PENNS WOODS BANCORP, INC.
Corporate Headquarters
115 South Main Street
Jersey Shore, PA 17740
Theodore H. Reich
President
and
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1998
To Our Shareholders:
Notice is hereby given that the Annual Meeting of holders of common
stock of Penns Woods Bancorp, Inc., (the "Corporation") will be held at
the Williamsport Branch Office of Jersey Shore State Bank (the "Bank"),
300 Market Street, Williamsport, PA 17703-0967, on April 29, 1998, at 1:00
P.M. , for the following purposes:
1. To elect two (2) Class 1 Directors, to serve for a three-year term
that will expire in 2001, and until their successors are elected and
qualified.
2. To vote on a proposal to approve a Stock Option Plan that
authorizes a Committee of the Board of Directors to grant options for the
purchase of up to 100,000 shares of Penns Woods' Common Stock, within five
years, which constituties approximately 3.90% of Penns Woods' presently
outstanding shares of Common Stock.
3. To ratify the appointment by the Corporation's Board of Directors
of Parente, Randolph, Orlando, Carey & Associates of Williamsport,
Pennsylvania, Certified Public Accountants, as the independent auditors
for the Corporation for the year ending December 31, 1998; and
4. To transact such other business as may properly come before the
Annual Meeting, and any adjournment or postponement thereof.
Holders of record at the close of business on March 10, 1998, shall be
entitled to notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof. At the Annual Meeting, each
shareholder is entitled to one vote for each share of common stock, $10.00
par value, of the Corporation registered in the shareholder's name on the
record date.
A shareholder who returns a Proxy may revoke the Proxy at any time
before it is voted by (1) giving written notice of revocation to Sonya E.
Hartranft, Secretary, Penns Woods Bancorp, Inc., 300 Market Street, PO Box
967, Williamsport, PA 17703-0967, (2) executing a later-dated Proxy and
giving written notice thereof to the Secretary of the Corporation or (3)
voting in person after giving written notice to the Secretary of the
Corporation.
All Proxies properly executed and not revoked will be voted as
specified.
A copy of the Corporation's Annual Report and Form 10-K for the fiscal
year ended December 31, 1997 is being mailed with this Notice. The Annual
Report should not be regarded as Proxy solicitation materials.
You are urged to mark, sign, date and promptly return your Proxy in
the enclosed postage-paid envelope so that your shares may be voted in
accordance with your wishes and in order that the presence of a quorum may
be assured. The prompt return of your Proxy, regardless of the number of
shares you hold, will aid the Corporation in reducing the expense of
additional Proxy solicitation.
You are cordially invited to attend the Annual Meeting. The giving of
such Proxy does not affect your right to vote in person at the Annual
Meeting, if you give written notice to the Secretary of the Corporation of
your intention to vote at the Annual Meeting.
By Order of the Board of Directors,
Theodore H. Reich
President and
Chief Executive Officer
Dated: March 26, 1998
PENNS WOODS BANCORP, INC.
115 South Main Street, Jersey Shore, PA 17740
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1998
Introduction, Date, Time and Place of Annual Meeting
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of PENNS WOODS BANCORP, INC. (the
"Corporation"), a Pennsylvania business corporation, of proxies to be
voted at the Annual Meeting (the "Annual Meeting") of holders of common
stock (the "common stock") of the Corporation to be held on April 29,
1998, at 1:00 P.M., at the Williamsport Branch Office of Jersey Shore
State Bank (the "Bank"), 300 Market Street, Williamsport, PA 17703-0967,
and any adjournment or postponement thereof.
The main office of the Corporation is located at 115 South Main Street,
Jersey Shore, PA 17740. The telephone number is (717)398-2213. All
inquiries should be directed to Theodore H. Reich, President of the
Corporation, (717)322-1111. The Bank is a wholly owned subsidiary of the
Corporation.
Voting Securities
Holders of record of the common stock, par value $10.00 per share, at
the close of business on March 10, 1998, will be entitled to notice of
and to vote at the Annual Meeting. On March 10, 1998 there were 2,565,958
shares of common stock issued and outstanding. Each share of the common
stock outstanding as of the close of business on March 10, 1998, is
entitled to one vote on each matter that comes before the meeting and
holders do not have cumulative voting rights with respect to the election
of directors.
Under Pennsylvania law and the Bylaws of the Corporation, the
presence of a quorum is required for each matter to be acted upon at the
Annual Meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum for the particular matter. Broker
non-votes will not be counted in determining the presence of a quorum for
the particular matter as to which the broker withheld authority.
Assuming the presence of a quorum, the two nominees for director
receiving the highest number of votes cast by shareholders entitled to
vote for the election of directors shall be elected. Votes withheld from
a nominee and broker non-votes will not constitute or be counted as votes
cast for such nominee.
Assuming the presence of a quorum, the affirmative vote of a majority
of all votes cast by shareholders at the Annual Meeting is required for
the approval of the Stock Option Plan and the ratification of the
independent auditors. Abstentions and broker non-votes will not
constitute or be counted as votes cast and therefore will not count either
for or against approval of the Stock Option Plan and ratification of
auditors.
All Proxies properly executed and not revoked will be voted as
specified.
Solicitation
This Proxy Statement and enclosed form of proxy (the "Proxy") are
first being sent to shareholders of the Corporation on or about March 26,
1998. Shares represented by the Proxy, if properly signed and returned,
will be voted in accordance with the specifications made thereon by the
shareholders. Any Proxy not specifying to the contrary will be voted
"FOR" the Class 1 nominees noted, "FOR" the approval of the Stock Option
Plan and "FOR" the ratification of the appointment of Parente, Randolph,
Orlando, Carey & Associates, Certified Public Accountants, as the
independent auditors of the Corporation for the year ending December 31,
1998. The execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and to vote in pe
