<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ACNB CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ACNB CORPORATION
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
April 15, 1995
DEAR SHAREHOLDER:
On behalf of the Board of Directors and management of ACNB Corporation, I
call your attention to the Annual Meeting of Shareholders of the Corporation to
be held on Tuesday, May 9, 1995 at 1:00 p.m., prevailing time at the Main Office
of Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, Pennsylvania
17325.
The Notice of the Annual Meeting and the Proxy Statement accompanying this
letter address the formal business of the meeting. The formal business schedule
includes: a proposal to fix the number of shareholders to be elected as Class 1
Directors at five (5), the election of five (5) Class 1 Directors for a three
(3) year term and to vote on the shareholder proposal set forth in the proxy
statement. At the meeting, members of the Corporation's management will review
the Corporation's operations during the past year and be available to respond to
questions.
We strongly encourage you to vote your shares, whether or not you plan to
attend the meeting. It is very important that you sign, date and return the
accompanying Proxy as soon as possible, in the postage prepaid envelope. If you
do attend the meeting and wish to vote in person, you must give written notice
thereof to the Secretary of the Corporation so that your Proxy will be
superseded by any ballot that you submit at the meeting.
Sincerely,
Ronald L. Hankey
President
<PAGE>
ACNB CORPORATION
________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 9, 1995
________________________________
TO THE SHAREHOLDERS OF ACNB CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of ACNB
CORPORATION (the "Corporation") will be held at 1:00 p.m., prevailing time, on
Tuesday, May 9, 1995 at the Main Office of Adams County National Bank, 675
Harrisburg Road, Gettysburg, Pennsylvania 17325, for the following purposes:
1. To fix the number of shareholders to be elected as Class 1 Directors
at five (5);
2. To elect five (5) Class 1 Directors to serve for a three (3) year term
expiring in 1997 and until their successors are elected and qualified;
3. To vote on the shareholder proposal set forth in the proxy statement;
and
4. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
In accordance with the By-laws of the Corporation and action of the Board
of Directors, only those shareholders of record at the close of business on
March 1, 1995 will be entitled to notice of and to vote at the Annual Meeting
and any adjournment or postponement thereof.
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1994 is being mailed with this Notice.
<PAGE>
You are urged to mark, sign, date and promptly return your Proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured. The prompt
return of your signed Proxy, regardless of the number of shares you hold, will
aid the Corporation in reducing the expense of additional proxy solicitation.
The giving of such Proxy does not affect your right to vote in person if you
attend the meeting and give written notice to the Secretary of the Corporation.
By Order of the Board of Directors,
Ronald L. Hankey
President
April 15, 1995
<PAGE>
ACNB CORPORATION
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 9, 1995
GENERAL
Introduction, Date, Time and Place of Annual Meeting
- ----------------------------------------------------
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of ACNB CORPORATION (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, May 9, 1995 at 1:00
p.m., prevailing time, at the Main Office of Adams County National Bank, 675
Harrisburg Road, Gettysburg, Pennsylvania 17325, and at any adjournment or
postponement of the Annual Meeting.
The principal executive office of the Corporation is located at Adams
County National Bank (the "Bank"), 675 Old Harrisburg Road, Gettysburg,
Pennsylvania 17325. The telephone number for the Corporation is (717) 334-3161.
All inquiries should be directed to Ronald L. Hankey, President and Chief
Executive Officer of the Corporation. The Bank is a wholly-owned subsidiary of
the Corporation.
Solicitation and Voting of Proxies
- ----------------------------------
This Proxy Statement and the enclosed form of proxy (the "Proxy") are first
being sent to shareholders of the Corporation on or about April 15, 1995.
Shares represented by proxies on the accompanying Proxy, if properly signed
and returned, will be voted in accordance with the specifications made thereon
by the shareholders. Any Proxy not specifying to the contrary will be voted FOR
the proposal to fix the number of shareholders to be elected as Directors at
five (5), FOR the election of the nominees for Class 1 Director named below and
AGAINST the shareholder proposal set forth in the proxy statement. Execution
and return of the enclosed Proxy will not affect a shareholder's right to attend
the Annual Meeting and vote in person, after giving written notice to the
Secretary of the Corporation. The cost of preparing, assembling, printing,
mailing and soliciting proxies, and any additional material which the
Corporation may furnish shareholders in connection with the Annual Meeting, will
be borne by the Corporation. In addition to the use of the mails, certain
directors, officers and employees of the Corporation and the Bank may solicit
proxies personally, by telephone, telegraph and telecopier. Arrangements will
be made with brokerage houses and other custodians,
-1-
<PAGE>
nominees and fiduciaries to forward proxy solicitation material to the
beneficial owners of stock held of record by these persons, and, upon request
therefor, the Corporation will reimburse them for their reasonable forwarding
expenses.
Revocability of Proxy
- ---------------------
A shareholder who returns a Proxy may revoke the Proxy at any time before
it is voted only: (1) by giving written notice of revocation to John W.
Krichten, Secretary of ACNB Corporation, at 675 Old Harrisburg Road, Gettysburg,
Pennsylvania 17325; (2) by executing a later-dated proxy and giving written
notice thereof to the Secretary of the Corporation; or (3) by voting in person
after giving written notice to the Secretary of the Corporation.
Voting Securities, Record Date and Quorum
- -----------------------------------------
At the close of business on March 1, 1995, the Corporation had issued and
outstanding 5,316,122 shares of common stock, par value $2.50 per share, the
only authorized class of stock (the "Common Stock").
Only holders of Common Stock of record at the close of business on March 1,
1995 will be entitled to notice of and to vote at the Annual Meeting.
Cumulative voting rights do not exist with respect to the election of directors.
On all matters to come before the Annual Meeting, each share of Common Stock is
entitled to one vote.
Under Pennsylvania law and the By-laws of the Corporation, the presence of
a quorum is required for each matter to be acted upon at the Annual Meeting.
Pursuant to Section 1756 of the Pennsylvania Business Corporation Law of 1988,
as amended the presence in person or by proxy of shareholders entitled to cast
- -- -------
at least a majority of the votes which all shareholders are entitled to cast
shall constitute a quorum for the transaction of business at the Annual Meeting.
Votes withheld and abstentions will be counted in determining the presence of a
quorum for the particular matter. Broker non-votes will not be counted in
determining the presence of a quorum for the particular matter as to which the
broker withheld authority.
Assuming the presence of a quorum, the affirmative vote of a majority of
all votes cast by shareholders on such matter is required for the approval of
the proposal to fix the number of shareholders to be elected at five (5) and to
approve the shareholder proposal. Abstentions and broker non-votes are not
deemed to constitute "votes cast" and, therefore, do not count either for or
against such proposal.
Assuming the presence of a quorum, the five (5) nominees for director
receiving the highest number of votes cast by shareholders entitled to vote for
the election of directors shall be elected. Votes withheld from a nominee and
broker non-votes will not be cast for such nominee.
-2-
<PAGE>
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
- ----------------
As of March 1, 1995, there are no persons who own of record or who are
known by the Board of Directors and management of the Corporation to be the
beneficial owner of more than five percent (5%) of the Corporation's outstanding
Common Stock.
Beneficial Ownership by Officers, Directors and Nominees
- --------------------------------------------------------
The following table sets forth as of March 1, 1995, the amount and
percentage of the Common Stock beneficially owned by each director, each nominee
and all principal officers, directors and nominees of the Corporation as a
group.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- ----------------------------------- --------------------------- -----------
<S> <C> <C>
Philip P. Asper(4) 5,234(7) --
Robert G. Bigham(6) 12,020(8) --
C. F. Ditzler(4) 35,596(9) --
Guy F. Donaldson(6) 2,890 --
Frank Elsner, Jr.(6) 11,318(10) --
Richard L. Galusha(5) 8,210 --
D. Richard Guise(4) 5,214(11) --
J. Glenn Guise(5) 6,696(12) --
Ronald L. Hankey(4) 19,150(13) --
Jennifer W. Hartman(5) 600 --
Philip M. Jones(6) 86,624(14) 1.63%
Wayne E. Lau(5) 4,112(15) --
William B. Lower(6) 43,178(16) --
Paul G. Pitzer(5) 7,500(17) --
S. M. Raffensperger(5) 24,564(18) --
Charles E. Ritter(5) 25,258(19) --
Ralph S. Sandoe(6) 9,020(20) --
Marian B. Schultz(4) 1,950(21) --
L. Robert Snyder(6) 5,808(22) --
Ralph W. Tyson(6) 13,520(23) --
All Principal Officers, Directors 356,330 6.70%
and Nominees as a Group
(22 persons in total)
- ---------------------
</TABLE>
-3-
<PAGE>
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within 60 days after March
1, 1995. Beneficial ownership may be disclaimed as to certain of the
securities.
(2) Information furnished by the directors and the Corporation.
(3) Less than one percent (1%) unless otherwise indicated.
(4) A Nominee for Class 1 Director whose term expires in 1998 and a Current
Class 1 Director whose term expires in 1995.
(5) A Class 2 Director whose term expires in 1997.
(6) A Class 3 Director whose term expires in 1996.
(7) The shares of Common Stock beneficially owned by Mr. Asper are held jointly
with his spouse.
(8) Includes 5,170 shares of Common Stock held individually by Mr. Bigham;
1,410 shares of Common Stock held individually by his spouse; 2,530 shares
of Common Stock held by Mr. Bigham as custodian for his children; 1,200
shares of Common Stock held by the Bank as Trustee in trust for one of his
children; and 1,710 shares of Common Stock owned by one of his children who
resides at Mr. Bigham's home.
(9) Includes 34,864 shares of Common Stock held individually by Mr. Ditzler and
732 shares of Common Stock held jointly with his spouse.
(10) The shares of Common Stock beneficially owned by Mr. Elsner are held
jointly with his spouse.
(11) Includes 3,612 shares of Common Stock held individually by Mr. Guise; 1,062
shares of Common Stock held jointly with his spouse; and 540 shares of
Common Stock held individually by his spouse.
(12) Includes 6,096 shares of Common Stock held individually by Mr. Guise and
600 shares of Common Stock held individually by his spouse.
(13) Includes 6,228 shares of Common Stock held individually by Mr. Hankey and
12,922 shares of Common Stock held jointly with his spouse.
-4-
<PAGE>
(14) Includes 4,494 shares of Common Stock held individually by Mr. Jones; 5,218
shares of Common Stock held individually by his spouse; and 76,912 shares
of Common Stock held by Times and News Publishing Company of which Mr.
Jones and his spouse own 56.74%.
(15) The shares of Common Stock beneficially owned by Mr. Lau are held jointly
with his spouse.
(16) Includes 1,072 shares of Common Stock held individually by Mr. Lower and
42,106 shares of Common Stock held by William B. Lower, Trustee of William
B. Lower, Sr. Revocable Trust.
(17) The shares of Common Stock beneficially owned by Mr. Pitzer are held
jointly with his spouse.
(18) Includes 22,128 shares of Common Stock held jointly by Mr. Raffensperger
and his spouse and 2,436 shares of Common Stock held individually by his
spouse.
(19) Includes 21,058 shares of Common Stock held individually by Mr. Ritter and
4,200 shares of Common Stock are held by Mr. Ritter as custodian for his
grandchildren.
(20) These shares of Common Stock beneficially owned by Mr. Sandoe are held
jointly with his spouse.
(21) Includes 700 shares of Common Stock held jointly by Mrs. Schultz and her
spouse and 1,250 shares of Common Stock held jointly by her spouse and his
mother.
(22) Includes 5,532 shares of Common Stock held individually by Mr. Snyder, and
276 shares of Common Stock held jointly with his spouse.
(23) The shares of Common Stock beneficially owned by Mr. Tyson are held jointly
with his spouse.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide that the Board of
Directors shall consist of not less than five (5) nor more than twenty-five (25)
shareholders, the exact number to be fixed and determined from time to time by
resolution of a majority of the shareholders at any annual or special meeting
thereof. The Bylaws of the Corporation provide that each Director of the
Corporation must be a shareholder of the Corporation and, during the full term
of his or her directorship, shall own a minimum of One Thousand Dollars
($1,000.00) par value of stock of the Corporation.
-5-
<PAGE>
The Articles of Incorporation of the Corporation also provide that the
directors shall be divided into three classes as nearly equal in number as
possible, known as Class 1, consisting of not more than eight (8) Directors;
Class 2, consisting of not more than eight (8) Directors; and Class 3,
consisting of not more than nine (9) Directors. As of the date of this Proxy
Statement, Class 1 consists of five Directors elected for a three-year term
expiring in 1995; Class 2 consists of seven Directors elected for a three-year
term expiring in 1997, and Class 3 consists of eight Directors elected for a
three-year term expiring in 1996.
A proposal will be offered at the Annual Meeting of Shareholders to fix the
number of shareholders to be elected at five (5) and a proposal for the election
of nominees for Class 1 Directors of the Corporation to serve for a three-year
term expiring in 1998. The affirmative vote of a majority of the shareholders
represented in person or by proxy at the annual meeting is required to approve
each of these proposals.
Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the proposal to fix the number of shareholders to be
elected at five (5) and for the election of the five nominees named below. If
any nominee should become unavailable for any reason, Proxies will be voted in
favor of a substitute nominee as the Board of Directors of the Corporation shall
determine. The Board of Directors has no reason to believe that the nominees
named will be unable to serve, if elected. Any vacancy occurring on the Board
of Directors of the Corporation for any reason may be filled by a majority of
the directors then in office until the expiration of the term of the vacancy.
There is no cumulative voting for the election of directors. Each share of
Common Stock is entitled to cast only one vote for each nominee. For example,
if a shareholder owns ten shares of Common Stock, he or she may cast up to ten
votes for each of the directors in the class to be elected.
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
executive officers, nominees for Class 1 Director whose term expires in 1998 and
the Current Class 1 Directors whose term expires in 1995, and the Class 3
Directors and Class 2 Directors whose terms expire in 1996 and 1997,
respectively:
-6-
<PAGE>
<TABLE>
<CAPTION>
Age as of Principal Occupation for Director Since
March 1, Past Five Years and Position Corporation/
Name 1995 Held with Corporation and Bank Bank
- --------------------------- ---------------- ---------------------------------- --------------
<S> <C> <C> <C>
</TABLE>
NOMINEES FOR CLASS 1 DIRECTORS
WHOSE TERM EXPIRES IN 1998 AND
CURRENT CLASS 1 DIRECTORS
WHOSE TERM EXPIRES IN 1995
--------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Philip P. Asper 46 Building Contractor 1988/1988
C. F. Ditzler(3)(4) 81 Home Builder 1982/1949
D. Richard Guise(1)(3) 61 President, Adams County 1988/1988
Motors automobile dealer
Ronald L. Hankey(6) 54 President and Chief Executive 1982/1975
Officer of the Corporation
and Bank
Marian B. Schultz(2)(5) 45 Assistant Dean - Division of 1992/1992
Undeclared Majors -
Shippensburg University
</TABLE>
CLASS 3 DIRECTORS
WHOSE TERM EXPIRES IN 1996
--------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Robert G. Bigham(2)(3) 50 Partner, law firm of 1982/1971
Bigham & Raffensperger
Guy F. Donaldson 63 Fruit Grower 1982/1981
Frank Elsner, Jr.(2)(3)(4) 67 Chairman and Chief 1982/1974
Executive Officer, Elsner
Engineering Works, Inc.,
designer and manufacturer
of special machinery
Philip M. Jones(4) 77 President, Times and News 1982/1979
Publishing Company
William B. Lower(3) 65 President, Boyer 1982/1974
Nurseries & Orchards, Inc.
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Ralph S. Sandoe(4) 67 Fruit broker 1987/1982
L. Robert Snyder(4) 70 President, Littlestown 1982/1979
Hardware & Foundry Co., Inc
Ralph W. Tyson(3) 80 Fruit grower 1987/1964
</TABLE>
CLASS 2 DIRECTORS
WHOSE TERM EXPIRES IN 1997
--------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Richard L. Galusha 73 Realtor 1987/1962
J. Glenn Guise(1)(3) 84 Chairman, Adams County 1982/1952
Motors Corporation,
automobile dealer
Jennifer W. Hartman 47 Director of Gettysburg Center 1992/1992
(2)(3)(4) of Harrisburg Area
Community College
Wayne E. Lau(2)(5) 59 Sales Representative, 1987/1992
Destinations,travel agency
Paul G. Pitzer(3) 76 Fruit Grower 1992/1967
S. M. Raffensperger(4) 70 Partner, law firm of 1982/1955
Bigham & Raffensperger
Charles E. Ritter(2)(3) 83 Retired Shoe Manufacturer 1982/1955
</TABLE>
- -------------------
(1) J. Glenn Guise is the father of D. Richard Guise.
(2) Member of the Bank's Audit Committee. The functions of this committee
include: periodic meetings with the Bank's Internal Auditors; periodic
reviews of the procedures of the Bank's Internal Auditing Division and the
information obtained by that Division; reviewing the results of the audit
by the independent certified public accountants; and recommending the
engagement and continuation of the certified public accountants for the
Corporation and the Bank. The Committee held four (4) meetings in 1994.
(3) Member of the Personnel Committee. This Committee also performs the
functions of a compensation committee. This Committee reviews the salary
structure and the fringe benefit programs for all employees at least
annually and makes
-8-
<PAGE>
recommendations to the Board of Directors concerning these matters. The
Committee held three (3) meetings in 1994.
(4) Member of the Trust Committee. This Committee reviews the policies and
procedures of the Trust Department and reviews the individual accounts
held within the Trust Department. The Committee held nine (9) meetings in
1994.
(5) Member of the Community Reinvestment Act Committee. This Committee
monitors compliance with the Community Reinvestment Act requirements and
regulations. The Committee held five (5) meetings in 1994.
(6) Mr. Ronald L. Hankey is an ex-officio Member of all the committees, except
the Audit Committee which membership consists solely of outside directors.
During 1994, the Corporation and the Bank's Board of Directors held twenty-
five (25) meetings. Each of the Directors attended at least 75% of the combined
total number of meetings of the Corporation's and the Bank's Boards of Directors
and the committees of which he or she is a member, with the exception of Mr. L.
Robert Snyder.
The Board of Directors of the Corporation has at present no standing
committees. The Corporation does not have a compensation or a nominating
committee; however, the Bank has a Personnel Committee which functions as a
Compensation Committee. A shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director should submit
a proposal in writing to the Secretary of the Corporation in accordance with
Article II, Section 202 of the Corporation's Bylaws. Any shareholder who
intends to nominate any candidate for election to the Board of Directors must
notify the Secretary of the Corporation in writing not less than sixty (60) days
prior to the anniversary date of the immediately preceding annual meeting of
shareholders of the Corporation.
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for
services in all capacities to the Corporation for the fiscal years ended
December 31, 1994, 1993 and 1992 of those persons who were, at December 31,
1994, (i) Chief Executive Officer, and (ii) the other four most highly
compensated executive officers of the Corporation to the extent such persons'
total annual salary and bonus exceeded $100,000.
-9-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
- --------------------------------------------------------- ---------------------------------------------
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Name Annual Restricted All Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)(1)
- --------------------- ------- ---------- ------------ -------- ------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronald L. 1994 150,000 13,000 0 0 0 0 3,000
Hankey 1993 135,000 2,700 0 0 0 0 2,700
President and 1992 132,600 3,840 0 0 0 0 0
Chief Executive
Officer of the
Corporation and
the Bank
</TABLE>
- ---------------
(1) This represents amount contributed by Bank to a 401(k) Plan.
Retirement Plan
- ---------------
The employees of the Bank are covered under the Group Pension Plan for
Employees of Adams County National Bank (the "Plan"). The Plan, as amended from
time to time, is a defined benefit pension plan under the Employee Retirement
Income Security Act of 1974. The most recent amendment is effective November 1,
1989. The Plan is administered by Adams County National Bank as the Plan
Administrator and is primarily funded by a group annuity contract with Mutual
Life Insurance Company of New York, effective November 1, 1974, as amended.
-- -------
Amounts are set aside each year to fund the Plan on the basis of actuarial
calculations. The amount of contribution to a defined pension plan on behalf of
a specific employee cannot be separately or individually calculated. The total
pension expense for the Plan for 1994 was $266,000. The contribution made by
the Bank to the Plan in 1994 equalled $282,009. This contribution was
sufficient to meet the legal minimum funding requirements.
Each employee of the Bank who attains the age of 20 years and 6 months and
who completes six months of eligible service, whichever is later, becomes
eligible to participate in the Plan on the following anniversary of the Plan.
The Plan generally provides for a prospective benefit at the age of 65 years for
the employee's remaining lifetime with payments certain for five years,
calculated as follows: 1% of final average compensation below the applicable
Social Security Covered Compensation, and 1.3% of such earnings above the
Covered Compensation, the total being multiplied by years of credited service up
to a maximum of 45 years of credited service. The employee benefit accrued as
of
-10-
<PAGE>
October 31, 1989 shall be maintained as a minimum benefit. If an employee has
earned 30 or more years of credited service, he is eligible to retire at age 62
with no reduction applied to his benefit.
The following table shows for different final average compensation and for
different years of credited service, the annual benefits currently payable upon
retirement at age 65 by a participating employee:
ANNUAL RETIREMENT INCOME(1)
<TABLE>
<CAPTION>
Final
Average Years of Service
Compensation 15 25 35 45 or more
- ------------ ------- ------- ------- ----------
<S> <C> <C> <C> <C>
$ 50,000 $ 8,796 $14,661 $20,525 $ 26,389
75,000 13,671 22,786 32,900 41,014
100,000 18,546 30,911 43,275 55,639
125,000 23,421 39,036 54,650 70,264
150,000 28,296 47,161 66,025 84,889
175,000 33,171 55,286 77,400 99,514
200,000 38,046 63,411 88,775 112,221
</TABLE>
- ---------------
(1) Assumes normal retirement date (age 65) occurs in 1994. Actual benefits
may be slightly higher on account of benefits earned under the Plan prior
to recent amendment. Later retirement dates produce smaller retirement
benefits as Social Security Covered Compensation increases.
For 1994, the covered compensation, including only salary as reported above
in the Summary Compensation Table, for Mr. Hankey, President and Chief Executive
Officer, is $150,000. As of December 31, 1994, credited years of service under
the plan for Mr. Hankey was 37 years.
401(K) Plan
- -----------
The Bank maintains a defined contribution - profit sharing 401(K) Plan
effective on January 31, 1993 (the "Plan"). The Plan Sponsor and Plan
Administrator is Adams County National Bank. Ronald L. Hankey, President and
Chief Executive Officer of the Corporation and the Bank, and John W. Krichten,
Treasurer and Secretary of the Corporation and Vice President, Cashier and Chief
Financial Officer of the Bank, are the Plan Trustees. The Plan is subject to
certain laws and regulations pursuant to the Internal Revenue Code and
participants are entitled to certain rights and protection under the Employee
Retirement Income Security Act of 1974.
-11-
<PAGE>
To be eligible to become a participant in the Plan, an employee is required
to work six months and attain the age of 20 1/2. An eligible employee may elect
to contribute certain portions of salary and wages (other than bonuses), or
other direct remuneration to the Plan. Generally, eligible employees may not
contribute more than ten percent (10%) of such compensation. The Bank matches a
certain percentage of the employee contribution. In 1994, the Bank's
contribution equalled 100% of the employee's contribution up to a maximum of 2%
of annual salary. The Bank's contributions to the Plan for each participant
vest in six (6) years. The employee's contributions to the Plan vest
immediately.
Compensation of Directors
- -------------------------
Each Director of the Bank received $205 per meeting of the Board of
Directors attended and was permitted two paid absences. Members of the Board of
Directors who met periodically throughout the year with executive loan officers
of the Bank to review certain loans were paid on an hourly basis as follows:
$75.00 for each meeting of two hours or less; $100.00 for each meeting of over
two hours and less than four hours; and $150.00 for each meeting of four hours
or more. Each member of all of the committees of the Board of Directors of the
Bank received $75.00 per hour for each Committee meeting attended. In addition,
directors received seminar fees of $150.00 for half-day seminars and $300.00 for
full-day seminars, plus expenses if applicable.
In the aggregate, the Board of Directors of the Bank received $132,993.75
for all Board of Directors' meetings and committee meetings attended in 1994.
This amount includes all Directors fees paid to all individuals who served as
Directors in 1994. During 1994, the Board of Directors of the Corporation held
twenty-five (25) meetings. Directors received no remuneration for attendance at
these meetings of the Board of Directors of the Corporation.
Compensation Committee Interlocks and Insider Participation in Compensation
- ---------------------------------------------------------------------------
Decisions
- ---------
Ronald L. Hankey, President and Chief Executive Officer is an ex-officio
member of the Personnel Committee which also performs the functions of a
compensation committee. Mr. Hankey makes recommendations to the Personnel
Committee regarding merit raise increases for all employees based on a merit
appraisal in connection with recommendations provided by an outside consultant.
Merit reviews of Mr. Hankey, President and Chief Executive Officer of the
Corporation and the Bank, Mr. Krichten, Secretary and Treasurer of the
Corporation and Vice President, Cashier and Chief Financial Officer of the Bank,
and six other senior officers, are conducted by the Personnel Committee. Mr.
Hankey does not participate in conducting his review. The merit reviews are
then submitted to the entire Board of Directors to be voted upon in order to
establish compensation policies.
-12-
<PAGE>
Board Compensation Committee Report on Executive Compensation
- -------------------------------------------------------------
The Board of Directors of ACNB Corporation (the "Corporation") is
responsible for the governance of the Corporation and its wholly-owned
subsidiary, Adams County National Bank (the "Bank"). In fulfilling its
fiduciary duties, the Board of Directors acts in the best interests of the
Corporation's shareholders, customers and the communities served by the
Corporation and the Bank. To accomplish the strategic goals and objectives of
the Corporation, the Board of Directors engages competent persons who undertake
to accomplish these objectives with integrity and in a cost-effective manner.
The compensation of these individuals is part of the Board of Directors'
fulfillment of its duties to accomplish the Corporation's strategic mission.
The Bank provides compensation to the employees of the Bank. Corporation
employees receive no compensation.
The fundamental philosophy of the Bank's compensation program is to offer
competitive compensation opportunities for all employees based on the
individual's contribution and personal performance. The compensation program is
administered by a Personnel Committee comprised of eleven directors who are
listed below. The objectives of the Committee are to establish a fair
compensation policy to govern executive officers' base salaries and incentive
plans to attract and motivate competent and dedicated managers whose efforts
will enhance the products and services of the Bank, the results of which will be
improved profitability, increased dividends to the Corporation's shareholders
and subsequent appreciation in the market value of our shares.
The compensation of the Bank's top executives is reviewed and approved
annually by the Board of Directors. The top executives whose compensation is
determined by the Committee include the chief executive officer and seven other
executive officers. The Committee utilizes a Regional Financial Industry Salary
Survey which covers financial institutions in the Pennsylvania, Maryland,
Washington, D.C., and Virginia marketplace. The referenced survey includes more
institutions than are listed on the peer group performance chart.
The Board of Directors does not deem Section 162(m) of the Internal Revenue
Code (the "IRC") to be applicable to the Corporation at this time. The Board of
Directors intends to monitor the future application of Section 162(m) of the IRC
to the compensation paid to its executive officers and in the event that this
section becomes applicable, it is the intent of the Board of Directors to amend
the Corporation's and the Bank's compensation plans to preserve the
deductibility of the compensation payable under such plans.
CEO Compensation
- ----------------
The Board of Directors has determined that the CEO's 1994 compensation of
$163,000, approximately an eighteen percent (18%) increase in aggregate CEO
compensation is appropriate in light of the 1994 Corporation performance
accomplishments. There is no direct correlation between the CEO's compensation,
the CEO's increase in compensation and the Corporation's 1994 performance. The
CEO's
-13-
<PAGE>
compensation and the increase in such compensation are based on the Committee's
subjective determination after review of all information.
Executive Officers
- ------------------
The Board of Directors has established that the compensation of the Bank's
executive officers will increase by three and one-half percent (3.5%).
Compensation increases were determined by the Committee based on its subjective
analysis of the individual's contribution to the Bank's strategic goals and
objectives. The determination by the Committee is subjective after review of
all information it deems relevant.
In addition to base salary, executive officers of the Corporation and the
Bank may participate currently in the Bank's 401(k) Plan.
Total compensation opportunities available to the employees of the Bank are
influenced by general labor market conditions, the specific responsibilities of
the individual, and the individual's contributions to the Corporation's success.
Individuals are reviewed annually on a calendar year basis. The Bank strives to
offer compensation that is competitive with that offered by employers of
comparable size in our industry. Through these compensation policies, the
Corporation strives to meet its strategic goals and objectives to its
constituencies and provide compensation that is fair and meaningful to its
employees.
The foregoing report has been furnished by the Personnel Committee which
performs the functions of a compensation committee: Robert G. Bigham, C. F.
Ditzler, Frank Elsner, Jr., D. Richard Guise, J. Glenn Guise, Ronald L. Hankey
(ex-officio member), Jennifer W. Hartman, William B. Lower, Paul G. Pitzer,
Charles E. Ritter and Ralph W. Tyson.
SHAREHOLDER RETURN PERFORMANCE GRAPH
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on the Corporation's Common Stock against
the cumulative total return of the S&P 500 Stock Index and the Peer Group Index
for the period of five fiscal years commencing January 1, 1990 and ended
December 31, 1994. The shareholder return shown on the graph below is not
necessarily indicative of future performance.
-14-
<PAGE>
[COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN CHART
OF ACNB CORP. GOES HERE.]
NOTE: The peer group for which information appears above includes the
following companies: ACNB Corporation; CNB Financial Corporation; Drovers
Bancshares Corporation; First West Chester Corporation; Franklin Financial
Services Corp.; Hanover Bancorp, Inc.; Penn Security Bank & Trust Co.;
Penns Woods Bancorp, Inc.; PennRock Financial Services Corp.; and Sterling
Financial Group. These companies were selected based on four criteria:
total assets between $150 million and $625 million; market capitalization
greater than 30 million; headquarters located in Pennsylvania; and not
quoted on NASDAQ.
-15-
<PAGE>
CERTAIN TRANSACTIONS
There have been no material transactions between the Corporation and the
Bank, nor any material transactions proposed, with any director or executive
officer of the Corporation and the Bank, or any associate of the foregoing
persons. The Corporation and the Bank have had and intend to continue to have
banking and financial transactions in the ordinary course of business with
directors and officers of the Corporation and the Bank and their associates on
comparable terms and with similar interest rates as those prevailing from time
to time for other customers of the Corporation and the Bank.
S. M. Raffensperger and Robert G. Bigham are partners of the law firm of
Bigham & Raffensperger, which law firm has been retained by the Bank throughout
the past several years and will be retained during 1995. During 1994, the law
firm received from the Bank fees of approximately $95,779 for legal services
rendered to the Bank. Approximately, 46% of the legal fees paid pertained to
services rendered by the law firm for collection of delinquent loan accounts. A
substantial portion of the collection fees were recovered by the Bank in the
collection process.
Total loans outstanding from the Corporation and the Bank at December 31,
1994, to the Corporation's and the Bank's officers and directors as a group and
to members of their immediate families and companies in which they had an
ownership interest of 10% or more was $2,671,840, or approximately 5.49% of the
total equity capital of the Bank. Loans to such persons were made in the
ordinary course of business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features. The
aggregate amount of indebtedness outstanding as of the latest practicable date,
March 3, 1995, to the above described group was $2,682,075.
PRINCIPAL OFFICERS OF THE CORPORATION
The following table sets forth selected information about the principal
officers of the Corporation, each of whom is elected by the Board of Directors
and each of whom holds office at the discretion of the Board of Directors:
<TABLE>
<CAPTION>
Bank Age as of
Held Employee Number of Shares March 1,
Name and Position Since Since Beneficially Owned 1995
- ----------------------------- -------- --------- ------------------ ---------
<S> <C> <C> <C> <C>
Ronald L. Hankey - President 1982 1957 19,150 54
and Chief Executive Officer
</TABLE>
-16-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
John W. Krichten - 1982 1980 27,804(1) 48
Secretary and Treasurer
Lynda L. Glass - 1993 1984 64(2) 34
Assistant Secretary
</TABLE>
- ----------------
(1) Includes 3,120 shares of Common Stock held individually by Mr. Krichten;
24,002 shares of Common Stock held jointly with his spouse; and 682 shares
of Common Stock are held by Mr. Krichten as custodian for their children.
(2) The shares of Common Stock beneficially owned by Ms. Glass are held jointly
with her spouse.
SHAREHOLDER PROPOSAL: WITHHOLDING OF DIRECTOR FEES
FOR A NON-ATTENDANCE AT ANNUAL MEETING
The Corporation has been advised that Thomas P. Wolf, 33 Spring Trail,
Carroll Valley, Fairfield, Pennsylvania 17320, the beneficial owner of 1,072
shares of the Corporation's common stock will propose the following resolutions
at the Annual Meeting:
"No Director of the Corporation shall be paid a fee for attending the
Directors' Meeting which is held immediately following the Annual
Meeting of Shareholders, unless that Director has also attended the
Annual Meeting of Shareholders."
Supporting Statement
- --------------------
The rationale for this proposal is that Directors, as elected
representatives of the Shareholders, can best perform their duties if
they are aware of Shareholder opinions and concerns. The Annual
Meeting of Shareholders is the best and only opportunity Directors
have to formally meet with and hear from the Shareholders.
Since the Shareholders meeting allways immediately precedes the
Directors meeting, and since the Shareholders meeting normally lasts
less than an hour, this requirement does not constitute an
unreasonable burden on Directors.
It should be noted that historically approximately 50% of the
Directors have attended the Annual Meeting of Shareholders. This
proposal is aimed at having 100% of the Directors who attend the
Directors Meeting also attend the meeting of Shareholders immediately
preceding.
-17-
<PAGE>
The Recommendation of the Board of Directors
- --------------------------------------------
The members of the Corporation's Board of Directors recognize the
importance of attendance at Board meetings. During 1994, the Board met twenty-
five (25) times. With the exception of one director, each director attended at
least 75 percent of these meetings.
The purpose and intent of the proposal set forth above is unclear. This is
because, as explained above under "Executive Compensation-Compensation of
Directors", the Corporation pays the members of its Board of Directors nothing
for attendance at meetings of the Board. Moreover, the Corporation's annual
meetings typically include formal presentations by only a few of the members of
the Corporation's Board of Directors who serve in management capacities. The
other members of the Corporation's Board of Directors attend solely for the
purpose of observing the proceedings. Those that are not in attendance are
provided with detailed information concerning the points raised by shareholders
and others who attend. For these reasons, the Board of Directors believes that
the proposal, if adopted, would serve no purpose.
While the members of the Bank's Board of Directors receive compensation for
attendance at meetings of the Bank's Board of Directors, it is the long-standing
policy of the Bank to permit only two paid absences during the course of a year.
Because the Bank pays a relatively modest stipend for Board participation, the
adoption of a requirement to withhold the payment of fees to the Bank's Board of
Directors for non-attendance at the Corporation's annual meeting is believed to
be inappropriate and unnecessarily punitive.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
-------
INDEPENDENT AUDITORS
Harry Ness & Company, Certified Public Accountants, of York, Pennsylvania,
served as the Corporation's independent auditors for its 1994 fiscal year. The
Corporation has been advised by Harry Ness & Company that none of its members
has any financial interest in the Corporation. In addition to performing
customary audit services, Harry Ness & Company, assisted the Corporation and the
Bank with preparation of their federal and state tax returns, and provided
assistance in connection with regulatory matters, charging the Bank for such
services at its customary hourly billing rates. These non-audit services were
approved by the Corporation's and the Bank's Boards of Directors after due
consideration of the effect of the performance thereof on the independence of
the auditors and after the conclusion by the Corporation's and the Bank's Boards
of Directors that there was no effect on the independence of the auditors.
-18-
<PAGE>
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year ended
December 31, 1994 is enclosed with this Proxy Statement. A representative of
the Corporation will be available to respond to any appropriate questions
concerning the Annual Report presented by shareholders at the Annual Meeting.
SHAREHOLDER PROPOSAL SUBMISSIONS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's Proxy Statement for its 1996 Annual
Meeting of Shareholders must deliver such proposal in writing to the President
of ACNB Corporation at its principal executive offices, 675 Old Harrisburg Road,
Gettysburg, Pennsylvania 17325, not later than Wednesday, December 13, 1995.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their best judgment.
ADDITIONAL INFORMATION
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S REPORT
ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994, INCLUDING THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM RONALD
-- -------
L. HANKEY, PRESIDENT, ACNB CORPORATION, 675 OLD HARRISBURG ROAD, GETTYSBURG,
PENNSYLVANIA 17325.
44644
-19-
<PAGE>
ACNB CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 9, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert G. Bigham and
Jennifer W. Hartman and each or any of them, proxies of the undersigned, with
full power of substitution, to vote all of the shares of ACNB Corporation (the
"Corporation") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Corporation to be held at the Main Office of
Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, Pennsylvania
17325 on Tuesday, May 9, 1995 at 1:00 p.m., prevailing time, and at any
adjournment or postponement thereof as follows:
1. PROPOSAL TO FIX THE NUMBER OF SHAREHOLDERS TO BE ELECTED AS A CLASS 1
DIRECTOR AT FIVE (5).
FOR AGAINST ABSTAIN
--- --- ---
The Board of Directors recommends a vote FOR this proposal.
- ----------------------------------------------------------------------------
2. ELECTION OF CLASS 1 DIRECTORS TO SERVE FOR A THREE-YEAR TERM
Philip P. Asper, C. F. Ditzler, D. Richard Guise,
Ronald L. Hankey, Marian B. Schultz
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed above (except to vote for all
as marked to the nominees listed
contrary below) above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
- -----------------------------------------------------------------------------
3. SHAREHOLDER PROPOSAL TO WITHHOLD DIRECTOR FEES FOR NON-ATTENDANCE AT BOARD
OF DIRECTOR MEETINGS.
FOR AGAINST ABSTAIN
--- --- ---
The Board of Directors recommends a vote AGAINST this proposal.
- -----------------------------------------------------------------------------
<PAGE>
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE, FOR PROPOSAL 1, AND AGAINST PROPOSAL 3.
Dated: , 1995
---------------------------
----------------------------------------
----------------------------------------
Signature(s) (Seal)
Number of Shares Held of
Record on March 1,
1995
------------------
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD
SIGN.
