SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
/X/ Filed by the Registrant
/ / 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 Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
ACNB CORPORATION
_________________________________________________________________
(Name of Registrant as Specified in Its Charter)
[INSERT NAME OF FILER WHEN APPLICABLE]
_________________________________________________________________
(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 O-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 O-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 O-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:
_________________________________________________________________
<PAGE>
(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 O-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:
_________________________________________________________________
<PAGE>
ACNB CORPORATION
675 Old Harrisburg Road
Gettysburg, Pennsylvania 17325
(717) 334-3161
April 10, 1996
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 7,
1996 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 3 Directors
at eight (8) and the election of eight (8) Class 3 Directors for
a three (3) year term. 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-paid 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,
/s/ Ronald L. Hankey
___________________________________
Ronald L. Hankey
President and
Chief Executive Officer
<PAGE>
ACNB CORPORATION
_______________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996
_______________________________
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 7, 1996 at the
Main Office of Adams County National Bank, 675 Old Harrisburg
Road, Gettysburg, Pennsylvania 17325, for the following purposes:
1. To fix the number of shareholders to be elected as
Class 3 Directors at eight (8);
2. To elect eight (8) Class 3 Directors to serve for a
three (3) year term expiring in 1999 and until their successors
are elected and qualified; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement
thereof.
In accordance with the Bylaws of the Corporation and action
of the Board of Directors, only those shareholders of record at
the close of business on March 1, 1996 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, 1995 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,
/s/ Ronald L. Hankey
___________________________________
Ronald L. Hankey
President and
Chief Executive Officer
April 10, 1996
<PAGE>
ACNB CORPORATION
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 7, 1996
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 7, 1996 at 1:00 p.m.,
prevailing time, at the Main Office of Adams County National
Bank, 675 Old 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 10, 1996.
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 Class 3 Directors
at eight (8) and FOR the election of the nominees for Class 3
Director named below. 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, 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.
- 1 -
<PAGE>
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, 1996, the Corporation
had issued and outstanding 5,307,756 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, 1996 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 Bylaws 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 as Class 3 Directors at eight (8).
Abstentions and broker non-votes are not votes cast and,
therefore, do not count either for or against the proposal.
Abstentions and broker non-votes, however, have the practical
effect of reducing the number of affirmative votes required to
achieve a majority for such matter by reducing the total number
of shares voted for which the required majority is calculated.
Assuming the presence of a quorum, the eight (8) nominees
for director receiving the highest number of votes cast by
shareholders entitled to vote for the election of directors shall
be elected as Class 3 Directors. 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, 1996, 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 5 percent of
the Corporation's outstanding Common Stock.
Beneficial Ownership by Officers, Directors and Nominees
________________________________________________________
The following table sets forth as of March 1, 1996, 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<F1><F2> of Class<F3>
____________________ ____________________________ ____________
<S> <C> <C>
Philip P. Asper<F4> 5,234<F7> --
Robert G. Bigham<F6> 4,190<F8> --
C. F. Ditzler<F4> 35,596<F9> --
Guy F. Donaldson<F6> 2,890 --
Frank Elsner, Jr.<F6> 11,318<F10> --
Richard L. Galusha<F5> 8,210 --
D. Richard Guise<F4> 5,336<F11> --
J. Glenn Guise<F5> 6,696<F12> --
Ronald L. Hankey<F4> 19,150<F13> --
Jennifer W. Hartman<F5> 600 --
Philip M. Jones<F6> 89,424<F14> 1.67%
Wayne E. Lau<F5> 4,112<F15> --
William B. Lower<F6> 43,528<F16> --
Paul G. Pitzer<F5> 7,500<F17> --
Charles E. Ritter<F5> 25,258<F18> --
Ralph S. Sandoe<F6> 9,020<F19> --
Marian B. Schultz<F4> 1,950<F20> --
L. Robert Snyder<F6> 5,808<F21> --
Ralph W. Tyson<F6> 13,520<F22> --
All Principal Officers, 327,208 6.16%
Directors and Nominees
as a Group (21 persons
in total)
_______________
<FN>
<F1> 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
- 3 -
<PAGE>
has the right to acquire beneficial ownership within 60 days
after March 1, 1996. Beneficial ownership may be disclaimed as
to certain of the securities.
<F2> Information furnished by the directors and the
Corporation.
<F3> Less than 1 percent unless otherwise indicated.
<F4> A Class 1 Director whose term expires in 1998.
<F5> A Class 2 Director whose term expires in 1997.
<F6> A Nominee for Class 3 Director whose term expires in
1999 and a Current Class 3 Director whose term expires in 1996.
<F7> The shares of Common Stock beneficially owned by Mr.
Asper are held jointly with his spouse.
<F8> Includes 2,170 shares of Common Stock held individually
by Mr. Bigham and 2,020 shares of Common Stock held by Mr. Bigham
as custodian for his children.
<F9> Includes 34,864 shares of Common Stock held
individually by Mr. Ditzler and 732 shares of Common Stock held
jointly with his spouse.
<F10> The shares of Common Stock beneficially owned by Mr.
Elsner are held jointly with his spouse.
<F11> Includes 3,612 shares of Common Stock held individually
by Mr. Guise; 1,184 shares of Common Stock held jointly with his
spouse; and 540 shares of Common Stock held individually by his
spouse.
<F12> Includes 6,096 shares of Common Stock held individually
by Mr. Guise and 600 shares of Common Stock held individually by
his spouse.
<F13> Includes 6,228 shares of Common Stock held individually
by Mr. Hankey and 12,922 shares of Common Stock held jointly with
his spouse.
<F14> Includes 6,794 shares of Common Stock held individually
by Mr. Jones; 5,218 shares of Common Stock held individually by
his spouse; and 77,412 shares of Common Stock held by Times and
News Publishing Company of which Mr. Jones and his spouse own
56.74 percent.
<F15> The shares of Common Stock beneficially owned by Mr.
Lau are held jointly with his spouse.
<F16> Includes 1,072 shares of Common Stock held individually
by Mr. Lower and 42,456 shares of Common Stock held by William B.
Lower, Trustee of William B. Lower, Sr. Revocable Trust.
- 4 -
<PAGE>
<F17> The shares of Common Stock beneficially owned by Mr.
Pitzer are held jointly with his spouse.
<F18> 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.
<F19> Includes 800 shares of Common Stock held individually
by Mr. Sandoe and 8,220 shares of Common Stock held jointly with
his spouse.
<F20> 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.
<F21> Includes 5,532 shares of Common Stock held individually
by Mr. Snyder and 276 shares of Common Stock held jointly with
his spouse.
<F22> Includes 200 shares of Common Stock held individually
by Mr. Tyson and 13,320 shares of Common Stock held jointly with
his spouse.
</FN>
</TABLE>
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.
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. As of the date of this Proxy
Statement, Class 1 consists of five (5) Directors elected for a
three-year term expiring in 1998; Class 2 consists of six (6)
Directors elected for a three-year term expiring in 1997, and
Class 3 consists of eight (8) 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 as
Class 3 Directors at eight (8) and a proposal for the election of
nominees for Class 3 Directors of the Corporation to serve for a
three-year term expiring in 1999. 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 as Class 3 Directors at eight (8) and
for the election of the eight (8) nominees for Class 3 Director
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
- 5 -
<PAGE>
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 3 Director
whose term expires in 1999 and the Current Class 3 Directors
whose term expires in 1996, and the Class 2 Directors and Class 1
Directors whose terms expire in 1997 and 1998, respectively:
<TABLE>
<CAPTION>
Principal Occupation
Age as of for Past Five Years Director Since
March 1, and Position Held with Corporation/
Name 1996 Corporation and Bank Bank
____ ____ ____________________ ____
<S> <C> <C> <C>
NOMINEES FOR CLASS
3 DIRECTORS WHOSE
TERM EXPIRES IN 1999
AND CURRENT CLASS
3 DIRECTORS WHOSE
TERM EXPIRES IN 1996
__________________________
Robert G. Bigham 51 Partner, law firm of 1982/1971
<F2><F3> Bigham & Raffensperger
Guy F. Donaldson 64 Fruit Grower 1982/1981
Frank Elsner, Jr. 68 Chairman, Elsner 1982/1974
<F2><F3> Engineering Works, Inc.,
designer and manufacturer
of special machinery
Philip M. Jones 78 CEO, Times and News 1982/1979
<F4> Publishing Company
- 6 -
<PAGE>
William B. Lower 66 President, Boyer 1982/1974
<F3> Nurseries & Orchards,
Inc.
Ralph S. Sandoe 68 Fruit Broker 1987/1982
<F4>
L. Robert Snyder 71 Chairman of the Board 1982/1979
<F4> and President,
Littlestown Hardware
& Foundry Co., Inc.
Ralph W. Tyson 81 Fruit Grower 1987/1964
<F3>
CLASS 2 DIRECTORS
WHOSE TERM EXPIRES
IN 1997<F7>
__________________
Richard L. Galusha 74 Realtor 1987/1962
J. Glenn Guise 85 Chairman, Adams County 1982/1952
<F1><F3> Motors Corporation,
automobile dealer
Jennifer W. Hartman 48 Director of Gettysburg 1992/1992
<F2><F3> Center of Harrisburg Area
Community College
Wayne E. Lau 60 Sales Representative, 1987/1987
<F2><F5> Destinations, travel
agency
Paul G. Pitzer 77 Fruit Grower 1992/1967
<F3><F4>
Charles E. Ritter 84 Retired Shoe 1982/1955
<F2><F3> Manufacturer
CLASS 1 DIRECTORS
WHOSE TERM EXPIRES
IN 1998
__________________
Philip P. Asper 47 Building Contractor 1988/1988
C. F. Ditzler 82 Home Builder 1982/1949
<F3><F4>
D. Richard Guise 62 President, Adams County 1988/1988
<F1><F3><F4> Motors Corporation,
automobile dealer
Ronald L. Hankey 55 President and Chief 1982/1975
<F6> Executive Officer of the
Corporation and Bank
- 7 -
<PAGE>
Marian B. Schultz 46 Assistant Dean - 1992/1992
<F2><F5> Division of Undeclared
Majors - Shippensburg
University
_______________
<FN>
<F1> J. Glenn Guise is the father of D. Richard Guise.
<F2> 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 three (3) meetings
in 1995.
<F3> 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
recommendations to the Board of Directors concerning these
matters. The Committee held four (4) meetings in 1995.
<F4> 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 ten (10) meetings in 1995.
<F5> Member of the Community Reinvestment Act Committee. This
Committee monitors compliance with the Community Reinvestment Act
requirements and regulations. This Committee did not meet in
1995.
<F6> Mr. Ronald L. Hankey is an ex-officio Member of all the
committees, except the Audit Committee which membership consists
solely of outside directors.
<F7> Mr. S.M. Raffensperger, a Class 2 Director, passed away on
January 16, 1996.
</FN>
</TABLE>
During 1995, the Corporation's and the Bank's Board of
Directors held twenty-six (26) meetings. Each of the Directors
attended at least 75 percent 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. Ralph W. Tyson.
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
- 8 -
<PAGE>
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, 1995, 1994 and 1993 of
those persons who were, at December 31, 1995, (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 $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
(a) (b) (c) (d) (e)
Other
Name Annual
and Compen-
Principal Salary Bonus sation
Position Year ($) ($) ($)
<S> <C> <C> <C> <C>
Ronald L. 1995 160,840 3,105 0
Hankey 1994 155,330 13,000 0
President and 1993 140,070 2,700 0
Chief Executive
Officer of the
Corporation
and the Bank
<CAPTION>
Long-Term Compensation
Awards Payouts
(a) (f) (g) (h) (i)
All
Name Restricted Other
and Stock Options/ LTIP Compen-
Principal Award(s) SARs Payouts sation
Position ($) (#) ($) ($)<F1>
<S> <C> <C> <C> <C>
Ronald L. 0 0 0 3,105
Hankey 0 0 0 3,000
President and 0 0 0 2,700
Chief Executive
Officer of the
Corporation
and the Bank
_______________
<FN>
<F1> This represents amount contributed by Bank to 401(k) Plan.
</FN>
</TABLE>
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 as
of 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 1995 was $277,050. The contribution made by the
Bank to the Plan in 1995 equalled $299,636. 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
- 9 -
<PAGE>
benefit at the age of 65 years for the employee's remaining
lifetime with payments certain for five years, calculated as
follows: 1 percent of final average compensation below the
applicable Social Security Covered Compensation, and 1.3 percent
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
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:
<TABLE>
<CAPTION>
Annual Retirement Income<F1>
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
_______________
<FN>
<F1> Assumes normal retirement date (age 65) occurs in 1995.
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.
</FN>
</TABLE>
For 1995, the covered compensation, as reported above in the
Summary Compensation Table, for Mr. Hankey, President and Chief
Executive Officer, is $155,250; the covered compensation includes
salary only and not director's fees paid to Mr. Hankey. As of
December 31, 1995, credited years of service under the Plan for
Mr. Hankey was thirty-eight (38) 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, Secretary and
Treasurer of the Corporation and Senior 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.
<PAGE>
- 10 -
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 10 percent of such compensation.
The Bank matches a certain percentage of the employee
contribution. In 1995, the Bank's contribution equalled 100
percent of the employee's contribution up to a maximum of 2
percent 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 $215 per meeting of the
Board of Directors attended and $75.00 per hour for each
committee meeting attended with a minimum of $75.00. 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. 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 $134,968.75 for all Board of Directors' meetings and
committee meetings attended in 1995. This amount includes all
Directors fees paid to all individuals who served as Directors in
1995. During 1995, the Board of Directors of the Corporation
held twenty-six (26) 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 Senior Vice
President, Cashier and Chief Financial Officer of the Bank, and
seven 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.
Board Compensation Committee Report on Executive Compensation
_____________________________________________________________
The Board of Directors of 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-
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<PAGE>
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 eight 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 1995
base salary of $155,250, approximately a 3.5 percent increase in
base salary, combined with a $3,105 bonus, is appropriate in
light of the 1995 Corporation performance accomplishments. There
is no direct correlation between the CEO's compensation, the
CEO's increase in compensation and the Corporation's 1995
performance. The CEO's compensation and the increase in the
CEO's base salary 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 3.5 percent.
Compensation increases were determined by the Committee based on
its subjective analysis after review of all information that it
deemed 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
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<PAGE>
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
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, 1991 and ended December 31,
1995. The shareholder return shown on the graph below is not
necessarily indicative of future performance.
- 13 -
<PAGE>
[PERFORMANCE GRAPH OMITTED.]
[Following is a description of the performance graph in a tabular
format.]
1990 1991 1992 1993 1994 1995
Peer Group Index 100.00 99.23 123.78 178.40 215.89 228.94
ACNB Corp. 100.00 115.06 156.89 229.28 178.72 223.30
S&P 500 Index 100.00 126.31 131.95 141.25 139.08 186.52
NOTE: The peer group for which information appears above
includes the following companies: ACNB Corporation; CNB
Financial Corporation; Citizens & Northern 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 $200
million and $700 million; market capitalization between $15
million and $170 million; headquarters located in Pennsylvania;
and not quoted on NASDAQ.
- 14 -
<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.
Robert G. Bigham is a partner 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
1996. During 1995, the law firm received from the Bank fees of
approximately $77,889 for legal services rendered to the Bank.
Approximately 36 percent of the legal fees paid pertained to
services rendered by the law firm for collection of delinquent
loan accounts. A substantial portion of these fees were
recovered by the Bank in the collection process.
Total loans outstanding from the Corporation and the Bank at
December 31, 1995, 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 percent or more was $3,831,642, or approximately 7.4 percent
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 1, 1996, to the above
described group was approximately $4,320,237.
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 Number of Age as of
Name and Held Employee Shares Bene- March 1,
Position Since Since ficially Owned 1996
<S> <C> <C> <C> <C>
Ronald L. Hankey - 1982 1957 19,150 55
President and Chief
Executive Officer
John W. Krichten - 1982 1980 27,804<F1> 49
Secretary and
Treasurer
- 15 -
<PAGE>
Lynda L. Glass - 1993 1984 64<F2> 35
Assistant Secretary
_______________
<FN>
<F1> 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.
<F2> The shares of Common Stock beneficially owned by Ms. Glass
are held jointly with her spouse.
</FN>
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and
persons who own more than 10 percent of the registered class of
the Corporation's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10
percent shareholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it or written representations from certain reporting
persons that no Forms 5 were required for those persons, the
Corporation believes that during the period January 1, 1995
through December 31, 1995, its officers and directors were in
compliance with all filing requirements applicable to them.
INDEPENDENT AUDITORS
Harry Ness & Company, Certified Public Accountants, of York,
Pennsylvania, served as the Corporation's independent auditors
for its 1995 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. The Board of
Directors has engaged Harry Ness & Company as the Corporation's
independent auditors for the fiscal year ending December 31,
1996.
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<PAGE>
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal
year ended December 31, 1995 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 1997 Annual Meeting of
Shareholders must deliver such proposal in writing to the
President and Chief Executive Officer of ACNB Corporation at its
principal executive offices, 675 Old Harrisburg Road, Gettysburg,
Pennsylvania 17325, not later than Thursday, December 12, 1996.
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, 1995, 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 AND CHIEF EXECUTIVE
OFFICER, ACNB CORPORATION, 675 OLD HARRISBURG ROAD, GETTYSBURG,
PENNSYLVANIA 17325.
- 17 -
<PAGE>
ACNB CORPORATION
PROXY
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints D. Richard
Guise 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 7, 1996 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
CLASS 3 DIRECTORS AT EIGHT (8).
[ ] For [ ] Against [ ] Abstain
The Board of Directors recommends a vote FOR this proposal.
_________________________________________________________________
2. ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM
Robert G. Bigham, Guy F. Donaldson, Frank Elsner, Jr.,
Philip M. Jones, William B. Lower, Ralph S. Sandoe, L.
Robert Snyder, Ralph W. Tyson
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, MARK "FOR ALL EXCEPT" AND WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
_________________________________________________________________
3. 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 AND FOR PROPOSAL 1.
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.
Please be sure to sign and date this Proxy in Date_________________
the box below.
-----------------------------------------------
Shareholder sign above
-----------------------------------------------
Coholder (if any) sign above
Detach above card, sign, date and mail in postage-paid envelope provided.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
