Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy [ ] 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 Rule 14a-11(c) or Rule 14a-12
S&T BANCORP, INC.
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies.
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
Notice is hereby given that the Annual Meeting of
Shareholders of S&T Bancorp, Inc. will be held at the
Fifth Street Training Center of S&T Bank, 355 North
Fifth Street, Indiana, Pennsylvania, on Monday, April
15, 1996, at 10:00 a.m., for the purpose of voting on
the following matters:
1. The election of six directors to serve for a period
of three years or until their successors are elected
and shall qualify.
2. The ratification of Ernst & Young LLP, Certified
Public Accountants, as independent auditors of the
Corporation and its subsidiaries for 1996.
3. To transact such other business as may
properly come before the meeting or any adjournment or
postponement thereof.
Only those shareholders of record at the close of
business on March 1, 1996 shall be entitled to notice
of and to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING
IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. IF YOU
DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND
VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
James G. Barone, Secretary
March 15, 1996
<PAGE>
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
ANNUAL MEETING OF SHAREHOLDERS OF
S&T BANCORP, INC.
Date to be mailed: March 15, 1996
PROXY STATEMENT
This proxy is furnished in connection with the
solicitation by the Board of Directors of S&T Bancorp,
Inc. (Corporation) of proxies to be used at the Annual
Meeting of the Shareholders Monday, April 15, 1996, at
10:00 a.m. at the Fifth Street Training Center of S&T
Bank (Bank), 355 North Fifth Street, Indiana, PA, and
at any adjournment thereto.
The annual report of the Corporation for the year
ended December 31, 1995 is being mailed with this
statement.
The cost of solicitation of proxies will be borne by
the Bank. Solicitation is being made by mail, and if
necessary may be made in person or by telephone,
telegram or special letter by officers or regular
employees of the Corporation or the Bank, acting
without compensation other than regular compensation.
VOTING - REVOCATION OF PROXIES
Each Proxy may be revoked at any time prior to its use
at the meeting by, among other methods, giving written
notice to James G. Barone, Secretary of the
Corporation. A subsequently dated Proxy will, if
presented to the Secretary of the Corporation, revoke
a prior dated Proxy. Any Shareholder of the
Corporation may attend the meeting and vote in person
whether or not he has previously given a Proxy. Where
a choice is specified in the Proxy, with respect to
the election of directors, the shares represented by
the Proxy will be voted in accordance with such
specification. IF NO SPECIFICATION IS GIVEN, SHARES
REPRESENTED BY PROXIES WILL BE VOTED FOR PROPOSALS 1,
2, and 3.
Holders of record of the Corporation's common stock at
the close of business on March 1, 1996 (Record Date)
are entitled to notice of and to vote at the meeting.
At the close of business on the Record Date, there
were 11,149,283 shares of the Corporation's common
stock outstanding. Each share of common stock out-
standing on the Record Date is entitled to one vote on
all matters to come before the meeting and holders do
not have cumulative voting rights with respect to the
election of directors.
<PAGE>
PRINCIPAL BENEFICIAL OWNERS OF COMMON STOCK
As of January 31, 1996, the Trust Department of the
Bank held, in various fiduciary capacities, 1,503,512
shares of the Corporation's common stock. These
holdings represent 13.4% of the total outstanding
shares. The Trust Department has sole voting power for
923,388 of these shares and no voting power for
580,124 of these shares. It is the intention of
management to vote the shares for which it has sole
voting power FOR the matters to be acted upon. The
Corporation is not aware of any other person who
beneficially owns more than five percent of any class
of securities of the Corporation.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS
The following table sets forth, as of January 31,
1996, the amount and percentage of the common stock of
the Corporation beneficially owned by each director,
each nominee for director, named Executive Officers of
the Corporation and directors and Executive Officers
of the Corporation as a group.
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percentage of
Directors, Beneficially Owned(A) Shares of
Executive Officers Common Stock
and Nominees* Direct Indirect Owned
<S> <C> <C> <C>
R.C. Bachelier 20,550 18,050 0.34
James G. Barone 20,578 0.18
Thomas A. Brice 30,599 19,899 0.45
Forrest L. Brubaker 43,923 0.39
James L. Carino 70,725 19,258 0.81
John J. Delaney 15,420 19,116 0.31
Robert D. Duggan* 70,548 6,338 0.68
Thomas W. Garges, Jr. 3,934 0.03
William J. Gatti * 12,109 1,400 0.12
Herbert L. Hanna* 72,908 68,000 1.25
Paul B. Johnston* 8,334 0.07
Joseph A. Kirk 18,203 1,883 0.18
David L. Krieger 22,625 0.21
Samuel Levy* 11,567 57,554 0.61
James C. Miller 45,966 2,498 0.43
W. Parker Ruddock 26,780 0.24
Bruce W. Salome 20,491 0.18
Charles A. Spadafora* 19,357 7,553 0.24
Christine J. Toretti 18,329 79,924 0.87
Harold W. Widdowson 8,140 0.07
Directors and Executive
Officers as a group 635,824 301,835 8.34
</TABLE>
(A) Beneficially owned shares include
nonstatutory stock options vesting within
60 days of Proxy Mailing Date.
<PAGE>
BOARD OF DIRECTORS' FEES
Non-employee members of the Board of Directors are
compensated at the rate of $2,500 per year plus $500
per meeting attended. Directors are paid $150 to $200
for attendance at Board Committee Meetings.
In December 1995, each member of the Board of
Directors who was not an employee of the Corporation
was granted an option to acquire up to 2,500 shares of
common stock of the Corporation at an exercise price
of $26.25.
RETIREMENT PLAN
The S&T Bank Retirement Plan (Retirement Plan) covers
all eligible employees and provides a monthly
retirement income for employees and their spouses.
The following table shows the estimated annual benefit
payable upon a normal retirement date to persons in
specified remuneration and years of service
classifications for the Retirement Plan. This benefit
is payable in addition to social security and is
calculated based upon the participant's average annual
regular earnings for the highest five consecutive
years in the last ten.
<TABLE>
<CAPTION>
Average Compensation Annual Benefit Upon Retirement
for the Highest Five with Years of Service Indicated
Consecutive Years in
the Last Ten
15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$30,000 $ 4,905 $ 6,540 $ 8,175 $ 9,810 $11,445
55,000 10,530 14,040 17,550 21,060 24,570
100,000 20,655 27,540 34,425 41,310 48,195
150,000 31,905 42,540 53,175 63,810 74,445
200,000 43,155 57,540 71,925 86,310 100,695
250,000 54,405 72,540 90,675 108,810 126,945
</TABLE>
As of December 31, 1995, years of credited
service and five year average of covered
compensation for Executive Officers is as follows:
<TABLE>
<CAPTION>
Years of 5 Year Average of
Credited Service Covered Compensation
<S> <C> <C>
R. D. Duggan (1) 15 $279,630
J. C. Miller 24 178,208
D. L. Krieger 11 125,174
J. G. Barone 4 120,901
B. W. Salome 4 120,220
</TABLE>
(1) See also "Agreements with Executive
Officers" for discussion of additional
retirement arrangements for Mr. Duggan.
The Bank also maintains a Profit Sharing/Employee
Stock Ownership Plan (ESOP) with 401(k) provisions in
which all employees may participate with elective
salary deferrals. On December 30, 1988, the ESOP
acquired 280,000 shares of the Corporation's common
stock which are being allocated to employee accounts
over a seven to ten year period. In 1995, the Bank
made monthly contributions equal to two percent of the
eligible participants' compensation, a matching
contribution based upon the employees' 401(k)
contribution up to two percent of eligible
compensation and an additional four percent
contribution at year end based on Bank performance. In
<PAGE>
1996, the Bank's contributions will be based upon a
matching contribution up to three percent and a year
end contribution indexed to earnings per share
performance. The year end contribution is expected to
range between 2% and 6%.
Effective January 1, 1994, federal tax laws lowered
the amount of annual compensations that may be
considered in calculating benefits payable from
qualified retirement plans to $150,000 (subject to
index adjustments in future years). In addition,
401(k) contributions by employees are restricted by
"highly compensated employee" formulas. In order that
Bank officers not lose benefits they would normally
have been entitled to receive, non-qualified plans
were approved to accumulate the benefits which would
have accrued in the Retirement Plan and Profit Sharing
/ESOP Plan were it not for the impact of the eligible
compensation restrictions.
Other benefits generally provided to all officers and
full-time employees include a medical reimbursement
plan, a dental plan, a vision care plan, a long-term
disability income plan and life insurance. No outside
director is provided these benefits.
REMUNERATION OF EXECUTIVE OFFICERS
The following table provides information concerning
remuneration of the five highest compensated Executive
Officers during 1995.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Other
Annual Options All Other
Name Year Salary Bonus Compensation SARS Compensation
(A) (B) (C)
<S> <C> <C> <C> <C> <C> <C>
R. D. Duggan 1995 $340,000 - $16,299 21,000 $27,200
Chairman, Chief 1994 317,301 - 15,688 18,000 25,384
Executive Officer 1993 286,896 - 15,560 18,000 18,200
and Director
J. C. Miller 1995 215,000 - 9,491 15,000 17,200
Executive Vice 1994 200,301 - 8,879 12,000 16,024
President and 1993 183,934 - 8,293 12,000 11,600
Director
D. L. Krieger 1995 130,000 $20,000 8,021 10,000 9,000
Vice President 1994 118,865 20,000 7,337 6,000 8,320
1993 107,100 20,000 7,417 6,000 8,255
J. G. Barone 1995 127,800 10,000 6,762 10,000 10,728
Secretary and 1994 112,500 10,000 6,126 6,000 9,800
Treasurer 1993 110,800 10,000 6,144 6,000 7,540
B. W. Salome 1995 123,500 10,000 8,626 10,000 10,794
Vice President 1994 116,500 10,000 7,708 6,000 10,120
1993 110,000 10,000 9,408 6,000 7,917
</TABLE>
<PAGE>
NOTES TO COMPENSATION TABLE
A. Other Annual Compensation includes expense related
to providing life, disability and health insurance,
any personal use of company cars and reimbursement of
any taxes incurred from relocation payments.
B. The Corporation adopted an Incentive Stock Plan
(Plan) that was approved by the Board of Directors on
December 21, 1992 and approved by the shareholders on
April 19, 1993 and an Amendment and Restatement of
the Plan was approved by the Board of Directors on
October 17, 1994 and approved by shareholders on April
17, 1995. Stock option grants were at $17.25, $19.00
and $26.25 per share in 1993, 1994 and 1995,
respectively. Options granted to other Executive
Officers as a group were 22,000 shares in 1993, 32,000
shares in 1994 and 36,000 shares in 1995.
C. Includes contributions by the Bank to the
401(k)/Thrift Plan and to non-qualified benefit plans
that were established in order that Executive Officers
not lose benefits which would normally have accrued in
qualified plans prior to the change in tax laws on
January 1, 1994 that lowered the compensation
calculation base to $150,000 and limitations related
to highly compensated employees.
AGREEMENTS WITH EXECUTIVE OFFICERS
In 1985, the Corporation entered into an employment
agreement with its President and Chief Executive
Officer, Robert D. Duggan until December 31, 1995, in
consideration of a base salary of not less than
$150,000 per year. In return, Mr. Duggan agreed
that, for so long as he is receiving any payment under
this agreement, he will not engage in or have a
financial interest in any business competing with the
Corporation.
The employment agreement entered into by the
Corporation and Robert D. Duggan also provides that if
Mr. Duggan's employment is terminated due to
disability or retirement, he or his spouse shall
receive annually, for ten years, a supplemental
disability or supplemental retirement benefit in an
amount sufficient to provide fifty percent (50%) of
the average annual base salary he received during the
last three consecutive years of his active employment
with the Corporation. On October 17, 1994, the
employment agreement was amended and restated to
extend the term until December 31, 1997 and expand the
annual payout period from 10 years to the actual
number of whole years Mr. Duggan has been employed by
the Corporation since December 15, 1980. The
retirement arrangement of the employment agreement is
unfunded.
In December, 1994, the Corporation entered into change
in control agreements with the five highest
compensated Executive Officers of the Corporation:
Mssrs. Duggan, Miller, Salome, Barone and Kreiger.
Each Agreement provides that if the executive is
terminated within one year following the occurrence of
certain "changes in control" of the Corporation or of
the Bank (as defined in each Agreement) that were not
preapproved by the Board of Directors of the
Corporation, or if the executive voluntarily
terminates his employment with the Corporation under
certain specified circumstances following a change in
control, the Executive Officers will be entitled to
receive a lump-sum cash payment based on the
executive's salary immediately preceding the change in
control and to receive certain continuing Corporation
benefits. In the case of Messrs. Duggan or Miller, the
lump sum cash payment would equal three times his
annual base salary immediately preceding the change in
control; for each of the other Executive Officers, the
cash payment would equal his annual base salary
immediately preceding the change in control.
<PAGE>
Board Compensation Committee Report On Executive Compensation
Executive compensation decisions are made by the four
member Compensation and Benefits Committee (Committee)
of the S&T Bancorp, Inc. Board of Directors (Board).
Each member of the Committee is a non-employee
director. All decisions relating to the compensation
of Executive Officers are reviewed by the Board,
except for decisions about awards under the Incentive
Stock Plan, which must be made solely by the Committee
in order for the grants or awards under such plans to
satisfy Exchange Act Rule 16b-3. The report set forth
below is submitted by Messrs. Levy (Chairman), Brice,
Garges and Ruddock, in their capacity as Committee
members, addressing the Corporation's compensation
policies for 1995 as they affected Mr. Duggan,
Chairman and Chief Executive Officer, and the four
highest compensated Executive Officers of the
Corporation in 1995 (collectively "Senior
Executives").
The Committee, in its executive compensation
decisions, considered overall corporate performance as
well as individual initiative and achievements. The
policy of the Committee is to provide competitive
levels of compensation that integrate pay with the
Corporation's performance goals, reward above average
performance and assist the Corporation in attracting
and retaining qualified executives. Targeted levels of
compensation are set at levels that the Committee
believes to be consistent with others in the industry
that have similar responsibilities, with the Senior
Executives' actual compensation packages increasingly
being weighted toward programs contingent upon the
Corporation's level of long term (three years or
greater) performance. As a result, the Senior
Executives' actual compensation levels in any
particular year may be above or below those of the
Corporation's competitors, depending on the
Corporation's performance. The Committee typically
examines salaries and performance levels of a group of
twelve to fifteen Pennsylvania peer banks as well as
the SNL Securities Bank Performance Report and the SNL
Executive Compensation Review for Commercial Banks.
The Committee continues to endorse the position that
stock ownership by management and stock-based
performance compensation arrangements are beneficial
in aligning management's and shareholders' interests.
The Incentive Stock Plan is considered to be an
important element in designing the compensation
packages of the Corporation's Senior Executive
Officers.
The Committee's general approach in setting the Chief
Executive Officer's annual compensation is to seek to
be competitive with compensation paid to other chief
executive officers, with a similar scope of
responsibilities, by other companies in the industry
based upon long term performance. The Committee
typically compares CEO salary levels and performance
against the same twelve to fifteen Pennsylvania peer
banks discussed above. We have also reviewed salary
information compiled by both regional and national
benefit consultants for comparison purposes.
Mr. Duggan's cash compensation for 1995 increased over
the 1994 level by 7.2 percent. In setting Mr. Duggan's
compensation, the Committee considered the
Corporation's current year and long term performance
against both local competition and a national peer
group of companies in the same business.
Particular emphasis was placed upon the Corporation's
success in meeting its earnings per share, return on
equity and asset quality goals in 1995 as well as the
assessment of Mr. Duggan's individual performance. The
Committee also considered the performance of the
Corporation's stock during 1995 and Mr. Duggan's role
in promoting the long term strategic growth of the
Corporation.
<PAGE>
In December 1995, the Committee granted Mr. Duggan
nonstatutory stock options for 21,000 shares of common
stock with an exercise price equal to the market price
on the date of the grant.
These options are exercisable after six months and
within ten years of the date of the grant. The
Committee believes that this award together with last
year's award of 18,000 shares will encourage long term
performance and promote management retention. In
addition to the options, Mr. Duggan currently owns
24,886 shares of the Corporation's stock. This
significant interest in the Corporation's common stock
is considered to be beneficial to the common interests
of shareholders and management.
Submitted by the Compensation and Benefits Committee
of the S&T Bancorp, Inc. Board of Directors:
Samuel Levy (Chairman); Thomas Brice; Thomas Garges;
Parker Ruddock
<TABLE>
<CAPTION>
Five - Year Cumulative Total Return
S&T Bancorp, Inc.
S&P 500 Index and KBW 50 Index (A)
Index of Total Returns
KBW 50 S&P 500 STBA
<S> <C> <C> <C>
90Q4 100.00 100.00 100.00
91Q1 127.30 114.46 101.54
91Q2 134.26 114.23 104.70
91Q3 155.93 120.30 111.55
91Q4 158.27 130.32 115.19
92Q1 168.68 127.02 125.50
92Q2 178.46 129.44 175.24
92Q3 174.42 133.51 164.79
92Q4 201.68 140.24 191.63
93Q1 216.78 146.36 234.20
93Q2 216.37 147.07 220.43
93Q3 222.72 150.87 251.67
93Q4 212.88 154.37 253.55
94Q1 209.08 148.52 269.54
94Q2 224.80 149.14 268.12
94Q3 220.00 156.43 306.02
94Q4 202.02 156.41 297.67
95Q1 229.07 171.64 292.87
95Q2 261.83 188.02 350.42
95Q3 303.96 202.96 371.52
95Q4 323.56 215.19 456.38
</TABLE>
(A) The Keefe, Bruyett & Woods, Inc. (KBW) 50 is made up of
fifty of the nation's most important banking companies,
including all money center and most regional banks.
<PAGE>
STOCK OPTION PLAN ANTICIPATED BENEFITS
The following table is presented to show proposed
benefits to the CEO and the four most highly
compensated Executive Officers. The potential
realizable value is calculated assuming annual
increases to the total return (market value
appreciation, plus dividends) of the Corporation's
common stock of 5% and 10%.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Options % of
Granted Total Exercise Expiration
1995 Granted Price Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
R. D. Duggan 21,000 13% $26.25 12/18/05 $346,710 $878,430
J.C. Miller 15,000 9 26.25 12/18/05 247,650 627,450
D. L. Krieger 10,000 6 26.25 12/18/05 165,100 418,300
J. G. Barone 10,000 6 26.25 12/18/05 165,100 418,300
B. W. Salome 10,000 6 26.25 12/18/05 165,100 418,300
</TABLE>
The table below shows information about option
holdings for Executive Officers at year end
on an aggregate basis.
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTIONS/SAR VALUES (A)
Value of Unexercised
Number of Unexercised In-The-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-End (B) Year-End (B)
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
R. D. Duggan 52,000 21,000 $715,420 $89,250
J. C. Miller 30,000 15,000 398,220 63,750
D. L. Krieger 16,000 10,000 215,980 42,500
J. G. Barone 16,000 10,000 215,980 42,500
B. W. Salome 16,000 10,000 215,980 42,500
</TABLE>
(A): No stock options were exercised in 1995.
(B): The numbers set forth in these columns
represent nonstatutory stock options.
There have been no SARs issued pursuant to the Plan.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Bank has made and expects to make in the future,
extensions of credit in the ordinary course of
business to certain directors and officers. These
loans are made on substantially the same terms,
including interest rates, collateral and repayment
terms, as those prevailing at the same time for
comparable transactions with others. Such loans did
not involve more than normal risk of collectibility or
present unfavorable features.
On October 1, 1986, the Bank entered into an agreement
to lease, from Director Toretti and her husband as
trustees under an irrevocable trust, a building and
land which is used as the Bank's North Fourth Street
<PAGE>
branch and operations center. The terms of the
agreement provide for payment of $10,000 per month for
the first five years and options to renew for four,
five year terms with rent for each option term to be
the rent from the previous term, plus five percent. On
October 1, 1991 the Bank exercised its first option at
$10,500 per month.
On August 1, 1992 the Bank entered into an agreement
to lease from S.W. Jack Drilling Company, controlled
by Director Toretti, a building used for the S&T Bank
Trust Department and other executive offices. The
terms of the agreement provide for monthly payments of
$6,500 for three years and the option to lease
additional space on the second floor with additional
monthly payments of $7,350. The agreement also
provides S&T Bank with renewal options for four
additional successive terms of three years each, with
rent for each renewal option to be the rent from the
previous term plus five percent. On July 1, 1993, the
Bank exercised the option for the second floor space
at the S.W. Jack Building. On August 1, 1995 the bank
exercised the first renewal option with a new,
combined monthly rent of $14,543.
On January 31, 1992 the Bank entered into a limited
partnership arrangement with RCL Partners, Inc. for
the construction of thirty apartments in Indiana,
Pennsylvania targeted for senior citizens. Total
investment by the Bank was $1,761,766 and entitled the
Bank to certain tax credits, tax depreciation benefits
and a share of cash flows under the Internal Revenue
Service Section 42 program. Director Delaney (and
affiliated parties) and Director Gatti (and affiliated
parties) each hold a one third interest in RCL
Partners, Inc.
During 1995, the Bank made payments for purchases of
goods and services from companies owned or controlled
by Director Donnelly, Director Brice and Director
Spadafora for $127,898, $123,081 and $66,578,
respectively.
CERTAIN BUSINESS RELATIONSHIPS
During 1995, the Bank acquired automobile loans on a
third party basis from companies owned by Director
Delaney and from companies owned by Director
Spadafora. These loans were acquired on substantially
the same terms as those prevailing at the same time
for comparable transactions with others.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Regulations require the disclosure of any related party
transactions with members of the Compensation
Committee. During 1995, the Bank made payments of
$123,081 to a company owned by Director Brice for the
purchase of furniture and other equipment. The Bank
has made and expects to make in the future, extensions
of credit in the ordinary course of business to
members of the Compensation Committee. These loans are
made on substantially the same terms, including
interest rates, collateral and repayment terms, as
those prevailing at the same time for comparable
transactions with others. Such loans did not involve
more than normal risk of collectibility or present
unfavorable features.
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
The bylaws of the Corporation provide that the number
of directors constituting the Board of Directors shall
consist of not less than twelve nor more than
twenty-five. The Articles of Incorporation of the
Corporation provide for the classification of
directors into three classes, as nearly equal in
number as possible, with approximately one third of
the directors elected annually for three year terms.
Certain information about the Nominees (Class 3
Directors), whose terms will expire in 1996, and who
are presently members of the Board of Directors of the
Corporation and the Bank, is set forth below:
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age During Past 5 Years Since
<S> <C> <C> <C>
Robert D. Duggan (1) 63 Chairman and Chief Executive Officer 1981
of the Corporation and the Bank
William J. Gatti 54 President and Chief Executive Officer 1993
of Gatti Services, Inc.
Herbert L. Hanna(1)(2)66 M.D. (Family Practice) 1986
Paul B. Johnston 69 Doctor of Dental Surgery 1980
Samuel Levy (1) (3) 57 President, Jefferson Wholesale
Grocery 1977
Charles A. Spadafora 54 President, Colonial Motor Mart 1987
</TABLE>
Certain information about the directors
whose terms continue (Class 1 and Class
2 Directors), who are directors of the
Corporation and the Bank, is set forth
below:
<TABLE>
<CAPTION>
Class 1 Directors whose terms expire in 1997:
Principal Occupation Director
Name Age During Past 5 Years Since
<S> <C> <C> <C>
R.C. Bachelier (1)(5) 70 Retired, Formerly Vice Chairman of 1983
the Corporation and the Bank
Forrest L. Brubaker(1)(2)68 Retired, Formerly Chairman of 1987
the Board of Directors of the Corporation
and the Bank
John J. Delaney (2) 54 President, Delaney Chevrolet,
Buick,Honda 1987
W. Parker Ruddock (1) (3)67 Judge of the Court of Common 1977
Pleas of Indiana County, Pennsylvania
Christine J.Toretti(1)(2)39 President, S.W. Jack Drilling
Company and 1984
Partner, C&N Company, Gas Drillers and Producers
</TABLE>
<PAGE>
CLASS 2 DIRECTORS WHOSE TERMS EXPIRE IN 1998:
<TABLE>
<CAPTION>
Principal Occupation Director
Name Age During Past 5 Years Since
<S> <C> <C> <C>
Thomas A. Brice (1)(2)(3) 55 General Manager, Douds, Inc. 1980
Retail Home Furnishings
James L. Carino (1) 63 President, J.L. Carino Nurseries,
Inc. 1987
Thomas W. Garges, Jr.(1)(3) 56 President and Chief Executive
(4) Officer, 1991
Rochester & Pittsburgh Coal Company;
Formerly Executive Vice President,
Elk River Resources
James C. Miller (1) 50 Executive Vice President 1993
of the Corporation,
President and Chief Operating Officer
of the Bank
Harold W. Widdowson 68 Retired, Formerly President and 1980
Treasurer, Widdowson's Jewelers, Inc.
Joseph A. Kirk 56 President, Beaver Meadow 1993
Creamery, Inc.
</TABLE>
NOTES TO LISTING OF DIRECTORS ON PAGES 12 AND 13
(1) Members of the Executive Committee of the Bank and
Corporation. This committee, which is appointed
annually by the Board of Directors, has authority to
take action between meetings of the Board of Directors
with respect to matters which a majority of the
committee considers necessary to be addressed prior to
the next meeting of the Board of Directors. This
committee had five meetings during 1995.
(2) Members of the Audit Committee of the Bank and
Corporation. The Audit Committee had four meetings
during 1995. The committee supervises the internal
audit activities of the Bank and also supervises and
directs the activities of the Corporation's
independent auditors. Another function of the
committee is to recommend the services of a reputable
certified public accounting firm to perform the annual
audit. The committee receives and reviews reports of
auditors and examiners and presents them to the Board
of Directors with comments and recommendations.
(3) Members of the Compensation and Benefits Committee
of the Bank and Corporation. This committee's function
is to recommend to the Board of Directors action on
compensation and benefit changes brought to it by
management. The committee held two meetings during
1995.
(4) Mr. Garges is a director of a company that has a
class of securities registered under the Securities
Exchange Act of 1934.
(5) S&T Bylaws require mandatory director retirement
at the Annual Meeting following the 70th birthday of
the director. As such, Director Bachelier will retire
from the Board at the April Meeting. The Board
currently anticipates that it will reduce the size of
the Board by one member at the April Meeting.
The Board does not have a nominating committee.
During 1995, the Board of Directors of the Corporation
held twelve meetings. All directors attended at least
75% of the meetings of the board and committees.
<PAGE>
RELATIONSHIP WITH INDEPENDENT AUDITORS
(Proposal 2)
The Board of Directors considers it desirable that its
appointment of the firm of Ernst & Young LLP, One
Oxford Centre, Pittsburgh, Pennsylvania 15219, as
independent auditors of the Corporation and its
subsidiaries for the year 1996, be ratified by the
shareholders.
Professional services provided to the Corporation and
the Bank by Ernst & Young LLP for the year 1995 were
the audit of the financial statements and assistance
with certain accounting, reporting and tax matters
relative to the operations of the Corporation and the
Bank. A representative of Ernst & Young LLP is
expected to be present at the annual meeting with the
opportunity to make a statement if he so desires and
to respond to appropriate questions.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires the Corporation's directors and Executive
Officers, and persons who own more than ten percent of
the Corporation's stock, to report to the Securities
and Exchange Commission ("SEC") certain of their
transactions with respect to the Corporation's stock.
The SEC reporting rules require that changes in
beneficial ownership generally be reported on Form 4
within ten days of the month in which the change
occurs, except certain types of changes may be
reported on a Form 5 within 45 days of the end of the
year in which the change occurs. During 1995, all
directors and Executive Officers timely filed all
changes in beneficial ownership.
SHAREHOLDERS' PROPOSALS
Proposals of Shareholders intended to be presented at
the Annual Meeting to be held in 1997 must be received
by the Corporation no later than November 13, 1996 for
inclusion in the proxy statement and form of proxy
relating to the 1997 meeting.
<PAGE>
OTHER MATTERS
As of the date of this proxy statement no matters
other than those set forth in the Notice of Meeting
are expected to be presented to shareholders for
action at this meeting. However, if any further
business should properly come before the meeting, it
is the intention of the persons named in the
accompanying proxy to vote on such business in
accordance with their best judgment.
By Order of the Board of Directors
James G. Barone, Secretary
UPON WRITTEN REQUEST TO THE SECRETARY OF THE
CORPORATION AT S&T BANCORP, INC., 800 PHILADELPHIA
STREET, INDIANA, PENNSYLVANIA 15701, BY ANY
SHAREHOLDER WHOSE PROXY IS SOLICITED HEREBY, THE
CORPORATION WILL FURNISH A COPY OF ITS 1995 ANNUAL
REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE
COMMISSION, TOGETHER WITH FINANCIAL STATEMENTS AND
SCHEDULES THERETO, WITHOUT CHARGE TO THE SHAREHOLDER
REQUESTING SAME.
March 15, 1996
<PAGE>
PROXY
S&T BANCORP, INC.
800 Philadelphia Street
Indiana, PA 15701
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoint Ruth B. Wells, James B. George and
Delbert M. Baker or either of them with full power of
substitution, and hereby authorizes them to represent and to
vote as designated below, all the shares of common stock of S&T
Bancorp, Inc. held on record by the undersigned on March 1,
1996, at the annual meeting of shareholders to be held at 10:00
AM on Monday, April 15, 1996, at the Fifth Street Training
Center of S&T Bank, 355 North Fifth Street, Indiana, PA or any
adjournment thereof.
1. ELECTION OF SIX DIRECTORS FOR A THREE-YEAR TERM:
FOR WITHHOLD
all nominees listed AUTHORITY
above (except to vote for all
as marked to nominees listed
the contrary) above
[ ] [ ]
Robert D. Duggan, William J. Gatti, Herbert L. Hanna, Paul B.
Johnston, Samuel Levy, Charles A. Spadafora
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
2. Proposal to rally the appointment of Ernst & Young LLP as the
independent auditors for the Corporation and its subsidiaries
for 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other business as may property come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears to left. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized
person.
<PAGE>
