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 Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
/240.14a-11(c) or /240.14a-12
BT FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
BT FINANCIAL 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)
or 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:
___________________________________________
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 No.:
____________________________________________
3) Filing Party:
____________________________________________
4) Date Filed:
____________________________________________
<PAGE>
BT FINANCIAL CORPORATION
551 Main Street
Johnstown, Pennsylvania 15901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
Notice is hereby given that the Annual Meeting of
Shareholders of BT Financial Corporation will be held at the
offices of the Corporation, 532-534 Main Street, Johnstown,
Pennsylvania, on Tuesday, May 14, 1996, at 3:00 p.m., E.D.S.T.,
for the following purposes:
1) To elect three directors of the class whose terms will
expire with the 2000 Annual Meeting; and
2) To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has established the close of business
on March 29, 1996, as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof.
ALL SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE
MEETING, ARE URGED TO COMPLETE AND SIGN THE ACCOMPANYING PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
By Order of the Board of Directors
/s/ Laura L. Roth
Laura L. Roth
Secretary
April 3, 1996
PROXY STATEMENT
for
Annual Meeting of Shareholders
of
BT FINANCIAL CORPORATION
GENERAL INFORMATION
This Proxy Statement is being mailed on or about April 3,
1996 in connection with the solicitation of the enclosed form of
Proxy by the Board of Directors of BT Financial Corporation (the
"Corporation") for use at the Annual Meeting of Shareholders of
the Corporation to be held on Tuesday, May 14, 1996, and at any
adjournment or adjournments thereof.
Shareholders of record at the close of business on March 29,
1996 will be entitled to vote at the Annual Meeting. On that
date, there were outstanding 3,826,581 shares of the
Corporation's Common Stock, each of which is entitled to one
vote. The shareholders of the Corporation do not vote
cumulatively in the election of directors.
The enclosed form of Proxy indicates the number of full
shares registered in the shareholder's name. It does not include
any shares held for participants in the Dividend Reinvestment
Plan. Full shares held for such participants will be voted by
the Administrator of the Dividend Reinvestment Plan in accordance
with the participant's completed proxy.
Shares may be voted by shareholders in person or by Proxy.
Any person giving a Proxy may revoke it, at any time before it is
voted, by giving written notice to the Secretary of the
Corporation. The presence at the Annual Meeting of a shareholder
who has signed a Proxy does not itself revoke that Proxy.
The Corporation is a Pennsylvania business corporation and
is registered with the Federal Reserve Board as a bank holding
company. Its principal subsidiaries are Johnstown Bank and Trust
Company ("Bank and Trust"), Laurel Bank ("Laurel") and Fayette
Bank ("Fayette"), which are Pennsylvania-chartered bank and trust
companies (the "Banks"), and BT Management Trust Company, a
Pennsylvania-chartered trust company (the "Trust Company"). Such
subsidiaries are referred to herein as "Affiliates".
All expenses of this solicitation, including the cost of
mailing, will be borne by the Corporation. The Corporation will
not pay any compensation for the solicitation of Proxies, but
upon request will reimburse banks, brokers, and other nominees,
fiduciaries and custodians for their reasonable expenses incurred
in sending these Proxy materials to beneficial owners and
obtaining their instructions. In addition, Proxies may be
solicited by directors, officers and management personnel of the
Corporation and its subsidiaries, but no additional compensation
will be paid by the Corporation to such individuals for such
solicitations. Solicitations may be made by mail, telephone,
telegraph or in person.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation provide
that the Board of Directors shall be divided into four classes.
The directors of each class serve for a term of four years, and
at each Annual Meeting the shareholders elect the successors to
the directors of the class whose terms expire at the time of such
Annual Meeting. In addition, the shareholders at the Annual
Meeting elect directors to fill any vacancies in the Board of
Directors, including vacancies which have been filled on an
interim basis by the directors.
At the forthcoming Annual Meeting, the shareholders will
elect three directors for the class whose terms expire in 1996,
to serve until the 2000 Annual Meeting and until their respective
successors are duly elected and qualified.
It is intended that shares represented by the enclosed form
of Proxy will be voted for the election of the nominees
identified below, unless authority to so vote is withheld. All
nominees have agreed and are expected to serve if elected; but if
any of them becomes unable to serve for any reason, the persons
appointed in the enclosed Proxy may vote for any sub-stitute or
substitutes nominated by the Board of Directors
The Corporation is organized under the laws of the
Commonwealth of Pennsylvania. Pursuant to the provisions of the
Pennsylvania Business Corporation Law of 1988, as amended, the
affirmative vote of a plurality of the votes cast at an annual
meeting of a corporation is required to elect the directors of
that corporation. Accordingly, abstentions and broker non-votes
have no effect on the outcome of the election of directors.
The following table sets forth certain information about the
nominees for election as directors and about the continuing
directors of the Corporation. The information includes the
number of shares of the Corporation's Common Stock which each of
them owned beneficially as of February 16, 1996, and the
percentage which those shares represented of the Corporation's
total outstanding shares in any instance where the percentage
exceeded one percent. Each nominee or director has been engaged
in the principal occupation listed for five years or more, except
as otherwise indicated in the table. There are no family
relationships among the directors, nominees and executive
officers of the Corporation.
Director Shares
Name and Age Since Principal Occupation owned (e)
- ------------ --------- -------------------- ----------
I. NOMINEES FOR TERMS TO EXPIRE IN 2000:
Martin L. Bearer 1979(b) Owner, North Cambria Fuel 28,902
70 Co., mining, since 1971.
L. Robert Kimball 1979(b) Chairman and Chief Executive 14,342
73 Officer of L. Robert Kimball
& Associates, Inc., and Affili-
ates, consulting Engineers,
since 1995; President of L. Robert
Kimball & Associates,Inc., and
Affiliates, from 1953 to 1995.
Ethel J. Otrosina 1983(a) Retired. Executive Vice 6,731
70 President and Secretary of the
Corporation from 1983 to 1993
and of Bank and Trust from 1980
to 1993; Secretary and Assistant
Treasurer of the Trust Company
from 1990 to 1993.
II. CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1999:
Bruno DeGol 1977(b) Retired. Chairman of The DeGol 20,817
73 Organization, distributors of
building materials, from 1959
to 1987.
Louis G. Galliker 1978(a) President of Galliker Dairy 3,536
61 Company, dairy products since
1968.
Gerald W. Swatsworth 1970(a) Retired. Chairman and Chief 29,810
69 Executive Officer of the Corpora-
tion from 1992 to 1993; Chairman,
President and Chief Executive Officer
of the Corporation from 1984 to 1992;
Chairman of Bank and Trust from 1984
to 1993; Chief Executive Officer of
Bank and Trust from 1979 to 1993;
President of Bank and Trust from
1970 to 1985.
Rowland H. Tibbott, Jr. 1970(b) President and Chief 12,829
55 Executive Officer of Tibbott,
Inc., a pharmacy since 1966;
Partner in Laurel Wild and Free
Nature Shops since 1994; and
Partner in Laurel Hallmark Shops
holding company since 1983.
III. CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1998:
John H. Anderson 1993 Chairman and Chief Executive 2,042
45 Officer of the Corporation, since
1993; President and Chief
Executive Officer of the
Corporation from 1993 to 1995;
President and Chief Operating
Officer of the Corporation from
1992 to 1993; Vice Chairman of the
Corporation from 1991 to 1992;
Chairman of Bank and Trust since
1993; President of Bank and Trust
from 1990 to 1991.
Edward L. Mears 1983(b) Retired. Vice President of 27,434
68 Mears Enterprises, Inc., mining,
from 1980 to 1990; Partner in C&E
Farms since 1980;, Partner in Alle-
gheny Farm Service, Inc. since 1994.
Roger S. Nave 1981(a) Owner-operator of Suburban Real 25,549
66 Estate Company, real estate since
1963; President of DoNan, Inc., a
Real estate holding company since
1979.
IV. CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 1997:
William B. Kania 1989(c) Partner in Kania & Sharpe, CPAs 29,700
64 since 1991. Former Proprietor of
William B. Kania, CPA from 1988 to
1991; Professor of Business and
Economics at California University
Of Pennsylvania from 1961 to 1987.
Robert G. Salathe, Jr. 1991(c) Chairman and Chief Executive 4,790
66 Officer of Bedford Valley Petroleum
Corporation and Cumberland Petroleum
Corporation since 1987; Chairman and
President of LBS Corporation since 1988;
Chairman of RG's Food Shops, Inc. since
1990.
William R. Snoddy 1990(c) President of Coolspring Stone 8,270
58 Company since 1988; President of
Golden Eagle Construction, B&L
Trucking, Inc., and WRS Rentals, a
real estate rental company, since 1992;
Secretary-Treasurer of Golden Eagle
Construction from 1970 to 1992.
W. A. Thomas 1980(a) Retired. President and 6,259
65 director of Rockwood Holding
Company, Underwriters of work-
men's compensation insurance
from 1981 to 1988. Chairman of
Rockwood Insurance Company from
1983 to 1988.
(a) Includes service as a director of Bank and Trust before Bank
and Trust became a subsidiary of the Corporation on July 1, 1983.
(b) Includes service as a director of Laurel before Laurel
became a subsidiary of the Corporation on January 1, 1985.
(c) Includes service as a director of Bank and Trust.
(d) Includes service as a director of Fayette.
(e) Includes shares owned by immediate family (wife, minor
children and relatives sharing the same home) of the respective
persons. No percentages are shown as the amount held by each
person named in the table is less than one percent of the
outstanding Common Stock.
MEETINGS AND COMMITTEES
The Board of Directors of the Corporation met fourteen times
in 1995. During the year, each incumbent director names above
attended 75% or more of the aggregate number of: (i) the total
number of meetings of the Board of Directors of the Corporation
and (ii) the total number of meetings of the committees of the
Board of Directors of the Corporation on which he or she served,
except Mr. Salathe due to previous commitments.
The Executive Committee of the Corporation's Board of
Directors met twelve times in 1995. The Executive Committee
consists of John H. Anderson, Martin L. Bearer, William B. Kania,
L. Robert Kimball, Edward L. Mears, Ethel J. Otrosina, Robert G.
Salathe, Jr., Gerald W. Swatsworth, Committee Chairman, and W. A.
Thomas. The Executive Committee, when the Board of Directors is
not in session, possesses and exercises the power of the Board
except when action by the full Board is specifically required by
statute or the Corporation's By-Laws, and also except such duties
as are specifically withheld by the Board of Directors or
assigned to other committees. The Executive Committee also acts
as the Compensation Committee of the Board of Directors.
The Audit Committee of the Corporation's Board of Directors
met five times in 1995. The members of the Audit Committee are
Bruno DeGol, Louis G. Galliker, Committee Chairman, Roger S.
Nave, William R. Snoddy and Rowland H. Tibbott, Jr. The primary
responsibility of the Audit Committee is to supervise the
internal audit of the Corporation and its subsidiaries and to
determine that they maintain adequate internal controls and
procedures. The Audit Committee also reviews with the
independent public accountants the scope and results of their
annual examination.
The Corporation's Board of Directors does not at the present
time maintain a separate nominating committee or a separate
compensation committee.
DIRECTORS' COMPENSATION
Directors receive an annual retainer fee of $1,500, $525 for
attending each meeting of the Board of Directors of the
Corporation and $400 for attending each meeting of a committee of
the Board. As a director of any Affiliate, each director of the
Corporation also receives $350 for attending each meeting of such
Affiliate's board of directors and $250 for attending each
meeting of a committee of such Affiliate's board of directors.
Employees of the Corporation or any of the Affiliates receive no
compensation for their services as directors.
EXECUTIVE COMPENSATION
The following summary compensation table shows the
compensation paid by the Corporation and its Affiliates during
the three fiscal years ended December 31, 1993, 1994 and 1995 to
the Chief Executive Officer and the four most highly compensated
executive officers of the Corporation and its Affiliates whose
total annual salary and bonus exceeded $100,000 for the fiscal
year ended December 31, 1995:
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
- --------------------------------------------------------------
(a) (b) (c) (d) (e)
Other
Name and Year Annual
Principal Ended Salary 1-2 Bonus Compensation
Position December 31 ($) ($) ($)
- ----------- ----------- ---------- ------- -------------
5-J.H. Anderson 1995 $229,544 -- --
Chairman and Chief 1994 179,377 -- --
Executive Officer 1993 154,430 -- --
(from 10/2/95 to
present)
6-S.C. Ackmann 1995 $155,820 -- --
President and Chief 1994 134,509 -- --
Operating Officer 1993 126,134 -- --
(from 10/2/95 to
present)
C.J. Motter, Jr. 1995 $138,111 -- --
Vice Chairman 1994 132,490 -- --
1993 126,134 -- --
Kim Craig 1995 $125,395 -- --
President and Chief 1994 106,075 -- --
Operating Officer 1993 94,259 -- --
Trust Company
7-E.F. Rummel 1995 $118,583 -- --
President and Chief 1994 101,765 -- --
Operating Officer 1993 87,343 -- --
Bank and Trust
(from 10/2/95 to
present)
LONG TERM COMPENSATION
------------------------------
AWARDS PAYOUTS
-------------------- -------
(a) (f) (g) (h) (i) (j)
Securities All
Restricted Underlying Other 3
Stock Options/ LTIP Compensa-
Awards SARs Payouts tion Shares 4
Name ($) (#) ($) ($) Owned
- --------- --------- ---------- ------- -------- -------
J.H. Anderson -- -- -- $69,933 2,042
-- -- -- 35,002 750
-- -- -- 19,499 597
S.C. Ackmann -- -- -- $51,281 1,053
-- -- -- 31,877 510
-- -- -- 10,431 274
C.J. Motter, Jr. -- -- -- $28,758 5,787
-- -- -- 27,193 5,563
-- -- -- 17,733 5,176
Kim Craig -- -- -- $ 1,104 260
-- -- -- 174 241
-- -- -- 653 240
E.F. Rummel -- -- -- $ 2,525 806
-- -- -- 2,735 126
-- -- -- 4,056 122
1-Cash earned and received by executive officers.
2-The executive officers named in the table are furnished
automobiles (or automobile allowances), from which some personal
benefit may be derived. The aggregate cost of the automobiles
(or automobile allowances) does not exceed the lesser of $50,000
or 10% of the aggregate cash compensation paid to each executive
officer. Such costs are considered by the Corporation to be
ordinary, necessary and reasonable expenses in connection with
its business.
3-Cost to fund Supplemental Benefit Plans. The Corporation
presently funds the Supplemental Benefit Plans through the
purchase of life insurance and annuities.
4-Includes shares owned by immediate family (wife, minor children
and relatives sharing the same home) of the respective persons.
No percentages are shown as the amount held by each person named
in the table is less than one percent of the outstanding Common
Stock.
5-Mr. Anderson held the positions of Chairman, President and
Chief Executive Officer from 1993 to 1995.
6-Mr. Ackmann held the position of Vice Chairman from 1992 to
1995.
7-Mr. Rummel held the position of President and Chief Operating
Officer of Laurel Bank from 1991 to 1995.
SUPPLEMENTAL BENEFIT PLAN
Each of the Corporation, Bank and Trust, Laurel, Fayette and
Trust Company maintains separate but substantially idential
supplemental benefit plans covering designated senior officers of
the Corporation and the Affiliates (the "Supplemental Plans").
The Supplemental Plans became effective in 1994 and supersede all
prior supplemental benefit plans.
Under each Supplemental Plan, a supplemental retirement
benefit is payable to each Executive (as defined in the
Supplemental Plans) upon normal retirement after age 65 or in a
reduced amount if the Executive elects early retirement after age
55. The amount of the individual supplemental retirement benefit
payable to each Executive is calculated based upon the
Executive's annual base salary for a specified period preceding
the Executive's retirement, subject to certain adjustments for
payments under the Corporation's Employees Retirement Plan,
social security benefits and early retirement. If each Executive
remains with the Corporation until age 65 and based upon December
31, 1995 calculations, Messrs. Anderson, Ackmann and Motter are
entitled to receive annual supplemental retirement benefits under
the Supplemental Plans as follows: Mr. Anderson, $105,300, Mr.
Ackmann $61,000, and Mr. Motter, $16,500. If an Executive is
eligible for and elects early retirement after attaining age 55,
the Executive's annual supplemental retirement benefit is subject
to reduction by 5 percent for each year or part thereof between
age 65 and the Executive's age at early retirement.
Retirement benefits under the Supplemental Plans are payable
monthly for the longer of the lifetime of the Executive or ten
years, unless one of three alternative actuarially adjusted joint
and survivor annuity options are elected. The maximum annual
supplemental benefit payable on a monthly basis, however, may not
exceed 70 percent of the Executive's annual base salary at
retirement, less (a) payments made under the Corporation's
Employees Retirement Plan and (b) 50 percent of the Executive's
primary insurance benefit under Social Security. In lieu of
monthly retirement benefits, Executives who retire at or after
attaining age 65 may elect to receive a lump-sum benefit equal to
the actuarial equivalent value of the scheduled annual
supplemental retirement benefit otherwise payable. The
obligations of the Corporation and its Affiliates to pay these
benefits have been funded in large part by previously purchased
annuities and life insurance. The Corporation and its Affiliates
are not required to fund obligations under the Supplemental
Plans; however, the Corporation and its Affiliates have the
discretion to set aside assets or otherwise fund the Supplemental
Plans.
The Supplemental Plans also contain salary continuation
arrangements for designated Executives and Participating
Employees (as defined in the Supplemental Plans), including
Messrs. Anderson, Ackmann, Motter, Craig and Rummel, in order to
provide a continuation of income to the Executive's or
Participating Employee's family in the event of his or her death
while actively employed by the Corporation or its Affiliates.
The death benefit is payable as follows: (a) if a Participating
Employees dies before age 55, his or her designated beneficiary
will receive an amount equal to 60 percent of his or her annual
base salary for one year, and thereafter 30 percent of such
salary until the month in which the Participating Employee would
have attained the age of 65; and (b) if an Executive dies after
age 55, the beneficiary will receive an amount equal to 60
percent of the Executive's annual base salary for one year, and
thereafter 30 percent of such salary for nine additional years.
The Corporation and its Affiliates may terminate their obligation
to an Executive or Participating Employee under the salary
continuation arrangement upon 30 days notice at any time before
an obligation to pay benefits arises by reason of the death of an
Executive or Participating Employee. The Corporation and its
Affiliates maintain life insurance for the purpose of funding
these salary continuation obligations.
The Supplemental Plans contain provisions which are intended
to provide transitional security to the Executives designated in
the plans (Messrs. Anderson, Ackmann and Motter) if such
Executive's employment is terminated upon the occurrence of
certain specified "Change in Control" events without the approval
of the Board of Directors, but only if such events result in
termination of such Executive's employment within two years after
a Change in Control (including a voluntary termination of
employment) or termination of such Executive's employment within
12 months prior to a Change of Control (including a voluntary
termination of employment). A Change in Control event includes:
(a) the Corporation learns that a third party has acquired
beneficial ownership of 25 percent or more of the voting power of
the Corporation; (b) a tender offer is made to acquire 50 percent
or more of the voting power of the Corporation; (c) less than 51
percent of the directors of the Corporation are persons who
either were directors on the effective date of the Supplemental
Plans (the "Effective Date") or individuals whose election or
nomination for election as director was approved by a majority of
the directors then in office who were directors on the Effective
Date; (d) the shareholders approve an agreement either for the
Corporation to be merged, consolidated or otherwise combined
with, or for substantially all the assets or stock of the
Corporation to be acquired by, a third party, and as a result of
such event, the former shareholders of the Corporation would own
less than a majority of the voting power of the surviving
corporation or acquiring person; or (e) the shareholders shall
approve any liquidation of substantially all of the assets of the
Corporation or any distribution to security holders of 30 percent
or more of the total value of such assets. The Supplemental
Plans provide: (a) a lump sum payment to the Executive in an
amount equal to three times the Executive's then annual base
salary; (b) full vesting of his or her supplemental retirement
benefit, payable at age 65, or on an actuarially-reduced basis at
age 55; ( c) prior to eligibility for retirement or early
retirement, a lump sum payment equal to the discounted value of
the death benefits payable as if the Executive had died on the
date of termination of his employment; and (d) continuation of
coverage under all group, life, disability, accident and health
insurance coverage in effect at the time of termination of
employment, for not more than five years, or, if sooner, until
the Executive obtains full-time employment, reaches age 65, or
dies.
Retirement Plan
All eligible employees of the Corporation and each of the
Affiliates are covered by an Employees Retirement Plan. The
retirement plan is a non-contributory, defined benefit pension
plan which provides a normal retirement benefit based on each
participant's years of service with each Affiliate and the
participant's average monthly compensation, which is defined as
the compensation received during any 60 consecutive months during
the last 120 months prior to retirement, divided by 60, which
produces the highest average. Benefits are equal to one percent
of average monthly compensation up to the Social Security covered
compensation level multiplied by the full years of credited
service to normal retirement date, plus one and one-half percent
of the amount of average monthly compensation in excess of such
level, multiplied by the years of credited service to normal
retirement date up to a maximum of 35 years. Normal retirement
age is 65. Benefits under the retirement plan are not subject to
any deduction for Social Security or other offset amounts.
Directors are not entitled to benefits under the retirement plan
unless they are also active employees of the Corporation or one
of the Affiliates. The following table sets forth the estimated
annual benefits payable to an employee retiring in 1995 under the
retirement plan, reflecting applicable limitations under Federal
tax laws:
Years of service at retirement
Average annual --------------------------------------
base compensation 10 20 30 40
- ----------------- ------ ------ ------ ------
$ 80,000......... $10,623 $21,246 $31,869 $41,181
105,000......... 14,373 28,746 43,119 55,556
130,000......... 18,123 36,246 54,369 69,931
155,000......... 21,123 42,246 63,369 81,431
180,000......... 21,123 42,246 63,369 81,431
205,000......... 21,123 42,246 63,369 81,431
230,000......... 21,123 42,246 63,369 81,431
255,000......... 21,123 42,246 63,369 81,431
280,000......... 21,123 42,246 63,369 81,431
As of December 31, 1995, Messrs. Anderson, Ackmann, Motter, Craig
and Rummel have been credited with 11, 8, 36, 9, and 21 years of
service, respectively, for purposes of the retirement plans.
The approximate accrued benefits at age 65 (or retirement if
later) based on years of credited service are for Messrs.
Anderson ($19,700), Ackmann ($11,600), Motter ($60,500), Craig
($10,900), and Rummel ($24,700). Covered compensation is based
on salary shown in column (c) of the summary compensation table.
The approximate projected benefits at age 65 based on years
of credited service to age 65 are for Messrs. Anderson ($61,100),
Ackmann ($57,100), Motter ($77,300), Craig ($53,800), and Rummel
($61,700).
Prior to their merger into the Employees Retirement Plan of
the Corporation, the retirement plans of Laurel and Fayette were
amended effective January 1, 1987 to contain the provisions
described above, subject to the provision that an employee of
either of those Banks who retires after 1986 will receive a
benefit not less than the benefit that he or she would have
received under the prior plans based upon the employee's
compensation prior to 1987.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended December 31, 1995, John H. Anderson,
Chairman and Chief Executive Officer of the Corporation, served
as a member of the Executive Committee of the Board of Directors
of the Corporation. The Executive Committee performs the duties
and functions of a Compensation Committee.
EXECUTIVE COMMITTEE REPORT ON COMPENSATION
The Executive Committee of the Corporation performs the
duties and functions of a Compensation Committee. The Executive
Committee consists of nine members, eight of whom are
disinterested, non-employee directors. John H. Anderson,
Chairman and Chief Executive Officer of the Corporation, is a
member of the Executive Committee. Mr. Anderson does not
participate in any compensation decisions made by the Executive
Committee.
The Executive Committee determines the levels of
compensation for the executive officers of the Corporation and
administers the Corporation's Supplemental Plans. In addition,
the Executive Committee reviews compensation levels for other
members of management, evaluates the performance of management,
considers management succession issues and other related matters.
The Executive Committee reviews in detail with the entire Board
of Directors all aspects of its compensation decisions for the
executive officers of the Corporation.
The compensation policy and practice of the Corporation,
which has been implemented by the Executive Committee, is
intended to provide compensation to the Corporation's executive
officers at competitive levels in order to attract and retain
qualified executive officers. Compensation of the Corporation's
executive officers is determined based on individual performance
and in comparison to selected bank holding companies considered
to be comparable to the Corporation throughout Pennsylvania in
terms of asset size. Executive compensation is not determined
based on any specific measures of corporate performance, but
rather, the Corporation's overall performance in terms of net
income per share is a primary factor in arriving at aggregate
executive compensation levels.
Net income for the Corporation increased by 6 percent in the
year ended December 31, 1995 as compared to the year ended
December 31, 1994, and by 22 percent over the prior three (3)
years. Salaries of the executive officers of the Corporation,
less deferred compensation payments made to the executive
officers, over the comparable three (3) year period increased by
an average of 19 percent for each individual executive officer of
the Corporation. Therefore, the Executive Committee believes
that compensation of the Corporation's executive officers
reflects the benefits received by the Corporation's shareholders.
The Executive Committee undertakes a semi-annual review of
the compensation levels for each of the executive officers of the
Corporation, with an annual review of the compensation level for
the Chief Executive Officer. Any salary adjustments made by the
Committee become effective February 1 and August 1 of each fiscal
year. The Executive Committee retains independent compensation
consultants to assist it in these reviews. The consultants
provide information concerning executive compensation in the
Corporation's peer group and submit recommendations to the
Executive Committee concerning salary ranges for the
Corporation's executive officers.
The Executive Committee considered the effectiveness of the
Chief Executive Officer in seeking potential merger candidates
and accomplishing expansion and growth for the Corporation. Mr.
Anderson's salary for 1995 is below the mid-point of the range of
salaries as compared to selected bank holding companies
considered comparable to the Corporation throughout Pennsylvania
in terms of asset size (based on the information provided by the
Corporation's compensation consultants).
The executive officers of the Corporation also participate
in the Corporation's Supplemental Plans which are administered by
the Executive Committee. The Supplemental Plans provide a salary
continuation program for the executive officers and a
non-qualified deferred compensation plan for the Chief Executive
Officer, President and Vice Chairman.
EXECUTIVE COMMITTEE
*John H. Anderson Ethel J. Otrosina
Martin L. Bearer Robert G. Salathe, Jr.
William B. Kania Gerald W. Swatsworth
L. Robert Kimball W. A. Thomas
Edward L. Mears
February 28, 1996
*Mr. Anderson is a non-participating member of the Executive
Committee as to compensation matters.
STOCK PRICE PERFORMANCE
The following graph shows stock price performance. The
stock price performance shown on the graph is not necessarily
indicative of future price performance.
TOTAL SHAREHOLDER RETURN
(GRAPH APPEARS HERE.)
Peer Group
NASDAQ (Middle
BTFC MARKET Atlantic Banks
---- ------ --------------
1990 100 100 100
1991 150 128 133
1992 216 130 167
1993 288 156 207
1994 268 163 197
1995 364 212 299
The graph assumes $100 was invested on December 31, 1990 and that
all dividends were reinvested. Data in the graph was compiled by
Media General Financial Services.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Directors and officers of the Corporation, and certain
business and non-profit organizations and individuals associated
with them or with which they have been associated, have been
customers of and have had normal banking transactions with the
Banks from time to time prior to and during 1996. All such loans
or extensions of credit have been made in the ordinary course of
the Bank's business, on terms substantially equivalent, including
interest rates and collateral, to those prevailing at the time
for comparable transactions with other customers of the Banks,
and did not involve more than the normal risk of collectibility
or present other unfavorable features.
PRINCIPAL SHAREHOLDERS
To the knowledge of the management of the Corporation, no
group or person (including the Trust Company) was the beneficial
owner of more than 5 percent of the outstanding Common Stock of
the Corporation as of the record date for the Annual Meeting.
The directors and executive officers of the Corporation and
affiliates collectively (27 persons) were the beneficial owners
of a total of 241,187 shares of the Common Stock of the
Corporation, or approximately 6.3 percent of the shares
outstanding, as of February 16, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand as
independent public accountants to audit the consolidated
financial statements of the Corporation for the year ending
December 31, 1996. Representatives of Coopers & Lybrand will be
present at the Annual Meeting. They will have an opportunity to
make a statement if they desire to do so and will be available to
respond to appropriate questions.
1997 ANNUAL MEETING
The next Annual Meeting of the Corporation's shareholders is
scheduled to be held on May 13, 1997. In order to be included in
the Corporation's Proxy Statement and form of Proxy relating to
the 1997 Annual Meeting, any proposal which a shareholder intends
to present for consideration at such meeting must be received by
the Secretary of the Corporation no later than December 4, 1996.
Any nomination by a shareholder for election as a director
must conform to the requirements of Section 11.2 of the By-Laws
of the Corporation, a copy of which Section will be furnished
promptly without charge upon written or oral request to the
Secretary of the Corporation at its principal office, 551 Main
Street, Johnstown, Pennsylvania 15901, (814) 532-3801. Any such
nomination for the 1997 Annual Meeting must be received in
writing by the Secretary of the Corporation no later than March
21, 1997, or not later than ten days after the date on which
notice of such Annual Meeting is sent to shareholders, whichever
is later.
OTHER MATTERS
The Board of Directors does not know of any business which
will come before the Annual Meeting for action by the
shareholders other than the matters specified in the accompanying
Notice of the meeting. If any other matters requiring a
shareholder vote properly come before the meeting, the persons
appointed in the enclosed Proxy card will vote in accordance with
their discretion with respect to such matters.
PROXY CARD FOLLOWS:
BT FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1996
The undersigned hereby appoints William B. Kania, Gerald W.
Swatsworth, and Rowland H. Tibbott, Jr. and each of them, with
full power of substitution in each, as proxy or proxies to
represent the undersigned and to vote all shares of Common Stock
of BT FINANCIAL CORPORATION which the undersigned would be
entitled to vote if personally present and voting at the Annual
Meeting of the Corporation's shareholders to be held on May 14,
1996, and at any adjournments thereof, upon all matters coming
before the meeting. Said proxies are directed to vote as set
forth below and, in their discretion, upon such matters as may
properly come before the meeting.
1. ELECTION OF DIRECTORS (Four-year term). Nominees: Martin L.
Bearer, L. Robert Kimball and Ethel J. Otrosina.
___ VOTE FOR all nominees; except authority to vote is withheld
from the following individual nominees (if any):
____________________________________________________________
___ VOTE WITHHELD from all nominees.
PLEASE DATE AND SIGN ON THE REVERSE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Continued from other side).
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE
VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR
DIRECTOR. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OF SHAREHOLDERS.
Dated ________________________
______________________________
______________________________
Signature(s)
Please sign EXACTLY as your
name appears hereon. When signing
as executor, trustee, etc. or as
officer of a corporation, give full
title as such. For joint accounts,
please obtain both signatures.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
