<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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
BT Financial Corporation
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[BT Financial Logo]
BT FINANCIAL CORPORATION
551 Main Street
Johnstown, Pennsylvania 15901
April 13, 1999
N O T I C E O F 1 9 9 9 A N N U A L M E E T I N G
O F S H A R E H O L D E R S
The Annual Meeting of the Shareholders of BT Financial Corporation will be
held on Tuesday, May 11, 1999, at 3:00 p.m., E.D.S.T., at the Holiday Inn,
Downtown Johnstown, 250 Market Street, Johnstown, Pennsylvania, to consider and
take action on the following:
(1) Re-election of four directors: Louis G. Galliker, Gerald W.
Swatsworth, Rowland H. Tibbott, Jr. and Thomas A. Young, each for a
term of four years;
(2) To transact such other business properly before the Annual Meeting or
any adjournments thereof.
The Board of Directors recommends a vote "in favor of" the proposal.
Owners of common stock of record at the close of business on March 31, 1999 will
be entitled 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
Corporate Secretary
<PAGE>
T H E A N N U A L M E E T I N G A N D V O T I N G
This Proxy Statement is being mailed on or about April 13, 1999 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 11, 1999,
at 3:00 p.m. E.D.S.T. and at any adjournments thereof.
Who Is Entitled to Vote?
Shareholders as of the close of business on March 31, 1999 (the "Record
Date") will be entitled to vote at the Annual Meeting. On that date, there were
12,985,272 shares of the Corporation's Common Stock outstanding, par value $5.00
per share. Each share of Common Stock is entitled to one vote on each matter
that may properly come before the Annual Meeting.
Voting
Shares may be voted in person or by proxy. To vote by proxy, sign, date and
return the enclosed proxy card. The shares represented by the proxy will be
voted in accordance with the directions on the proxy. If no instructions are
indicated on the proxy, all shares represented by valid proxies received
pursuant to this solicitation (and not revoked before they are voted) will be
voted (i) for the election of the nominees identified on pages 4 and 5, and (ii)
by the proxies in their discretion on any other matters to come before the
meeting. Shareholders whose shares are held of record by a broker or other
nominee are nevertheless encouraged to fill in the boxes of their choice on the
proxy, as brokers and other nominees may not be permitted to vote shares with
respect to certain matters for which they have not received specific
instructions from the beneficial owners (owner of a security registered in
another's name, such as that of a brokerage or trust fund) of the shares.
The enclosed form of proxy indicates all shares registered in the
shareholder's name. It includes any shares held for participants in the
Dividend Reinvestment Plan.
Changing Your Vote
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.
Quorum and Voting Information
A quorum is required to conduct business at the Annual Meeting. A majority
of the outstanding shares of the Corporation present in person or represented by
proxy constitutes a quorum. Abstentions, votes withheld and shares represented
by broker non-votes are counted in determining whether a quorum is present.
Directors are elected by the affirmative vote of a plurality of the votes
cast, and votes may be cast in favor of or withheld from each director nominee.
Votes may not be cumulated in the election of directors. An affirmative vote of
a majority of the votes entitled to be cast by shareholders present in person or
by proxy at the meeting is required for approval of all other matters presented.
Abstentions with respect to any proposal other than the election of directors
will have the same effect as votes against the proposal.
Brokers and nominees holding shares for a beneficial owner are precluded
from exercising their voting discretion with respect to certain matters to be
acted upon and, in the absence of specific instructions from the beneficial
owner of the shares, will not be empowered to vote the shares on such matters,
and, therefore, will have no effect on the outcome of any of such matters to be
voted upon at the meeting.
Costs of This Proxy Solicitation
The Corporation pays all expenses of this solicitation. Directors,
officers and management personnel of the Corporation and its subsidiaries may
solicit proxies in person, or by telephone, mail, or telegraph. The
Corporation will request that persons who hold shares for others, such as banks,
brokers, and other nominees, fiduciaries and custodians obtain voting
instructions from the beneficial owners of the shares. Upon request, the
Corporation will reimburse these persons for their reasonable expenses in
providing proxy materials to beneficial owners and obtaining voting
instructions.
2
<PAGE>
S T O C K O W N E R S H I P
Stock Ownership of Owners of More than 5%
As of February 1, 1999, Laurel Trust Company, an affiliate of the
Corporation, beneficially owned (or is deemed to beneficially own pursuant to
the rules of the Securities and Exchange Commission (the "SEC")) 775,245 shares
of Common Stock of the Corporation or 5.97% of the outstanding Common Stock of
the Corporation, all of which are held in a fiduciary capacity under various
agreements with Laurel Trust Company as Trustee. Laurel Trust Company has
advised the Corporation that it has sole investment power for 775,245 shares,
sole voting power with respect to 712,707 shares and shared voting power with
respect to 62,538 shares. Laurel Trust Company holds 86,154 shares of Common
Stock of the Corporation under trust arrangements for directors and executive
officers of the Corporation, which Common Stock is also reported in the
following table. Other than as set forth above, the Corporation has no
knowledge of any person who owned of record or beneficially more than 5% of the
outstanding Common Stock of the Corporation.
Stock Ownership of Directors and Executive Officers
The following table reflects shares of Common Stock of the Corporation
beneficially owned (or deemed to be beneficially owned pursuant to the rules of
the SEC) as of February 19, 1999 by directors of the Corporation, nominees for
director and executive officers named in the Summary Compensation Table below.
The five named executive officers are the chief executive officer and the four
officers who were the highest paid in 1998. No individual director, nominee or
executive officer owned more than 1% of this class of stock. The total
ownership shown for the current directors and executive officers of the
Corporation as a group represents 5.99% of outstanding shares.
<TABLE>
<CAPTION>
Aggregate
Number of
Shares
Exercisable Stock Beneficially
Name Options/1/ Owned/2/
<S> <C> <C>
John H. Anderson 75,000 8,998*
G. Scott Baton, II 5,000 34,410*
Martin L. Bearer 5,000 69,938*
John C. Cwik 5,000 75,200/4/*
Louis G. Galliker 5,000 9,554*
William B. Kania 5,000 88,281*
Edward L. Mears 5,000 70,263/3/*
Roger S. Nave 5,000 61,826/4/*
Ethel J. Otrosina 5,000 16,288*
Robert G. Salathe, Jr. 5,000 18,771*
William R. Snoddy 5,000 52,242/4/*
Gerald W. Swatsworth 5,000 75,696/4/*
W. A. Thomas 5,000 15,542/4/*
Rowland H. Tibbott, Jr. 5,000 31,042/4/*
Thomas A. Young 5,000 31,566/3,4/*
Steven C. Ackmann 50,000 5,630/3/*
Eric F. Rummel 37,500 3,663/3/*
J. William Smith 37,500 89,245/3/*
Kim Craig 37,500 1,738/3/*
All current executive
officers and directors as
a group (24 persons) 777,714**
</TABLE>
* Represents less than 1% of the Corporation's Common Stock.
** Represents 5.99% of the Corporation's Common Stock.
(1) Shares the directors and executive officers have a right to acquire through
stock option exercises within 60 days after March 10, 1999.
(2) Under regulations of the SEC, a person who has or shares voting or
investment power with respect to a security is considered a beneficial owner
of the securities. Voting power is the power to create or direct voting of
shares, and investment power is the power to dispose of or direct the
disposition of shares. Unless indicated otherwise in the footnotes below,
each director and executive officer has the sole voting power over the
shares indicated opposite their name.
(3) Includes the following shares held jointly with spouses and or minor
children, as to which voting and investment power is shared with the spouse
or child; Mr. Mears, 436; Mr. Young, 15,476; Mr. Ackmann, 3,196; Mr. Rummel,
2,895; Mr. Smith 1,659; and Mr. Craig, 28.
(4) Includes the following shares held solely by the spouse; Dr. Cwik, 35,200;
Mr. Nave, 54,450; Mr. Snoddy, 880; Mr. Swatsworth, 28,976; Mr. Thomas,
4,840; and Mr. Young, 6,546 and the following shares held solely by Mr.
Tibbott's mother, to which Mr. Tibbott has power of attorney, 8,100.
3
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and officers, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file with the
SEC initial reports of ownership and reports of changes in ownership of Common
Stock and other equity securities of the Corporation. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to the Corporation's officers,
directors and greater than ten-percent beneficial owners were complied with,
except William R. Snoddy filed one report late relating to one market
acquisition of shares.
Stock Performance Graph
The following graph compares the performance of the Corporation's Common
Stock with the performance of the NASDAQ Market index and a peer group index
over the past five years. The graph assumes that $100 was invested on December
31, 1993 in the Corporation's Common Stock, the NASDAQ Market index and the peer
group index, and that all dividends were reinvested. The peer group index was
derived from the stock performance of a composite group of financial
institutions of comparable size located in the Middle Atlantic states. The
stock price performance shown on the graph is not necessarily indicative of
future price performance:
Total Shareholder Return
(GRAPH APPEARS HERE)
<TABLE>
<CAPTION>
PEER GROUP
(MIDDLE
NASDAQ ATLANTIC
BTFC MARKET BANKS)
<S> <C> <C> <C>
1993 100 100 100
1994 93 105 99
1995 126 136 146
1996 164 169 195
1997 240 207 318
1998 265 292 350
</TABLE>
Data in the graph was compiled by Media General
Financial Services, Inc.
PROPOSAL ONE - Re-election of Directors
The Corporation's Board of Directors has 15 members. The Board is divided
into four classes whose terms of office end in successive years.
Nominees for re-election this year are: Louis G. Galliker, Gerald W.
Swatsworth, Rowland H. Tibbott, Jr., and Thomas A. Young. Each will serve until
the 2003 Annual Meeting and until their respective successors are elected and
qualified. (See page 5 for more information on these nominees.)
The shares represented by the enclosed form of proxy will be voted for the
election of these nominee directors, unless authority to so vote is withheld.
If any nominee director is unable or unwilling to stand for election, the
persons appointed in the enclosed proxy may vote for any substitute or
substitutes nominated by the Board of Directors. The affirmative vote of a
plurality of the votes cast at the Annual Meeting is required to elect the
directors. Accordingly, abstentions and broker non-votes do not have an effect
on the outcome of the election of directors. Votes may not be cumulated in the
election of directors.
The Board of Directors recommends a vote FOR these nominee directors.
4
<PAGE>
B O A R D O F D I R E C T O R S
The following table sets forth certain information about the nominees for
election as directors and about continuing directors of the Corporation. 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.
Nominee Directors Whose Terms Expire in 2003:
<TABLE>
<CAPTION>
<S> <C> <C>
Louis G. Galliker Director since 1978(a) Mr. Galliker is the President of Galliker Dairy Company, a
age, 64 dairy products company, since 1968.
Gerald W. Swatsworth Director since 1970(a) Mr. Swatsworth retired as Chairman and Chief Executive
age, 72 Officer of the Corporation in 1993. He served as Chairman,
President and Chief Executive Officer of the Corporation from
1984 to 1992; Chairman of Johnstown Bank and Trust Company ("Bank
and Trust," now known as Laurel Bank) from 1984 to 1993; Chief
Executive Officer of Bank and Trust from 1979 to 1993; and President
of Bank and Trust from 1970 to 1985.
Rowland H. Tibbott, Jr. Director since 1970(b) Mr. Tibbott is the President and Chief Executive Officer
age, 58 of Tibbott, Inc., a pharmacy, and Wild and Free Nature Shops
and Hallmark Shops, a holding company, since 1968. He serves as
Secretary/Treasurer of Laurel Medical Supplies since 1985 and is a
Partner in the Summit Automotive Group, since 1998.
Thomas A. Young Director since 1996 Mr. Young is an Attorney-at-Law, in private practice, since
age, 66 1958.
Continuing Directors Whose Terms Expire in 2002:
John H. Anderson Director since 1993 Mr. Anderson is the Chairman and Chief Executive Officer
age, 48 of the Corporation, since 1995. He served as Chairman, 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; and President of Bank and Trust from 1990
to 1991.
G. Scott Baton Director since 1996 Mr. Baton is the Chairman and Chief Executive Officer of Chestnut
age, 62 Ridge Foam, since 1986.
Edward L. Mears Director since 1983(b) Mr. Mears retired as Vice President of Mears Enterprises, Inc., a
age, 71 mining company in 1990. He served as Vice President of Mears
Enterprises, Inc. from 1980 to 1990. He is also a Partner in C & E
Farms, since 1980 and a Partner in Allegheny Farm Service, Inc.,
since 1994.
Roger S. Nave Director since 1981(a) Mr. Nave is the owner-operator of Suburban Real Estate Company, a
age, 69 real estate company, since 1963; and President of DoNan, Inc.,
a real estate holding company, since 1979.
</TABLE>
5
<PAGE>
Continuing Directors Whose Terms Expire in 2001:
<TABLE>
<CAPTION>
<S> <C> <C>
William B. Kania Director since 1989(c) Mr. Kania is a Partner in Kania & Sharpe, a CPA firm,
age, 67 since 1991. He is the former Proprietor of William B. Kania, CPA
from 1988 to 1991. He served as a Professor of Business and Economics
at California University of Pennsylvania from 1961 to 1987.
Robert G. Salathe, Jr. Director since 1991(c) Mr. Salathe is the Chairman and Chief Executive Officer of
age, 69 Bedford Valley Petroleum Corporation, since 1987; and President of
LBS Corporation, since 1988. He served as Treasurer of RG's Food
Shops, Inc., from 1990 to 1997 and Chairman and Chief Executive Officer
of Cumberland Petroleum Corporation from 1987 to 1997.
William R. Snoddy Director since 1990(c) Mr. Snoddy is the President of Coolspring Stone Company, since 1988;
age, 61 President of Golden Eagle Construction, B&L Trucking, Inc., and WRS
Rentals, a real estate rental company, since 1992. He served as
Secretary-Treasurer of Golden Eagle Construction from 1970 to 1992.
W. A. Thomas Director since 1980(a) Mr. Thomas retired as President and Chairman of Rockwood Holding
age, 68 Company, underwriters of workmen's compensation insurance, in 1988
where he served from 1981 to 1988. He served as Chairman of Rockwood
Insurance Company from 1983 to 1988.
Continuing Directors Whose Terms Expire in 2000:
Martin L. Bearer Director since 1979(b) Mr. Bearer is the Owner of North Cambria Fuel Co., a mining company,
age, 73 since 1971.
John C. Cwik Director since 1996 Dr. Cwik is a retired Physician-Anesthesiologist of Conemaugh
age, 74 Memorial Hospital, where he served since 1954. He serves as a Clinical
Professor of Anesthesiology at West Virginia University, since 1975.
Ethel J. Otrosina Director since 1983(a) Ms. Otrosina retired as Executive Vice President and Secretary of the
age, 73 Corporation in 1993. She served as Executive Vice President and
Secretary of the Corporation from 1983 to 1993; and of Bank and Trust
from 1980 to 1993. She served as Secretary and Assistant Treasurer of
the Trust Company from 1990 to 1993.
</TABLE>
_________
(a) Includes service as a director of Johnstown Bank and Trust Company ("Bank
and Trust" now known as Laurel Bank) 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 Bank.
6
<PAGE>
Directors' Compensation
The Corporation pays each director who is not an employee of the
Corporation or its Affiliates, an annual retainer fee of $3,500, $800 for
attending each meeting of the Board of Directors of the Corporation and $400 for
attending each meeting of a committee of the Board. Each director of an
Affiliate of the Corporation also receives $500 for attending each meeting of an
Affiliate's board of directors and $250 for attending each meeting of a
committee of such Affiliate's board of directors. Each Director serves on one
of five Regional Boards which meet quarterly. Directors receive $500 for
attending each Regional Board meeting.
Meetings and Committees
The Board of Directors of the Corporation met 17 times in 1998. During the
year, each incumbent director named on pages 5 and 6 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 Dr.
Cwik and Mr. Salathe due to previous commitments. The Board of Directors has a
standing executive committee and audit committee, described below.
The Executive Committee of the Board of Directors
The Executive Committee met 15 times in 1998. The Executive Committee
consists of John H. Anderson, G. Scott Baton, II, Martin L. Bearer, William B.
Kania, Edward L. Mears, Ethel J. Otrosina, Robert G. Salathe, Jr., Gerald W.
Swatsworth, Committee Chairman, and W. A. Thomas. The Executive Committee
possesses and exercises the power of the Board when the Board is not in session,
except when action by the full Board is specifically required by statute or the
Corporation's By-Laws.
The Audit Committee
The Audit Committee of the Corporation's Board of Directors met 5 times in
1998. The members of the Audit Committee are John C. Cwik, Louis G. Galliker,
Committee Chairman, Roger S. Nave, William R. Snoddy, Rowland H. Tibbott, Jr.,
and Thomas A. Young. The Audit Committee supervises the internal audit of the
Corporation and its subsidiaries and determines that adequate internal controls
and procedures are maintained. 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 have a separate nominating
committee or a separate compensation committee. The Executive Committee performs
the duties of a compensation committee.
Transactions with Directors' Companies
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 Laurel Bank and its predecessors (Johnstown Bank and Trust
Company and Fayette Bank prior to their consolidation with Laurel Bank) from
time to time prior to and during 1998. All such loans or extensions of credit
have been made in the ordinary course of Laurel Bank's or its predecessors'
business, on terms substantially equivalent, including interest rates and
collateral, to those prevailing at the time for comparable transactions with
other customers of Laurel Bank, or its predecessors, and did not involve more
than the normal risk of collectibility or present other unfavorable features.
Thomas A. Young, a director of the Corporation, is engaged in the private
practice of law, and renders legal services to the Corporation.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 1998, 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.
E X E C U T I V E C O M P E N S A T I O N
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. Gerald W.
Swatsworth, Chairman of the Executive Committee, is the immediate past Chairman
and Chief Executive Officer of the Corporation. 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 decisions made by the
Executive Committee relating to his own compensation. The Executive Committee's
report for 1998 follows:
The Executive Committee is responsible for all aspects of executive
compensation. It determines levels of compensation for each executive officer
of the Corporation and administers the Corporation's Supplemental Executive
Benefit Plan, Key Employee
7
<PAGE>
Incentive Compensation Plan, 1998 Equity Incentive Plan as well as other
employee welfare and benefit plans of the Corporation. The Executive Committee
also reviews compensation levels of other members of management, evaluates
management performance and considers management succession issues and other
related matters. Following its deliberations, the Executive Committee reports to
the entire Board of Directors on all aspects of its compensation decisions
affecting executive officers of the Corporation.
Compensation Philosophy - The Corporation's overall executive compensation
objective is to attract and retain qualified executive officers by compensating
them at levels comparable to those at similar financial institutions. The
Corporation's compensation program for executive officers consists of five
components:
(1) base salary,
(2) participation in the Supplemental Executive Benefit Plan,
(3) performance-based annual bonuses under the Corporation's Key Employee
Incentive Compensation Plan,
(4) participation in other welfare and benefit plans available to employees of
the Corporation and its subsidiaries generally,
(5) participation in the 1998 Equity Incentive Plan.
Salary - The Executive Committee reviews and, if appropriate, revises
salary levels for each executive officer of the Corporation semi-annually and
for the Chief Executive Officer annually. Salary adjustments made by the
Executive Committee become effective February 1 and August 1 of each fiscal
year. The Executive Committee utilizes independent compensation consultants to
assist it in fixing executive salary levels. The consultants provide
information concerning executive compensation levels in other Pennsylvania banks
and bank holding companies of similar asset size and submit recommendations
concerning salary levels for each of the Corporation's executive officers.
Executive officer salaries are determined in light of individual
performance, corporate performance and comparability to salaries paid to
executive officers at other bank holding companies of comparable asset size to
the Corporation in Pennsylvania. In fixing the Chief Executive Officer's
salary, the Executive Committee also considers his effectiveness in achieving
expansion and growth objectives of the Corporation.
Bonus Plan - The Corporation adopted a Key Employee Incentive Compensation
Plan in July, 1996. The purpose of this Plan is to enhance shareholder value and
to contribute to the growth and earnings of the Corporation by directing key
employees of the Corporation and its subsidiaries to attain corporate
and individual performance goals set from year to year by the Executive
Committee. The Plan permits bonus awards to be made in the form of stock or
cash to promote ownership of the Corporation's Common Stock by key employees.
Under this Plan, at the beginning of each year the Chief Executive Officer
recommends (except as to himself) whether a bonus pool will be fixed, who will
be eligible to be considered for incentive awards, the amount of the overall
bonus pool, corporate objectives for the year and individual objectives upon
which the incentive awards will be made. Individual objectives are based on
ratings received by participants under the Corporation's Management Performance
Appraisal System utilized for determining salary levels and eligibility for
promotion. The Executive Committee makes all final determinations as to these
matters, except the Chief Executive Officer must achieve a minimum individual
performance rating specified by the plan. If any participant does not meet his
or her minimum individual performance rating, the participant will not be
entitled to any award for the year even if all corporate performance goals are
met. Each individual's share of the overall bonus pool is based on the
individual's salary compared with the salaries of all other participants in the
Plan for the year.
The Executive Committee may also grant discretionary bonuses under this
Plan. Bonuses may be paid in cash or in unrestricted shares of the
Corporation's Common Stock, valued at the date of issuance. Shares may be newly
issued, treasury shares or shares purchased in the open market by the
Corporation. Bonuses may not be paid for any year if (a) the Corporation has
violated any significant covenant included in any credit or loan agreement,
unless the violation has been waived or cured by the end of the year, (b)
payment of aggregate incentive awards would cause the Corporation to violate any
significant debt covenant, or (c) if the Corporation does not have positive
after-tax earnings for the year. Incentive awards may be reduced pro rata to
satisfy these conditions.
For 1998, the Executive Committee established the maximum bonus pool
available to all participants as 1.5% of net income for the period January 1
through December 31, 1998, payable 50% in cash and 50% in Common Stock. The
following corporate performance goals were established: earnings per share of at
least $1.46, return on equity of at least 12.14% and an efficiency ratio not to
exceed 59.93%. Achievement of each corporate target was given a one-third
weight.
The bonus pool for 1998 under the Plan was $275,565. The efficiency ratio
did not exceed 59.93% in 1998. Therefore, one of the corporate performance
objectives was achieved in 1998. A total of $91,855 in awards, representing
33.3% of the total pool was paid in respect of 1998.
8
<PAGE>
Supplemental Executive Benefit Plan - Certain executive officers
participate in the Corporation's Supplemental Executive Benefit Plan, which is
administered by the Executive Committee. The Supplemental Plan provides a salary
continuation program for executive officers and a non-qualified deferred
compensation plan for Messrs. Anderson, Ackmann, Craig, Rummel, Smith and Ms.
Roth.
1998 Equity Incentive Plan - The Corporation adopted the 1998 Equity
Incentive Plan in May 1998 to more closely align management's interests with
those of the Corporation's shareholders and to recruit and retain highly
qualified managers, consultants and staff. The Executive Committee administers
the Plan which includes directing the amount of stock options awarded, selecting
the persons to receive stock option awards, determining the terms, provisions
and exercise prices for the stock options. The actual amount earned by any
individual who receives stock options is determined by the performance of the
Corporation's stock. The Executive Committee uses the level of responsibility
of an individual as a guideline to establish the size of stock option awards.
The total number of options granted in 1998 to individuals, generally comply
with this guideline.
Other Plans - The Corporation maintains other pension benefit and welfare
plans for employees of the Corporation and its subsidiaries, including a defined
benefit plan, a 401(k) stock purchase plan, medical, disability and life
insurance plans. Executive officers participate in these plans on a non-
preferential basis.
Compensation of Executive Officers in 1998 - The Executive Committee
increased 1998 total compensation (including salaries and bonuses) of the
executive officers of the Corporation, less deferred compensation payments made
to the executive officers, by an average of 6.9% for each individual executive
officer of the Corporation.
The Executive Committee considered increases in net income and total
shareholder return in determining compensation of executive officers for 1998.
Net income for the Corporation for the year ended December 31, 1998 increased by
7.0% from the year ended December 31, 1997. Net income for the Corporation for
the year ended December 31, 1997 increased by 9.1% from the year ended December
31, 1996. These increases exclude reorganization costs for The Peoples National
Bank of Rural Valley in 1998 and Moxham Bank Corporation in 1996, as well as
nonrecurring expenses from the first quarter of 1998 and a special assessment to
recapitalize the Savings Association Insurance Fund ("SAIF") in 1996. The
Executive Committee also took into account the total shareholder return, which
was 10.2% from 1997 to 1998 and 61% from 1996 to 1998.
In May 1998, a total of 240,000 stock options were granted to the executive
officers of the Corporation in accordance with the guideline described above.
The Executive Committee believes that executive compensation fairly
reflects the benefits received by the Corporation's shareholders.
Compensation of the Chief Executive Officer - Mr. Anderson's compensation
is based on the same philosophy and policies for all executive officers, and
includes the same five components as the executive officers. The independent
compensation consultant submitted a comprehensive review of Mr. Anderson's
compensation. As part of this review, the consultant evaluated and compared the
components of Mr. Anderson's total compensation package with compensation
packages of chief executives of other Pennsylvania banks and bank holding
companies of similar asset size. According to the consultant, for 1997, Mr.
Anderson's salary was 88% of the comparison groups salaries, his cash bonus was
2% of his base salary as compared to 43% of the base salaries of the comparison
groups cash bonus and Mr. Anderson received no stock options. The consultant
concluded that Mr. Anderson's compensation program is reasonable, competitive
and equitable. While the amount of his compensation within the various pay
components is conservative, the program reflects a compensation philosophy that
seeks to maintain competitive fairness while, at the same time, linking Mr.
Anderson's pay with enhanced shareholder interests. In regard to such an
effort, the Executive Committee in 1998 granted Mr. Anderson 60,000 stock
options in accordance with the guideline described above.
The Executive Committee
* John H. Anderson Ethel J. Otrosina
G. Scott Baton, II Robert G. Salathe, Jr.
Martin L. Bearer Gerald W. Swatsworth,
Chairman
William B. Kania
W. A. Thomas
Edward L. Mears
* Mr. Anderson is a non-participating member of the Executive
Committee relating to his compensation.
February 24, 1999
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following summary compensation table shows the compensation paid by the
Corporation and its Affiliates during the three fiscal years ended December 31,
1996, 1997 and 1998 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,
1998:
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation Awards Payout
- ----------------------------------------------------------------------------------------------------------------------------------
Year Restricted Securities
Ended Other Annual Stock Underlying LTIP All Other
Name and Principal Position December Salary/1/ Bonus/2/ Compensation Awards Options/SARs/3/ Payout Compensation/4/
31 $ $ $ $ # $
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J.H. Anderson 1998 $325,008 $12,314 - - 60,000 - $37,192
Chairman and Chief 1997 288,817 14,322 - - - - 53,817
Executive Officer 1996 262,005 34,512 - - - - 42,089
- ----------------------------------------------------------------------------------------------------------------------------------
S.C. Ackmann 1998 $211,965 $ 8,153 - - 40,000 - $23,842
President and Chief 1997 201,253 9,473 - - - - 37,454
Operating Officer 1996 189,073 24,308 - - - - 28,642
- ----------------------------------------------------------------------------------------------------------------------------------
E.F. Rummel 1998 $181,494 $ 6,978 - - 30,000 - $14,762
Vice Chairman (from 7/1/96 1997 171,916 8,179 - - - - 23,598
to present) and President 1996 153,515 20,275 - - - - 18,520
and Chief Operating
Officer, Laurel Bank
- ----------------------------------------------------------------------------------------------------------------------------------
J. W. Smith/5/ 1998 $175,413 $ 6,708 - - 30,000 - $17,384
Vice Chairman and Treasurer 1997 169,338 7,937 - - - - 35,880
1996 151,754 20,908 - - - - 40,837
- ----------------------------------------------------------------------------------------------------------------------------------
K. Craig 1998 $179,492 $ 6,145 - - 30,000 - $11,349
Vice Chairman (from 1997 164,434 7,128 - - - - 1,508
12/1/98 to present) and 1996 148,092 18,539 - - - - (1,855)
President and Chief
Operating Officer, Laurel
Trust Company
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Cash earned and received by executive officers.
/2/ In 1996, the Corporation adopted a Key Employee Incentive Compensation
Plan pursuant to which certain employees receive an annual performance
bonus award consisting of 50% cash and 50% in Common Stock.
/3/ In 1998, the Corporation adopted the 1998 Equity Incentive Plan pursuant to
which employees and directors may be granted stock options. The Board of
Directors granted these options on May 12, 1998 pursuant to the 1998 Equity
Incentive Plan.
/4/ The Corporation provides the named executive officers with certain group
health, life, medical and other non-cash benefits generally available to all
salaried employees and not required to be included in this column pursuant
to the rules of the SEC. The amounts shown in this column represent the cost
of funding projected retirement benefits under the Corporation's
Supplemental Executive Benefit Plan. The Corporation presently funds the
Supplemental Executive Benefit Plan through the purchase of life insurance
and annuities.
/5/ Mr. Smith was President and Chief Executive Officer of the Moxham Bank
Corporation and Moxham Bank. As part of the terms of the Corporation's
merger with the Moxham Bank Corporation, Mr. Smith became Vice Chairman of
the Corporation. Mr. Smith's salary for 1996 includes $67,622 paid by Moxham
and $84,132 paid by the Corporation. Mr. Smith's "All Other Compensation"
figure for 1996 includes $13,837 in contributions to the Moxham Bank
Supplemental Executive Benefit Plan and $27,000 in contributions to the
Corporation's Supplemental Executive Benefit Plan.
10
<PAGE>
Option Grants in 1998
<TABLE>
<CAPTION>
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total Options
Name Underlying Options Granted to Employees Exercise or Base Expiration Date Grant Date Present
Granted/1/ in Fiscal Year Price ($/Sh) Value/2/
# $
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.H. Anderson 60,000 18.40% $27.75 May 12, 2008 $432,600
- ------------------------------------------------------------------------------------------------------------------------------------
S.C. Ackmann 40,000 12.26% 27.75 May 12, 2008 288,400
- ------------------------------------------------------------------------------------------------------------------------------------
E.F. Rummel 30,000 9.20% 27.75 May 12, 2008 216,300
- ------------------------------------------------------------------------------------------------------------------------------------
J. W. Smith 30,000 9.20% 27.75 May 12, 2008 216,300
- ------------------------------------------------------------------------------------------------------------------------------------
K. Craig 30,000 9.20% 27.75 May 12, 2008 216,300
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Options were granted on May 12, 1998 and became exercisable on May 13, 1998.
There are no reload options associated with these options. Optionees may use
shares they own to pay the exercise price. The exercise price of all options
is 100% of the fair market value of the Corporation's Common Stock on grant
date.
/2/ The Black-Scholes option pricing model is used to estimate the Grant Date
Present Value. Significant assumptions are as follows: volatility - 23.90%;
average risk free rate of return - 5.62%; dividend yield - 2.60%; and
expected life - 6 years. The real value of options in this table depends on
the actual performance of the Corporation's Common Stock and the timing of
exercises.
11
<PAGE>
1998 Aggregate Option Exercises and Year-End Option Values
This table shows the number and value of stock options (exercised and
unexercised) for the named executive officers during 1998. Value of unexercised
options is calculated using the difference between the option exercise price and
the year-end stock price of $27.375 per share, multiplied by the number of
shares underlying the option.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Shares Acquired Number of Securities Underlying Value of Unexercised In-the-Money
Name on Exercise Value Realized Unexercised Options at Fiscal Year-End Options at Fiscal Year-End
- --------------------------------------------------------------------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J.H. Anderson 0 0 60,000 0 $(22,500) 0
- --------------------------------------------------------------------------------------------------------------------------------
S.C. Ackmann 0 0 40,000 0 (15,000) 0
- --------------------------------------------------------------------------------------------------------------------------------
E.F. Rummel 0 0 30,000 0 (11,250) 0
- --------------------------------------------------------------------------------------------------------------------------------
J.W. Smith 0 0 30,000 0 (11,250) 0
- --------------------------------------------------------------------------------------------------------------------------------
K. Craig 0 0 30,000 0 (11,250) 0
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
Supplemental Executive Benefit Plan
The Corporation maintains a Supplemental Executive Benefit Plan covering
designated senior officers of the Corporation and the subsidiary bank (the
"Supplemental Plan"). The Supplemental Plan became effective in 1997 and
supersedes all prior supplemental benefit plans.
Under the Supplemental Plan, a supplemental retirement benefit is payable
to each Executive (as defined in the Supplemental Plan) 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. 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, (b) 50 percent of the Executive's primary insurance benefit
under Social Security, and (c) monthly payments to the Executive under the
Moxham Bank Corporation Executive Retirement Plan ("Moxham Plan"). If, however,
the Executive receives a lump sum payment under the Moxham Plan, the Executive
will not receive any supplemental retirement payments until the aggregate amount
of such payments exceeds the amount of the lump sum payment. If each Executive
remains with the Corporation until age 65 and based upon December 31, 1998,
calculations, Messrs. Anderson, Ackmann, Rummel, Smith, Craig and Ms. Roth would
be entitled to receive annual supplemental retirement benefits under the
Supplemental Plan as follows: Mr. Anderson, $182,450, Mr. Ackmann, $117,360,
Mr. Rummel, $64,463, Mr. Smith, $33,607, Mr. Craig, $82,997, and Ms. Roth,
$15,732. 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 Plan are payable monthly for the
longer of the lifetime of the Executive or ten years, unless the Executive
elects one of three alternative actuarially adjusted joint and survivor annuity
options. 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 Plan; however, the
Corporation and its Affiliates have the discretion to set aside assets or
otherwise fund the Supplemental Plan.
The Supplemental Plan also contains salary continuation arrangements for
designated Executives and Participating Employees (as defined in the
Supplemental Plan), including Messrs. Anderson, Ackmann, Rummel, Smith, Craig
and Ms. Roth 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 Employee 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 Plan contains provisions which are intended to provide
transitional security to the Executives designated in the Plan (Messrs.
Anderson, Ackmann, Rummel, Smith, Craig and Ms. Roth) upon the occurrence of
certain specified "Change in Control" events. "Change in Control" events
include: (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 Plan
(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
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 Plan provides for the following on any "Change in
Control" event: (a) a
13
<PAGE>
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, or if "Change of Control" event occurs prior to the Executive's 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 or her employment; and (c) 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 the Corporation and
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 1998 under the retirement plan, reflecting applicable limitations under
Federal tax laws:
<TABLE>
<CAPTION>
Average
Annual base
Compensation Years of service at retirement
- ------------------ ----------------------------------
10 20 30 40
------- ------- ------- -------
<S> <C> <C> <C> <C>
$ 80,000 ...... $10,353 $20,705 $31,058 $40,234
$105,000 ...... $14,103 $28,205 $42,308 $54,609
$130,000 ...... $17,853 $35,705 $53,558 $68,984
$155,000 ...... $21,603 $43,205 $64,808 $83,359
$180,000 ...... $22,353 $44,705 $67,058 $86,234
$205,000 ...... $22,353 $44,705 $67,058 $86,234
$230,000 ...... $22,353 $44,705 $67,058 $86,234
$255,000 ...... $22,353 $44,705 $67,058 $86,234
</TABLE>
As of December 31, 1998, Messrs. Anderson, Ackmann, Rummel, Smith and Craig
have been credited with 14, 11, 24, 2 and 12 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 ($28,200), Ackmann
($21,600), Rummel ($42,600), Smith ($4,200), and Craig ($21,300). Covered
compensation is based on salary shown in the summary compensation table.
The approximate projected benefits at age 65 based on years of credited
service to age 65 are for Messrs. Anderson ($65,100), Ackmann ($60,800), Rummel
($86,000), Smith ($31,800), and Craig ($70,600). Covered compensation is based
on salary shown in the summary compensation table.
Prior to their merger into the Employees' Retirement Plan of the
Corporation, the retirement plans of Laurel Bank and Fayette Bank 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.
O T H E R I N F O R M A T I O N
Independent Public Accountants
The Board of Directors has appointed PricewaterhouseCoopers, LLP as
independent public accountants to audit the consolidated financial statements of
the Corporation for the year ending December 31, 1999. Representatives of
PricewaterhouseCoopers, LLP 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.
14
<PAGE>
2000 Annual Meeting
The next Annual Meeting of the Corporation's shareholders is scheduled to
be held on May 9, 2000. In order to be included in the Corporation's Proxy
Statement and form of proxy relating to the 2000 Annual Meeting, any proposal
which a shareholder intends to present for consideration at the 2000 Annual
Meeting must be received by the Secretary of the Corporation no later than
December 2, 1999. A shareholder of the Corporation must notify the Secretary of
the Corporation no later than February 28, 2000 if the shareholder intends to
present a proposal for consideration at the 2000 Annual Meeting but does not
intend to include information in the Corporation's Proxy Statement.
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 2000 Annual Meeting must be received in writing by the Secretary of the
Corporation no later than March 18, 2000, 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.
March 10, 1999
15
<PAGE>
[LOGO OF BT FINANCIAL CORPORATION]
RETURN THE ATTACHED PROXY CARD TO ADP USING
PROXY SERVICES THE ENCLOSED SELF-ADDRESSED STAMPED
P.O. BOX 9079 ENVELOPE.
FARMINGDALE, NY 11735
Proxy must be submitted by 4:00 p.m. (Eastern
Daylight Savings Time) on May 10, 1999 unless
you are attending the meeting.
PROPOSAL ONE:
Director Nominees: Louis G. Galliker, Gerald
W. Swatsworth, Rowland H. Tibbott, Jr. and
Thomas A. Young
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
BTFINA KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
BT FINANCIAL CORPORATION
The Board of Directors Recommends a Vote FOR ALL Director Nominees.
Vote On Directors
1. Director Nominees: 01) Louis G. Galliker, 02) Gerald W. Swatsworth,
03) Rowland H. Tibbott, Jr. and 04) Thomas A. Young
For Withhold For All
All All Except
[_] [_] [_]
To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
- ------------------------------------------------------------
The undersigned hereby appoints G. Scott Baton, II, Ethel J. Otrosina and Robert
G. Salathe, 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 11, 1999, and at any adjournments thereof, upon
all matters coming before the meeting. Said proxies are directed to vote as set
forth herein and, in their discretion, upon such matters as may properly come
before the meeting.
NOTE: In their discretion, the Proxies are authorized to vote on such other
business as may properly come before the meeting or any adjournment(s) thereof.
Please sign EXACTLY as your name appears hereon. When signing as attorney,
guardian, executor, trustee, etc. or as officer of a corporation, give full
title as such. For joint accounts, please obtain both signatures.
- --------------------------------------- ----------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
<PAGE>
- --------------------------------------------------------------------------------
BT FINANCIAL CORPORATION
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, MAY 11, 1999, AND
ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BT
FINANCIAL CORPORATION
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. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting of Shareholders.
PLEASE COMPLETE, SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
