded by the Chairman of the meeting, and votes cast for each such
nominee shall be disregarded by the Judge of Election.
It is the intention of the persons named in the Proxy to vote for the
election of the four individuals listed as Class B Directors to the class to
which said directors have been designated, to serve until the 1998 Annual
Meeting of Shareholders.
In absence of instructions to the contrary, proxies will be voted in
favor of the election of the management's nominees. In the event any nominee
should become unavailable, it is intended that the proxies will be voted for
such substitute nominee as may be nominated by management. Management has
no present knowledge that any of the nominees will be unavailable to serve.
In February, 1995, pursuant to the Bylaws of JVF, the number of
Directors was decreased from 12 to 11. This decrease was in response to the
resignation of Max N. Manbeck, Jr., whose term will expire at the Annual
Meeting.
Each nominee for the position of Class B Director is currently a
director of JVF and its sole wholly-owned subsidiary, The Juniata Valley
Bank. All Class B Directors were elected directors of JVF at the 1992 Annual
Meeting of Shareholders of JVF.
The following table sets forth the name and age of each nominee to each class
of the Board of Directors of JVF, as well as the nominee's business
experience, including principal occupation for the past five years, the
period during which he has served as a director of JVF, the Bank, and the
number and percentage of outstanding shares of Common Stock of JVF
beneficially owned by said nominee as of the Record Date.
Business Experience Amount and Percentage
Including Principle Nature of of
Occupation for the Director Beneficial Outstanding
Name and Age Past Five Years Since1 Ownership2 Stock Owned
- - ------------ ------------------- -------- ---------- --------
CLASS B DIRECTORS TO BE ELECTED FOR A THREE-YEAR TERM ENDING 1998.
Harry B. Fairman, President Of Hilltop 1983 2,867 .32%
Jr. Age 67 Oil, Inc.
Mifflintown, PA
Don E. Haubert CEO/Chairman of the 1975 7,830 .87%
Age 55 Board, S & A Custom
Built Homes, Inc.
Contractor, Mifflintown,
PA
John A. Renninger President of A.D. 1979 5,519 .69%
Age 58 Renninger Lumber Co.
Richfield,PA
Ronald H. Witherite Owner, Ron's IGA Fruit 1992 615 .07%
Age 57 Market, Inc.
Reedsville, PA
CLASS A DIRECTORS TO CONTINUE IN OFFICE TO 1997
A. Jerome Cook President and CEO 1976 2,903 .33%
Age 54 of The Juniata Valley
Bank and Juniata Valley
Financial Corp.
John E. Groninger President of John E. 1971 11,531 1.29%
Age 69 Groninger, Inc., Con-
tractor, Mexico, PA,
Director of Consumers
Financial Corporation,
Camp Hill, PA, a life
insurance company
Karl E. Guss Funeral Director with 1974 9,373 1.05%
Age 67 Guss Funeral Home,
Mifflintown, PA
CLASS C DIRECTORS TO CONTINUE IN OFFICE TO 1996.
Dale G. Nace Owner, Glenn Nace 1992 498 .05%
Age 50 Plumbing & Heating;
GlenDale Storate,
Millerstown, PA
Darwin C. Pomeroy Retired from Bethlehem 1966 20,826 2.33%
Age 78 Steel Company,
Bethlehem, PA
Edward R. Rhodes Senior Partner 1992 416 .04%
Age 66 E.R. Rhodes & Son
Lewistown, PA
Harold B. Shearer Self-Employed Farmer 1988 2,505 .28%
Age 59 East Waterford, PA
1 Includes period prior to the information of JVF (1983) during which
named person served as director of the Bank. Each director of JVF
also serves as a director of the Bank.
2 The securities "beneficially owned" by an individual are determined
in accordance with the definition of "beneficial ownership" set forth
in the regulations of the Securities and Exchange Commission.
Accordingly, they may include securities owned by or for, among
others, the wife and/or minor children of the individual and any other
relative who has the same home as such individual, as well as other
securities as to which the individual has or shares voting or
investment power or has the right to acquire under outstanding stock
options within 60 days after March 16, 1995. Beneficial ownership
may be disclaimed as to certain of the securities.
The following are all shares owned beneficially by all directors and
principal officers as a group:
Amount and Nature of
Beneficial Ownership
--------------------
Title of Class Direct Indirect Percentage
-------------- ------ -------- ----------
Common 55,517 9,366 7.28%
MANAGEMENT OF JVF AND THE BANK
BOARD OF DIRECTORS
The Board of Directors of JVF and the Bank are identical. The Board
of Directors of JVF has not appointed any committees as of this date. JVF
has utilized the Bank's committees.
EXECUTIVE OFFICERS
The following table sets forth the executive officers of JVF, their
ages, their positions with JVF and the beneficial ownership (as determined
in accordance with the rules and regulations of the Securities and Exchange
Commission) of Common Stock of JVF by each of such persons. Share
information is stated as of March 14, 1995.
Amount and Percentage
Nature of of
Beneficial Outstanding
Name and Age Title Ownership Stock
- - ------------ ----- ---------- -----------
A. Jerome Cook chairman and CEO 2,903 .33%
Age 54 of JVF and the Bank
BOARD PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
JVF does not have a Compensation Committee. The Board of Directors has
delegated to the Personnel Committee initial review and recommendations for
executive compensation. Recommendations of the Personnel Committee are
reviewed and ratified by the full Board of Directors.
Executive compensation is designed to provide a level of salary
competitive with that offered by other similar regional bank holding
companies and banks. To that end, the Personnel Committee reviews the
results of several salary and compensation surveys. At the present time,
there is no relationship between executive compensation and JVF's corporate
performance. Rather, the process of determining executive compensation is
primarily subjective and not based on quantifiable data.
Executive officers of JVF participate in the same two bonus programs in
which all employees of JVF participate. These programs pay modest bonuses;
one is paid at year end and the other after JVF's return on assets is
calculated.
Mr. Cook, as President and Chief Executive Officer of JVF, receives a
salary determined by the Personnel Committee in the manner described above.
In addition, he participated in the same bonus programs which are applicable
to all employees. Mr. Cook's total compensation is disclosed in the Summary
Compensation Table set forth below.
JVF offers no special incentive programs for its executive officers.
Members of the Personnel Committee are Harry Fairman, John Renninger,
Edward Rhodes, and Ronald Witherite. None of these committee members have
been officers or employees of JVF or the Bank at any time, and none had any
relationship with JVF or the Bank requiring specific disclosure under
applicable Securities and Exchange commission regulations.
PERFORMANCE GRAPH IS OMITTED. THE PERFORMANCE GRAPH IS BEING PRESENTED IN
TABULAR FORMAT.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
FISCAL YEAR ENDING
COMPANY 1989 1990 1991 1992 1993 1994
JUNIATA VALLEY FIN CORP 100 91.89 100.58 120.73 158.10 186.92
INDUSTRY INDEX 100 77.82 103.56 129.69 161.11 152.95
BROAD MARKET 100 81.12 104.14 105.16 126.14 132.44
This report is given over the signatures of the Personnel Committee,
consisting of Harry Fairman, John Renninger, Edward Rhodes and Ronald
Witherite.
STOCK PERFORMANCE GRAPH
The following graph sets forth the yearly percentage change in JVF's
cumulative total shareholder return on its Common Stock from December 31,
1989 to December 31, 1994. This percentage change is measured by dividing
(i) the sum of (A) the cumulative amount of dividends for the period
measured, assuming dividend reinvestment and (B) the difference between JVF's
share price at December 31, 1994 and December 31, 1989 by (ii) the share
price of December 31, 1989. This result, on the following performance graph,
is compared with the NASDAQ Market Index and the MG Industry Group 042-
Middle Atlantic Banks:
REMUNERATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the executive
officer of JVF (as defined in applicable securities regulations), and the
annual salary and other compensation of that officer for the preceding three
years.
SUMMARY COMPENSATION TABLE
Annual Compensation
--------------------------------------
Other
Name Annual
and Compen-
Principal sation
Position Year Salary ($) Bonus ($) ($) 1
- - --------- ---- ---------- --------- -------
A. Jerome Cook 1994 111.746 1.165 -
Chairman & CEO 1993 110.000 1.165 -
1992 108.846 1.050 -
Long Term Compensation
_______________________________________
Awards Payouts
-------------------------- -------
Securities
Name Restricted Underlying All Other
and Stock Options/ LTIP Compen-
Principle Awards SARs Payouts sation
Position ($) 2 (#) 3 ($) 4 ($) 5
- - --------- ---------- ---------- ------- ---------
A. Jerome Cook - - -
Chairman & CEO - - - 20,408
- - - 19,322
1 The aggregate of personal benefits provided by JVF and the Bank for any
executive officer, individually or all executive officers as a group did
not exceed the lesser of (i) $50,000 or (ii) 10% of the salary and bonus
of the officer for any of the years referenced. This does not include
benefits that are available to all salaried officers, directors and
employees on a non-discriminatory basis.
2 JVF has not issued any Restricted Stock Awards to any executive officer.
3 JVF has not issued any options or SARs to any Executive Officer.
4 JVF does not maintain any Long-Term Incentive Plan as defined in the
applicable Securities and Exchange Commission Regulations, and
consequently has made no payouts pursuant to any such plan.
5 Mr. Cook received $7,200 in 1994, $7,200 in 1993, and $6,900 in 1992 as
compensation for serving as a director of JVF and the Bank. Mr. Cook
has elected to defer a portion of this compensation in the manner
described below under "Director's Compensation." Mr. Cook also
participated in the Officer's Supplemental Retirement Plan, also
described below. Accruals to Mr. cook's account under this Plan were
$11,940 in 1994, $11,600 in 1993, and $11,000 in 1992. Finally, Mr.
Cook participated in the Director's Retirement Plan described below.
Accruals to Mr. Cook's account under this plan were $907 in 1994,
$886 in 1993 and $876 in 1992. Mr. Cook is provided with the use of an
automobile; the compensation element of this automobile aggregated $808
in 1994, $722 in 1993, and $546 in 1992.
EMPLOYMENT AGREEMENT
In 1987, JVF and the Bank entered into a deferred compensation agreement
with A. Jerome Cook. The agreement provides that JVF and the Bank shall, if
Mr. Cook's employment is terminated without cause, or, if Mr. Cook's
employment with JVF and the Bank is terminated by either Mr. Cook, JVF or the
Bank within a period commencing six months before or nine months after a
change in control of JVF and the Bank, pay Mr. Cook severance compensation
equal to 2.95 times Mr. Cook's average annual compensation over the five
taxable years immediately preceding the termination of Mr. Cook's employment
with JVF and the Bank. The agreement had an original term of five years, and
has automatically renewed for another five years.
STOCK OPTION GRANTS
Applicable Securities Exchange Commission regulations require disclosure
of Stock Option grants to executive employees. JVF maintains no stock option
plans and the following table indicates that no such options have been
granted:
INCENTIVE STOCK OPTION GRANTS
IN LAST FISCAL YEAR
Potential
Realizable
Value at
Assumed
Annual
Alternative
Rates of Stock
Price
Appreciation for
Individual Grants for Option Term
- - --------------------------------------------------------- --------------
Number of % of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise
SARs Employees or Base Expira-
Granted in Fiscal Price tion
Name (#) Year ($/Sh) Date 5% ($) 10% ($)
- - ---- --------- --------- -------- ------- ------ -------
A. Jerome Cook 0 0% $0 0 $0 $0
PENSION PLAN
JVF and the Bank maintain a pension plan for employees of JVF and the
Bank. The aggregate amount set aside or accrued as of December 31, 1994, for
all pension or retirement benefits to be paid under existing plan for all
plan participants was $39,574, an amount equal to 2.10% of the total covered
compensation of all plan participants. All employees except those paid
hourly, working less than 1,000 hours per year, with 12 months continuous
service and who have attained the age of 21 years, become eligible for
membership. The cost of the pension, which is actuarially determined, is
paid by JVF and the Bank. The amount of the contribution or accrual with
respect to a specified pension is not and cannot readily be separated or
individually calculated by the regular actuaries for the Plan. The formula
used to determine an employee's monthly pension income is 1% of the
employee's average monthly compensation for the Plan year multiplied by his
or her years of Benefit Formula Service, not to exceed 99 years. Early
retirement is possible with reduced benefits provided the employee has
attained the age of 55 years and has completed 20 years of service. Average
monthly earnings are calculated from the employee's highest five consecutive
years of earnings and exclude directors' fees, whether paid in cash or
deferred.
The amount shown on the following table assumes the retirement of an
employee who chose a straight life annuity, who is presently 50 years old and
who will retire at the age of 65 years.
PENSION PLAN TABLE
Years of Service
--------------------------------------------------------
Remuneration 15 20 25 30 35
- - ------------ -- -- -- -- --
35,000 $ 5,250 $ 7,000 $ 8,750 $ 10,500 $ 12,250
55,000 $ 9,208 $ 12,277 $ 15,347 $ 18,416 $ 21,485
75,000 $ 14,308 $ 19,077 $ 23,847 $ 28,616 $ 33,385
95,000 $ 19,408 $ 25,877 $ 32,347 $ 38,816 $ 45,285
115,000 $ 24,508 $ 32,677 $ 40,847 $ 49,016 $ 57,185
135,000 $ 29,608 $ 39,477 $ 49,347 $ 59,216 $ 69,085
As of December 31, 1994, A. Jerome Cook had 29 years of credit service under
the Pension Plan.
OFFICER'S SUPPLEMENTAL RETIREMENT PLAN
In December, 1988, the Bank established a supplemental retirement plan
for certain key executive employees (the "Officer's Plan"). The Officer's
Plan provides for a target annual retirement benefit, payable over 10 years
beginning at age 65, in an amount equal to 40% of the employee's 1988
compensation. The retirement benefit will accrue to the account of each
participating employee, commencing in 1989, over his working years with the
Bank until he attains the age of 65. The Plan is dependent on annual funding
which is subject to approval by the Board of Directors. If the Board
terminates the Plan or declines to make a contribution in any year,
participants will receive only such benefits as have accrued, even if less
than the targeted benefits.
A lesser retirement benefit, equal to the employee's accrued benefit to
date of retirement, is payable if the employee retires on or after attainment
of the age of 62, provided that he has completed 15 years of service.
Payment is deferred until the employee attains the age of 65. If the Board
of Directors approves, receipt of benefits on early retirement may commence,
but the benefit will be the then actuarial equivalent of the accrued
retirement benefit.
The plan also provides for a disability pension in an amount equal to
the employee's accrued retirement benefit on the date of disability. This
pension is payable over a 10-year period, commencing when the employee
attains the age of 65. However, payment may be accelerated with approval of
the Board; in such event, the actuarial equivalent of the benefit will be
paid.
If a participant in the plan dies while employed by the Bank, a death
benefit is payable. The amount of the benefit depends on whether the Bank
has purchased insurance on the life of the participant. The death benefit
is equal to the proceeds of the policy if the Bank has purchased insurance,
and the equivalent of the participant's accrued retirement benefit if life
insurance has not been purchased.
DIRECTOR'S COMPENSATION
Subject to the right of a director to defer the payment of directors'
fees in accordance with the directors' compensation plan set forth below,
each director is paid an annual fee of $7,200 for attendance at 12 regular
meetings of the Board of Directors of the Bank. Each director who is not an
executive officer also receives $60 for attendance of each committee meeting
of the Bank and special meeting of the Board of Directors of the Bank. JVF
directors receive no fees in addition to those received from the Bank.
DIRECTOR'S DEFERRED COMPENSATION PLANS.
In 1982, JVF established a director's deferred compensation plan. This
plan permitted participating directors to defer $3,700 in director's fees
each year for a five year period commencing with the election to participate
in the plan in return for an undertaking by JVF to pay each participating
director a specified amount in 120 equal payments beginning at the last to
occur of the attainment of the age of 65 or the expiration of five years
from the date of the director's election to participate in the plan, or if
the director were to die prior to such time, upon the death of the director.
JVF applied the deferred director's compensation to the purchase of life
insurance policies which will fund JVF's obligations under the plan. JVF
is the owner and the beneficiary of these life insurance policies.
In 1987, when the first director's deferred compensation plan was fully
funded, JVF offered directors a second deferred compensation plan whereby
each director could elect to defer $4,900 in directors fees each year for
five years in exchange for an additional benefit similar to that offered
under the 1982 plan. In 1991, when the second plan was funded, JVF offered
a third deferred compensation plan to directors whereby they may elect to
defer $6,000 in director's fees each year for five years in order to receive
an additional benefit similar to that offered under the 1982 and 1987 plans.
All three plans operate in substantially the same manner and all are funded
by insurance policies as described above.
DIRECTOR'S RETIREMENT PLAN
In December, 1988, the Bank established a retirement program for
directors (the "Director's Plan"). All persons who were directors of the
Bank on January 1, 1988, are eligible for benefits under the Plan. All
directors whose service commenced after January 1, 1988, are eligible
following the completion of six months of service on the Board. The
Director's Plan provides for a target retirement benefit of $7,800 per year
for 10 years commencing at age 65, or, if later, at such time as the director
has completed 10 years of credited service (as defined in the Director's
Plan) with the Board. The retirement benefit for each director will accrue
over his remaining projected period of service until he reaches age 65 or
completes 10 years of credited service. The Plan is dependent on annual
funding which is subject to approval by the Board of Directors. If the Board
terminates the Plan or declines to make a contribution in any year, directors
will receive only such benefits as have accrued, even if less than the
targeted benefits. Lesser benefits are payable in the event of the
director's death, disability, or other termination (except terminations
caused by the director's fraud or dishonesty).
TRANSACTIONS WITH OFFICERS AND DIRECTORS
During 1994, the Bank had and expects to have in the future banking
transactions in the ordinary course of its business with directors, officers,
principal shareholders and their associates of JVF and the Bank, on the same
terms, including interest rates and collateral on loans as those prevailing
at the same time for comparable transactions with others. Such loans
present, in the opinion of management, no more than the normal risk of
collectibility or present other unfavorable features. During 1994, the
highest aggregate amount extensions of credit to directors, officers and
their associates either directly or indirectly, did not exceed 20% of equity
capital. Also during 1994, extension of credit to any one director, officer,
or principal shareholder did not exceed 10% of equity capital.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
In 1994, to the knowledge of JVF, no directors of officers failed to
file on a timely basis any reports with the Securities Exchange Commission.
COMMITTEES OF THE BOARD OF DIRECTORS OF THE BANK
The Board of Directors of JVF has not established its own committees but
rather utilizes the committees of the Bank.
The total number of Board of Directors' meetings during 1994 was 12 and
no director attended fewer than 75% of the aggregate total number of meetings
of the Board of Directors and the total number of meetings held by all
committees of the Board on which he served.
AUDIT COMMITTEE
Members of the Audit Committee were Karl E. Guss, Dale Nace and Edward
Rhodes. This Committee met three times during 1994. The Audit Committee
causes to be made by certified public accountants a complete audit of the
books and financial statements of JVF and the Bank's Trust Department. Upon
receipt and review of the internal auditor's report and certified public
audit report, the Committee brings to the Board of Directors the Committee's
recommendations concerning the audit. The Committee also reviews any
examination reports by the Department of Banking, Federal Deposit Insurance
Corporation and The Federal Reserve Bank of Philadelphia.
TRUST COMMITTEE
Members of the Trust Committee were Harry Fairman, Jr., John Groninger
and Ronald Witherite. This Committee met 11 times during 1994. The Trust
Committee determines the policy and investments of the Trust Department, the
acceptance of all fiduciary relationships and relinquishment of all fiduciary
relationships. The Trust Committee keeps minutes of their meetings which are
reviewed by the Board of Directors monthly.
PERSONNEL COMMITTEE
Members of the Personnel Committee were Harry Fairman, John Renninger,
Edward Rhodes, and Ronald Witherite. This Committee met once During 1994.
The Personnel Committee reviews all personnel policies, including
compensation of all employees.
OTHER COMMITTEES OF THE BANK
There is no nominating committee but there are other standing committees
which are appointed from time to time by the Chairman of the Board of
Directors subject to the approval of the Board. Examples of some of the
committees are Policy, Consumer, Marketing, Buildings and Grounds, Pension
and Finance.
OTHER BUSINESS
To transact any other matters connected with and incidental to the
election of directors that may properly come before the Annual Meeting of
Shareholders.
Management, at present, knows of no other business except those items
explained herein that may require the vote of the shareholders to be
presented by or on behalf of JVF or its management at the meeting.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of JVF, by resolution dated December 21, 1993,
engaged Beard & Company, Inc., Reading, Pennsylvania, as principal accountant
for JVF and the Bank to audit its financial statements for the year 1994.
This firm has no material relationship with JVF or the Bank and is considered
to be well qualified. A representative of the firm is expected to be at the
Annual Meeting of Shareholders.
FORM 10-K ANNUAL REPORT
Securities and Exchange Commission Form 10-K Annual Report is available
free of charge. If you desire a copy of this report, forward your request
to:
Ms. Linda L. Engle
Sr. Vice President/CFO
The Juniata Valley Bank
P.O. Box 66
Mifflintown, PA 17059
RETURN OF PROXY
You are urged to sign, date and return the accompanying Proxy as
promptly as possible, whether or not you plan to attend the meeting in
person. If you do attend the meeting, you may then withdraw your Proxy.
BY ORDER OR THE BOARD OF DIRECTORS
RONALD H. WITHERITE
Secretary
Mifflintown, Pennsylvania
March 16, 1995
PROXY
JUNIATA VALLEY FINANCIAL CORP.
P.O. Box 66
Mifflintown, PA 17059
Telephone: (717) 436-8211
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF JUNIATA VALLEY FINANCIAL CORP.
The undersigned hereby appoints Madelon Book, Margaret Fleck and Dennis Long
as Proxies, each with the power to appoint his substitute, and authorizes
them to represent and vote, as designated below, all the shares of Common
Stock of Juniata Valley Financial Corp. held of record by the undersigned on
March 14, 1995 at the Annual Meeting of Shareholders to be held on April 18,
1995.
1. ELECTION OF DIRECTORS
For all Nominees Listed Below ___ Withhold Authority ___
(except as indicated below)
CLASS B
-------
Harry B. Fairman, Jr.
Don E. Haubert
John A. Renninger
Ronald H. Witherite
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominee's name(s) in the
space immediately below.
2. OTHER BUSINESS: Take action on other business which may properly come
before the meeting.
FOR ___ AGAINST ___ ABSTAIN ___
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION OR DIRECTION IS MADE, THEY WILL BE VOTED FOR THE ELECTION OF
THE FOUR CLASS B DIRECTORS, AND FOR ANY OTHER BUSINESS IN ACCORDANCE WITH
THE RECOMMENDATIONS OF MANAGEMENT. THIS PROXY MAY BE REVOKED PRIOR TO ITS
EXERCISE.
Dated this day of , 1995.
(SEAL)
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Signature
(SEAL)
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Signature
Please sign exactly as your name appears
hereon. When signing as an Attorney,
Executor, Administrator, Trustee or
Guardian, please give full title. If
more than one Trustee, all must sign.
All joint owners must sign.
Shares
