<PAGE>
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 20, 1999
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 20, 1999, at
the Clarion Inn, Burnham, Pennsylvania for the purpose of considering and voting
upon the following matters:
1. Election of Directors. The election of seven Class C Directors listed in
---------------------
Proxy Statement dated March 16, 1999, accompanying this Notice. These Directors
will serve until the 2002 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 15,
1999 (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, 1999
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.
<PAGE>
JUNIATA VALLEY FINANCIAL CORP.
PROXY STATEMENT
MARCH 16, 1999
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 20, 1999 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, 1999.
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 by 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 17,
1999.
If the date of the next Annual Meeting of Shareholders of JVF is advanced or
delayed by more than 30 days from April 18, 2000, 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 be received.
PURPOSES OF THE MEETING
The Annual Meeting of Shareholders will be held for the purpose of (i)
electing seven (7) Class C Directors to serve until the Annual Meeting of 2002;
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
<PAGE>
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 which 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 2,330,148 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 192,183 shares of stock which may be voted in the election of directors
of JVF.
Management of JVF in the aggregate beneficially owned 6.5% of the common stock
of JVF and the Bank's Trust Department as corporate fiduciary owned 8.24% 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
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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 holder 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) the 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 seven individuals listed as Class C Directors to the class to which said
directors have been designated, to serve until the 2002 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.
On the effective date of last year's merger (the "Merger") of Lewistown Trust
Company ("Lewistown") with and into JVF's sole wholly-owned subsidiary, The
Juniata Valley Bank (the"Bank"), nine (9) of Lewistown's then directors were
appointed and added to JVF's
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Board of Directors (three (3) directors were added to each Class of JVF
Directors). Thus, the number of JVF Directors was increased from eleven (11) to
twenty (20).
Each nominee for the position of Class C Director is currently a director of
JVF and the Bank. All Class C Directors, with the exception of the three former
Lewistown directors, were elected directors of JVF at the 1996 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 and the Bank, and the number and percentage
of outstanding shares of common stock of JVF beneficially owned by each nominee
as of the Record Date.
<TABLE>
<CAPTION>
Business Experience
Including Principal Amount and Percentage
Occupation Nature of of
for the Director Beneficial Outstanding
Name and Age Past Five Years Since /1/ Ownership /2/ Stock Owned
- ------------ --------------- --------- ------------- -----------
CLASS C DIRECTORS TO BE ELECTED FOR A THREE-YEAR TERM ENDING IN 2002.
<S> <C> <C> <C> <C>
Joe E. Benner Owner, Benner 1996 3,804 *
Age 60 Automotive
Mifflintown, PA
Francis J. Evanitsky President & COO 1998 1,100 *
Age 56 The Juniata Valley
Bank and Juniata
Financial Corp.
Philip E. Gingerich, Jr. President, Central 1998 5,435 *
Age 40 Insurers Group, Inc.
Lewistown, PA
Dale G. Nace Owner, Glenn Nace 1992 1,700 *
Age 54 Plumbing & Heating;
GlenDale Storage,
Millerstown, PA
Edward R. Rhodes Retired Partner, 1992 1,437 *
Age 70 E. R. Rhodes & Son
Lewistown, PA
Harold B. Shearer Self-Employed Farmer 1988 4,185 *
Age 63 East Waterford, PA
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Jan G. Snedeker President, Snedeker 1998 1,326 *
Age 52 Oil Co., Inc.
Lewistown, PA
CLASS B DIRECTORS TO CONTINUE IN OFFICE TO 2001.
Harry B. Fairman, Jr. President, Hilltop 1983 4,779 *
Age 71 Oil Co., Inc.
Mifflintown, PA
Don E. Haubert President, Haubert 1975 11,689 *
Age 59 Homes, Inc.,
Mifflintown, PA
Timothy I. Havice Restaurant Operator 1998 12,486 *
Age 51 Developer
Lewistown, PA
Charles L. President, Hoenstine 1998 1,847 *
Hershberger Funeral Homes, Inc.
Age 53 Lewistown, PA
John A. Renninger President of A.D. 1979 10,212 *
Age 63 Renninger Lumber Co.
Richfield, PA
John M. Wilson Retired President, 1998 19,390 *
Age 69 Wilson Oil, Co.
Lewistown, PA
Ronald H. Witherite Owner, Ron's IGA 1992 1,085 *
Age 61 Fruit Market
Reedsville, PA
CLASS A DIRECTORS TO BE ELECTED FOR A THREE-YEAR TERM ENDING IN 2000.
A. Jerome Cook Chairman and CEO 1976 4,872 *
Age 58 of The Juniata Valley
Bank and Juniata Valley
Financial Corp.
Martin L. Dreibelbis Self-employed 1998 2,026 *
Age 45 Petroleum Consultant
Mifflintown, PA
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Karl E. Guss Funeral Director 1974 16,421 *
Age 71 Guss Funeral Home
Mifflintown, PA
Marshall L. Retired President, 1998 30,710 1.31%
Hartman Lewistown Trust Co.
Age 60 Lewistown, PA
Robert K. Metz President, Metz 1998 14,362 *
Age 57 Poultry Farms, Inc.
Belleville, PA
Richard M. Scanlon, DMD Self-employed Dentist 1998 1,408 *
Age 50 Lewistown, PA
</TABLE>
* Less than one (1%) percent.
/1/ Includes period prior to the formation of JVF (1983) during which named
person served as director of the Bank. With respect to former Lewistown
directors, does not include years served as Lewistown directors. 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,
1999. 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 139,857 12,503 6.5%
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<PAGE>
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 16, 1999.
<TABLE>
<CAPTION>
Amount and Percentage
Nature of of
Beneficial Outstanding
Name and Age Title Ownership Stock
- ---------------------- ------------------- ----------- -----
<S> <C> <C> <C>
A. Jerome Cook Chairman and CEO 4,872 *
Age 58 of JVF and the Bank
Francis J. Evanitsky President and COO 1,100 *
Age 56 of JVF and the Bank
</TABLE>
* - Less than one (1%) percent.
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.
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<PAGE>
Mr. Cook, as Chairman and Chief Executive Officer of JVF, and Mr. Evanitsky,
as President and Chief Operating Officer of JVF, each receive a salary
determined by the Personnel Committee in the manner described above. In
addition, each participates in the same bonus programs which are applicable to
all employees. Mr. Cook's and Mr. Evanitsky's total compensation is disclosed
in the Summary Compensation Table set forth below on Page 10.
JVF offers no special incentive programs for its executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Personnel Committee are John Renninger, Timothy Havice, Philip
Gingerich 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.
This report is given over the signatures of the Personnel Committee,
consisting of John Renninger, Timothy Havice, Philip Gingerich 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, 1994
to December 31, 1998. 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, 1998 and December 31, 1994 by (ii) the share price of December 31,
1994. This result, on the following performance graph, is compared with the
NASDAQ Market Index and the MG Industry Group 042-Middle Atlantic Banks.
However, several of the companies in the MG Industry Group 042 were acquired
within the past few years, resulting in somewhat inflated share prices. Thus,
JVF has constructed an additional Peer Group Index (the "Peer Group Index"),
consisting of eight Pennsylvania bank holding companies, which JVF believes is a
more realistic comparison to JVF's recent performance. The bank holding
companies in the Peer Group Index are ACNB Corporation, Codorus Valley Bancorp,
Inc., Columbia Financial Corp., Community Banks, Inc., Fidelity Deposit &
Discount Bank, Hanover Bancorp, Inc., PennRock Financial Services Corp., and
Union National Financial Corp.
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<PAGE>
[JUNIATA VALLEY FINANCIAL CORPORATION GRAPH APPEARS HERE]
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<PAGE>
REMUNERATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth the remuneration of the
executive officers of JVF (as defined in applicable securities regulations), and
the annual salary and other compensation of those officers for the preceding
three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other Securities
Name Annual Restricted Underlying All Other
and Compen- Stock Options/ LTIP Compen-
Principal sation/1/ Awards/2/ SARs/3/ Payouts/4/ sation/5/
Position Year Salary ($) Bonus ($) ($) ($) (#) ($) ($)
- ---------------------- ---------- ---------- ---------- ----------- ---------- ---------- --------- ---------
A. Jerome Cook 1998 130,462 1,185 - - - - 42,504
Chairman & CEO 1997 123,392 1,185 - - - - 42,216
1996 119,500 1,175 - - - - 24,317
- ---------------
Francis J. Evanitsky 1998 105,987 1,185 - - - - 4,184
President & COO *
</TABLE>
* - Mr. Evanitsky is the former President and CEO of Lewistown. He only began
employment with JVF in 1998, upon consummation of the Merger.
/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 $7,800 in 1998, $7,800 in 1997, and $7,800 in 1996 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 participated in the
Officer's Supplemental Retirement Plan, also described below. Accruals to
Mr. Cook's account under this Plan were $29,000 in 1998, $29,000 in 1997,
and $15,000 in 1996. Finally, Mr. Cook participated in the Director's
Retirement Plan described below. Accruals to Mr. Cook's account under this
plan were, $5,214 in 1998, $5,012 in 1997, and $1,012 in 1996. Mr. Cook is
provided with the use of an automobile; the compensation element of this
automobile aggregated $490 in 1998, $404 in 1997, and
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<PAGE>
$505 in 1996. Mr. Evanitsky received $3,900 in 1998 as compensation for
serving as a director of JVF and the Bank. Mr. Evanitsky is provided with
the use of an automobile; the compensation element of this automobile
aggregated $284 in 1998.
EMPLOYMENT AGREEMENTS
In 1995, 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 shall expire when Mr. Cook retires.
In 1998, JVF and the Bank entered into a deferred compensation agreement with
Francis J. Evanitsky. The agreement provides that JVF and the Bank shall, if
Mr. Evanitsky's employment is terminated without cause, or, if Mr. Evanitsky's
employment with JVF and the Bank is terminated by either Mr. Evanitsky, 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. Evanitsky severance compensation
equal to 2.95 times Mr. Evanitsky's average annual compensation over the five
taxable years immediately preceding the termination of Mr. Evanitsky's
employment with JVF and the Bank. The agreement shall expire when Mr. Evanitsky
retires.
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
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual Alternative
Rates of Stock Price
Appreciation
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% ($) 10% ($)
- -------------------------- --------------- ------- -------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
A. Jerome Cook 0 0% $0 0 $0 $0
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<PAGE>
Francis J. 0 0% $0 0 $0 $0
Evanitsky
</TABLE>
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, 1998, for all
pension or retirement benefits to be paid under existing plan for all plan
participants was $151,929, an amount equal to 4.93% of the total covered
compensation of all plan participants. All employees with 12 months' continuous
service who have attained the age of 21 years (except those paid hourly who work
less than 1,000 hours per year) are eligible to participate. 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
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------
<S> <C> <C> <C> <C> <C>
Remuneration 15 20 25 30 35
- -------------- -------- -------- -------- -------- --------
75,000 $13,594 $18,125 $22,656 $27,187 $31,718
95,000 $18,674 $24,900 $31,125 $37,349 $43,574
115,000 $23,794 $31,725 $39,656 $47,587 $55,518
135,000 $28,894 $38,525 $48,156 $57,787 $67,418
145,000 $31,444 $41,925 $52,406 $62,887 $73,368
155,000 $32,700 $43,600 $54,500 $65,400 $76,300
</TABLE>
As of December 31, 1998, A. Jerome Cook had 33 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
- 12 -
<PAGE>
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. 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.
DIRECTORS' 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 $7,800 for attendance at 12 regular meetings of the
Board of Directors of the Bank. Each director who is not an executive officer
also receives $70 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
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<PAGE>
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. JVF has no
plans to offer any additional deferred compensation plans to its directors. The
above-referenced plans will continue in effect.
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 1998, 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 1998, the highest aggregate amount
of extensions of credit to directors, officers and their associates either
directly or indirectly, did not exceed 20% of equity capital. Also during 1998,
extension of credit to any one director, officer, or principal shareholder did
not exceed 10% of equity capital.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the directors
and executive officers of JVF to file with the Securities and Exchange
Commission initial reports of ownership and reports of change in ownership of
common stock and other equity securities of JVF. To the knowledge of JVF, all
Section 16(a) filing requirements applicable to its directors and executive
officers have been complied with In 1998.
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<PAGE>
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 1998 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 Edward Rhodes, Martin Dreibelbis, Charles
Hershberger and John Wilson. This Committee met three times during 1998. The
Audit Committee causes to be made by certified public accountants a complete
audit of the books and financial statements of JVF. 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 Harold Shearer, Joe Benner, John Wilson
and Robert Metz. This Committee met 11 times during 1998. 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 John Renninger, Timothy Havice,
Philip Gingerich and Ronald Witherite. This Committee met twice during 1998.
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.
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<PAGE>
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 has engaged Beard & Company, Inc., Reading,
Pennsylvania, as principal accountant for JVF and the Bank to audit its
financial statements for the year 1998. 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
Executive 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 OF THE BOARD OF DIRECTORS
RONALD H. WITHERITE
Secretary
Mifflintown, Pennsylvania
March 16, 1999
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<PAGE>
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 Frank H. Berrier, Jr., Roy E. Berrier, Jr. and
Connie J. Clinger 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 15, 1999 at the Annual Meeting of Shareholders to be held on April 20,
1999.
1. ELECTION OF DIRECTORS:
For all Nominees Listed Below _____ Withhold Authority _____
(except as indicated below)
CLASS C
-------
Joe E. Benner Edward R. Rhodes
Francis J. Evanitsky Harold B. Shearer
Philip E. Gingerich Jan G. Snedeker
Dale G. Nace
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
SEVEN CLASS C 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 , 1999. (SEAL)
----------------------------------
Signature
(SEAL)
----------------------------------
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.
