March 17, 1999
Dear Shareholder:
We are pleased to enclose your Notice of Annual
Meeting and Proxy Statement for the Annual Meeting of
Shareholders of S&T Bancorp, Inc. ("S&T") to be held
on April 19, 1999, at 10:00 a.m., Eastern Standard
Time, at the S&T Training and Support Center, located
at 355 North Fifth Street, Indiana, Pennsylvania.
At the Annual Meeting, you will be asked to elect six
directors of S&T to serve terms expiring in 2002 and
to transact such other business as may properly come
before the meeting or any adjournment thereof.
In order to make sure that your vote is represented at
the Annual Meeting, indicate your vote on the enclosed
proxy form, sign, date and return it in the enclosed
envelope. If you attend the Annual Meeting in person,
you may revoke your proxy at the Annual Meeting and
vote in person.
Sincerely,
James C. Miller
President and
Chief Executive Officer
<PAGE>
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
_________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 19, 1999
__________________________
To the Shareholders of
S&T Bancorp, Inc.:
Notice is hereby given that the Annual Meeting of
Shareholders of S&T Bancorp, Inc. ("S&T") will be held
at the S&T Training and Support Center, located at 355
North Fifth Street, Indiana, Pennsylvania 15701, on
April 19, 1999 at 10:00 a.m., Eastern Standard Time,
for the following purposes:
1. To elect six directors of S&T to serve terms
expiring in 2002, and;
2. To transact such other business as may properly
come before the meeting or any adjournment thereof.
Only shareholders of record at the close of business
on March 1, 1999 are entitled to notice of and to vote
at such meeting or any adjournment thereof.
By Order of the Board of Directors,
James G. Barone
Secretary
Indiana, Pennsylvania
March 17, 1999
IMPORTANT
YOUR VOTE IS IMPORTANT. IN ORDER TO ASSURE YOUR
REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK,
SIGN, DATE AND RETURN THE ENCLOSED PROXY AS SOON AS
POSSIBLE IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED FOR MAILING IN THE UNITED STATES. THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE ELECTION AS DIRECTORS OF THE
NOMINEES NAMED HEREIN.
<PAGE>
S&T BANCORP, INC.
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 1999
__________________________
INTRODUCTION
This Proxy Statement is being furnished to
shareholders of S&T Bancorp, Inc. ("S&T") in
connection with the solicitation of proxies by the
Board of Directors of S&T (the "S&T Board") for use at
the Annual Meeting of Shareholders, and any
adjournments thereof, to be held at the time and place
set forth in the accompanying notice ("Annual
Meeting"). It is anticipated that the mailing of this
Proxy Statement and the enclosed proxy card will
commence on or about March 17, 1999.
At the Annual Meeting, shareholders of S&T will be
asked to elect six directors of S&T to serve terms
expiring in 2002.
All shareholders are urged to read this Proxy
Statement carefully and in its entirety.
MEETING INFORMATION
Date, Place and Time
The Annual Meeting of Shareholders of S&T will be held
on April 19, 1999 at 10:00 a.m., Eastern Standard
Time, at the S&T Training and Support Center, located
at 355 North Fifth Street, Indiana, Pennsylvania.
Record Date; Voting Rights
The securities which can be voted at the S&T Annual
Meeting consist of shares of S&T Common Stock, with
each share entitling its owner to one vote on all
matters. Only holders of record of S&T Common Stock at
the close of business on March 1, 1999 (the "Record
Date") will be entitled to notice of and to vote at
the Annual Meeting. There were __________ record
holders of outstanding S&T Common Stock and __________
shares of S&T Common Stock outstanding as of the
Record Date.
A quorum is required for the transaction of business
at the Annual Meeting. A quorum is constituted by the
presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes
which all shareholders are entitled to cast on the
particular matters to be voted on. At a duly organized
Annual Meeting, each matter shall be decided by a
majority of the votes cast on such matters by the
shareholders present at the meeting in person or by
proxy. Votes withheld from director nominees and
abstentions will be counted in determining whether a
quorum has been reached, but failure to execute and
return a proxy will result in a shareholder not being
considered present at the meeting.
Under Pennsylvania law, the act of "voting" does not
include either recording the fact of abstention or
failing to vote for a candidate or for approval or
disapproval of a proposal, whether or not the person
entitled to vote characterizes the conduct as voting.
In other words, only those who indicate an affirmative
or negative decision on a matter are treated as
voting, so that an abstention or failure to vote is
not equivalent to a negative decision.
With respect to Proposal 1, the six nominees for
election as directors who receive the greatest number
of votes cast at the Annual Meeting shall be elected
as directors at the conclusion of vote tabulation. A
withheld vote on any nominee will not affect the
voting results.
Broker-dealers who hold shares on behalf of their
customers in street name may vote, in their
discretion, on "routine" items on behalf of any
customers who do not furnish voting instructions prior
to the Annual Meeting. With respect to non-routine
items that come before the Annual Meeting for a vote,
such broker-dealers would not be able to vote without
first receiving voting instructions for their
customers. Although S&T believes that the proposal to
be considered by the shareholders is routine, if there
were broker "non-votes" (arising from the lack of
required instructions from beneficial owners) such
non-votes would not be considered in the calculation
of the majority of the votes cast and therefore would
have no effect on the vote with respect to a non-
routine item.
Voting and Revocation of Proxies
If the appropriate enclosed form of proxy is properly
executed and returned to S&T in time to be voted at
the Annual Meeting, the shares represented thereby
will be voted in accordance with the instructions
marked thereon. Executed but unmarked proxies will be
voted "FOR" the nominees proposed by the S&T Board in
the attached Notice of Annual Meeting of Shareholders.
Except for procedural matters incident to the conduct
of the Annual Meeting, S&T does not know of any
matters other than those described in the Notice of
Annual Meeting that are to come before the Annual
Meeting. If any other matters are properly brought
before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by
the proxies in their discretion on such matters as
recommended by a majority of the S&T Board.
The presence of a shareholder at the Annual Meeting
will not automatically revoke such shareholder's
proxy. However, shareholders may revoke a proxy at any
time prior to its exercise by filing with the
Secretary of S&T a written notice of revocation, by
delivering to S&T a duly executed proxy bearing a
later date or by attending the Annual Meeting and
voting in person.
<PAGE>
Solicitation of Proxies
The cost of soliciting proxies in the form enclosed
herewith will be borne by S&T. In addition to the
solicitation of proxies by mail, S&T, through its
directors, officers and regular employees, may also
solicit proxies personally or by telephone. S&T also
will request persons, firms and corporations holding
shares of S&T Common Stock in their names or in the
name of their nominees, which are beneficially owned
by others, to send proxy material to and obtain
proxies from the beneficial owners and will reimburse
the holders for their reasonable expenses in so doing.
PRINCIPAL BENEFICIAL OWNERS OF S&T COMMON STOCK
As of December 31, 1998, the Investment Management and
Trust Services Department ("Trust Services") of S&T
Bank held, in various fiduciary capacities, 3,529,496
shares of S&T Common Stock. These holdings represent
12.8% of the total outstanding shares. Trust Services
has sole voting power for 2,035,336 of these shares
and no voting power for 541,589 of these shares, held
in customer accounts. It is the intention of management
to vote the shares for which it has sole voting power
"FOR" the matters to be acted upon at the Annual
Meeting. The remaining 952,571 shares of S&T Common
Stock are held by Trust Services as trustee ("Trustee")
of the S&T Thrift Plan for S&T Bank Employees (the
"Plan"). As Trustee, Trust Services will vote such
shares as instructed by Plan participants. The Trustee
will vote any allocated shares for which it has not
received any instruction in the same proportion as
shares for which voting instructions have been
received. S&T is not aware of any other person who
beneficially owns more than five percent of any class
of securities of S&T.
<PAGE>
BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS
AND OFFICERS
The following table sets forth, as of December 31,
1998, the amount and percentage of S&T Common Stock
beneficially owned by each director, each nominee for
director, named Executive Officers of S&T and
directors and Executive Officers of S&T Bank as a
group.
<TABLE>
<CAPTION>
Directors, Executive Officers Shares of Common Stock Percent Owned
and Nominees+ Beneficially Owned (A)
<S> <C> <C>
James G. Barone 50,682 *
Thomas A. Brice 117,197 *
James L. Carino 227,451 *
John J. Delaney 78,213 *
Robert D. Duggan+ 180,927 *
Thomas W. Garges, Jr. 12,942 *
William J. Gatti+ 42,106 *
Ruth M. Grant+ 190,226 *
Jeffrey D. Grube 3,319 *
Herbert L. Hanna+ 241,180 *
Frank W. Jones 20,224 *
Joseph A. Kirk 55,745 *
David L. Krieger 22,680 *
Samuel Levy+ 154,716 *
James C. Miller 154,516 *
Alan Papernick 3,246 *
W. Parker Ruddock 63,560 *
Bruce W. Salome 76,773 *
Myles D. Sampson 11,775 *
J. Jeffrey Smead 53,731 *
Charles A. Spadafora+ 71,367 *
Christine J. Toretti 229,642 *
All Directors and Executive 2,226,125 7.83
Officers as a group
(27 Persons)
__________
+ Less than 1%
(A) May include shares held by spouse, other family
members, as trustee or through a corporation.
Includes the following nonstatutory stock options
vesting within 60 days of the date this Proxy
Statement is mailed: Mr. Barone, 40,000 shares;
Mr. Brice, 20,000 shares; Mr. Carino, 20,000
shares; Mr. Delaney, 15,000 shares; Mr. Duggan,
131,000 shares; Mr. Gatti, 20,000 shares; Ms.
Grant, 3,110 shares; Mr. Grube, 1,246 shares; Dr.
Hanna, 15,000 shares; Mr. Jones, 3,110 shares; Mr.
Kirk, 20,000 shares; Mr. Krieger, 20,000 shares;
Mr. Levy, 20,000 shares; Mr. Miller, 114,000
shares; Mr. Papernick, 1,246 shares; Mr. Ruddock,
15,000 shares; Mr. Salome, 72,000 shares; Mr.
Sampson, 3,110 shares; Mr. Smead, 46,000 shares;
Mr. Spadafora, 20,000 shares; Ms. Toretti, 20,000
shares; and all other Executive Officers as a
group, 131,000 shares. The reporting person may
disclaim beneficial ownership of such shares.
</TABLE>
<PAGE>
PROPOSAL I---ELECTION OF DIRECTORS
General
The bylaws of S&T (the "S&T Bylaws") provide that the
number of directors constituting the S&T Board shall
consist of not less than 12 nor more than 25.
Currently, there are 17 directors on the S&T Board.
The Articles of Incorporation of S&T 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 1999,
and who are presently members of the S&T Board and the
S&T Bank Board, is set forth below:
<TABLE>
<CAPTION>
Class 3 Nominees for Terms to Expire in 2002:
Principal Occupation
Name Age During Past 5 Years Director Since
<S> <C> <C> <C>
Robert D. Duggan(1) 66 Chairman of S&T and S&T Bank, 1981
Formerly Chief Executive
Officer of S&T and S&T Bank
William J. Gatti 57 President and Chief Executive 1993
Officer, Gatti Medical Supply,
Inc.
Ruth M. Grant(1) 67 President, Louis A. Grant, 1997
Inc. - Specialized Equipment
Manufacturing and Services
Herbert L. Hanna, M.D.(1)(2) 69 Family Practice 1986
Samuel Levy(1)(3) 60 President, Jefferson Wholesale 1977
Grocery Company, Inc.
Charles A. Spadafora 57 President, Colonial Motor Mart 1987
Certain information about the directors whose terms
continue (Class 1 and Class 2 Directors), who are
directors of S&T and S&T Bank, is set forth below:
Class 1 Directors Whose Terms Expire in 2000:
Name Age Principal Occupation Director Since
During Past 5 Years
John J. Delaney(2) 57 President, Delaney Chevrolet, 1987
Geo, Buick, Honda
Frank W. Jones(2) 53 Attorney-at-Law 1997
Alan Papernick 61 Attorney-at-Law 1997
W. Parker Ruddock(1)(3) 70 Senior Judge of the Court of 1977
Common Pleas of Indiana County,
Pennsylvania
Myles D. Sampson(2) 54 President, Rimco Properties, Inc. 1997
- Real Estate Development
Christine J. Toretti(1)(2)(3) 42 President, S. W. Jack Drilling 1984
Company and Partner, C&N Company-
Gas Drillers and Producers
Class 2 Directors Whose Terms Expire in 2001:
Name Age Principal Occupation Director Since
During Past 5 Years
Thomas A. Brice(1)(3) 58 Vice President, Douds, 1980
Inc. - Retail Interior
Furnishings
James L. Carino(1) 66 President, J.L. Carino 1987
Nurseries, Inc.
Thomas W. Garges,Jr.(1)(3)(4) 59 Former President and Chief 1990
Executive Officer,Rochester
& Pittsburgh Coal Company
Jeffrey D. Grube(2) 45 President, B.F.G. Electroplating 1997
and Manufacturing Company
Joseph A. Kirk(2) 59 President, Beaver Meadow 1993
Creamery, Inc.
James C. Miller(1) 53 President and Chief Executive 1993
Officer of S&T and S&T Bank
</TABLE>
<PAGE>
Notes to Listing of Directors on Page 4
(1) Members of the Executive Committee of S&T Bank and
S&T. The committee, which is appointed annually by
the S&T Board, has authority to take action
between meetings of the S&T Board with respect to
matters which a majority of the committee
considers necessary to be addressed prior to the
next meeting of the S&T Board. The committee had
four meetings during 1998.
(2) Members of the Audit Committee of S&T Bank and
S&T. The Audit Committee had three meetings during
1998. The committee reviews the internal audit
activities of S&T Bank and also supervises and directs
the activities of S&T'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 S&T Board with comments and
recommendations.
(3) Members of the Compensation and Benefits Committee
of S&T Bank and S&T. The committee's function is to
recommend to the S&T Board action on compensation and
benefit changes brought to it by management. The
committee had two meetings during 1998.
(4) Mr. Garges resigned from the S&T Board and S&T
Bank Board effective January 1, 1999.
(5) The S&T Bylaws require mandatory director
retirement at the Annual Meeting following the 70th
birthday of the director. As such, Director Ruddock
will retire from the S&T Board at the Annual Meeting.
The S&T Board currently anticipates that it will
reduce the size of the S&T Board by one member
immediately following the Annual Meeting.
The S&T Board does not have a nominating committee.
During 1998, the S&T Board held 13 meetings. All
directors attended at least 75% of the total number of
meetings of the S&T Board and committees.
S&T Board Fees
Non-employee members of the S&T Board are compensated
at the rate of $5,000 per year plus $700 per meeting
attended. Directors are paid $200 to $250 for
attendance at S&T Board committee meetings. In
December 1998, each member of the S&T Board who was
not an employee of S&T was granted an option to
acquire up to 5,000 shares of S&T Common Stock at an
exercise price of $27.75 per share, the market price
on the date of the grant. These options are
exercisable after six months and within 10 years of
the date of the grant.
<PAGE>
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 10 years ("Average Covered
Compensation").
<TABLE>
<CAPTION>
Pension Plan Table
Years of service
Remuneration 10 15 20 25 30
<S> <C> <C> <C> <C> <C>
$ 100,000 $ 13,347 $ 20,021 $ 26,694 $ 33,368 $ 40,041
150,000 20,847 31,271 41,694 52,118 62,541
200,000 28,347 42,521 56,694 70,868 85,041
250,000 35,847 53,771 71,694 89,618 107,541
300,000 43,347 65,021 86,694 108,368 130,041
350,000 50,847 76,271 101,694 127,118 152,541
400,000 58,347 87,521 116,694 145,868 175,041
450,000 65,847 98,771 131,694 164,618 197,541
</TABLE>
As of December 31, 1998, completed years of credited
service and Average Covered Compensation for Executive
Officers is as follows:
<TABLE>
<CAPTION>
Name Years of Credited Service Average Covered Compensation
<S> <C> <C>
J.C. Miller 27 $253,260
D.L. Krieger 14 170,133
J.G. Barone 6 148,100
B.W. Salome 7 143,400
J.J. Smead 6 130,700
___________
</TABLE>
S&T 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 560,000 shares of S&T Common Stock which were
allocated to employee accounts over a 10 year period.
At December 31, 1998, the ESOP had no unallocated
shares remaining. In 1998, S&T Bank made monthly
matching contributions equal to 50% of the employees'
401(k) contributions, up to 3% of the eligible
participants' compensation. In addition, a 6% year-end
contribution was made by S&T Bank. Year-end
contributions are based on the performance of S&T,
indexed to earnings per share, and are expected to
range from 2% to 6%.
Effective January 1, 1994, federal tax laws lowered
the amount of annual compensation that may be
considered in calculating benefits payable from
qualified retirement plans to a current maximum of
$160,000. In addition, 401(k) contributions by
employees are restricted by "highly compensated
employee" formulas. In order that S&T 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. The nonqualified plan related to
retirement benefits is unfunded; the nonqualified plan
related to Profit Sharing/ESOP is funded.
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.
<PAGE>
Remuneration of Executive Officers
The following table provides information concerning
remuneration of the five highest compensated Executive
Officers during 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual compensation Long-term compensation
Awards
Name and principal Securities All Other
position Year Salary Bonus underlying Compensation
options/SARs (A)
<S> <C> <C> <C> <C> <C>
J.C. Miller,
President, Chief
Executive Officer
and Director 1998 $300,000 $60,000 25,000 $32,131
1997 258,000 -------- 30,000 23,220
1996 233,000 -------- 30,000 21,165
D.L. Krieger,
Executive Vice
President 1998 170,000 40,000 15,000 18,866
1997 157,000 25,000 20,000 16,379
1996 145,000 25,000 20,000 15,442
J.G. Barone,
Executive Vice
President,
Secretary and
Treasurer 1998 159,800 25,000 15,000 16,160
1997 149,800 15,000 20,000 14,400
1996 139,800 10,000 20,000 13,163
B.W. Salome,
Executive Vice
President 1998 145,000 20,000 15,000 14,810
1997 137,000 15,000 20,000 13,679
1996 130,000 10,000 20,000 12,708
J.J. Smead,
Executive Vice
President 1998 136,000 15,000 15,000 13,549
1997 128,000 15,000 20,000 12,891
1996 121,000 15,000 14,000 12,241
Note to Compensation Table
(A) Includes contributions by S&T Bank to the
401(k)/Thrift Plan and to nonqualified 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 a current maximum of $160,000 and
added limitations related to highly compensated
employees.
</TABLE>
<PAGE>
Agreements with Executive Officers
Each of the five highest compensated Executive
Officers of S&T, Messrs. Miller, Krieger, Barone,
Salome and Smead, is party to a change in control
agreement with S&T. Each agreement provides that if
the executive is terminated within one year following
the occurrence of certain "changes in control" of S&T
or of S&T Bank (as defined in each agreement) that
were not preapproved by the S&T Board, or if the
executive voluntarily terminates his employment with
S&T under certain specified circumstances following a
change in control, the Executive Officer 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
S&T employee benefits. In the case of Mr. 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 five
member Compensation and Benefits Committee (the
"Committee") of the S&T Board. Each member of the
Committee is a non-employee director. All decisions
relating to the compensation of Executive Officers are
reviewed by the S&T Board, except for decisions about
awards under the Stock Plan, which are made solely by
the Committee. The report set forth below is submitted
by Directors Levy (Chairman), Brice, Garges, Ruddock
and Toretti, in their capacity as Committee members,
addressing S&T's compensation policies for 1998 as
they affected Mr. Miller, President and Chief
Executive Officer, and the four other highest
compensated Executive Officers of S&T in 1998
(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 S&T's
performance goals, reward exceptional performance and
assist S&T in attracting and retaining qualified
executives. Compensation is 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 S&T'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 S&T's competitors,
depending on S&T's performance. The Committee
typically examines salaries and performance levels of
a group of 12 to 15 peer banks that it selects for
comparison with S&T based upon similar size and
geographic location. The Committee also considers the
SNL Securities Bank Performance Report and the SNL
Executive Compensation Review for Commercial Banks.
The peer banks utilized in this review may or may not
be included in the KBW 50 Index or the S&P 500 Index
as reflected in the Five-Year Cumulative Total Return
performance graph.
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 Stock Plan is considered to be an important
element in designing the compensation packages of S&T
because the Senior Executives can profit only if the
value of the S&T Common Stock increases.
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, and by other companies in the
industry based upon long-term performance. The
Committee typically compares the chief executive
officer salary level and performance against the same
12 to 15 peer banks discussed above. The Committee
has also reviewed salary information compiled by both
regional and national benefits consulatants for
comparison purposes.
Particular emphasis was placed upon S&T's success in
meeting its earnings per share and asset quality goals
in 1998, as well as the assessment of Mr. Miller's
individual performance. The Committee also considered
Mr. Miller's leadership in promoting the long-term
strategic growth of S&T and his assumption of the
Chief Executive Officer responsibilities.
Mr. Miller's salary for 1998 increased over the 1997
level by 16.3%. In addition, he was granted a
performance bonus of $60,000. In setting Mr. Miller's
compensation, the Committee considered S&T's current
year and long-term performance against both local
competition and a national peer group of companies in
the same business.
In December 1998, the Committee granted Mr. Miller
nonstatutory stock options for 25,000 shares of S&T
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 10 years
of the date of the grant. The Committee believes that
this award together with last year's award of 30,000
shares will encourage long-term performance and
promote management retention. In addition to the
options, Mr. Miller currently owns 40,516 shares of
S&T Common Stock. This significant interest in S&T'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;
W. Parker Ruddock; Christine Toretti
<PAGE>
FIVE-YEAR CUMULATIVE TOTAL RETURN
S&T Bancorp, Inc.
S&P 500 Index and KBW 50 Index (A)
"INSERT PERFORMANCE GRAPH HERE"
<TABLE>
<CAPTION>
Year Ended
December 31 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
STBA $100 $117 $180 $187 $271 $354
S&P 500 100 101 139 171 229 294
KBW 50 100 95 152 215 314 340
(A) The Keefe, Bruyette & Woods, Inc. (KBW) 50 is made
up of 50 of the nation's largest banking companies,
including all money center and most regional banks.
</TABLE>
Stock Option Plan Anticipated Benefits
The following table is presented to show proposed
benefits to the Chief Executive Officer and the four
most highly compensated Executive Officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Potential realizable
value at assumed
annual rates of
stock price
appreciation
for option term
Name Number of Percent Exercise Expiration 5% 10%
securities of total price date
underlying options/SARs
options/SARs granted to
granted (A) employees in
fiscal year
<S> <C> <C> <C> <C> <C> <C>
J.C. Miller 25,000 7% $27.75 12/21/08 $436,296 $1,105,659
D.L. Krieger 15,000 4 27.75 12/21/08 261,777 663,395
J.G. Barone 15,000 4 27.75 12/21/08 261,777 663,395
B.W. Salome 15,000 4 27.75 12/21/08 261,777 663,395
J.J. Smead 15,000 4 27.75 12/21/08 261,777 663,395
(A) Options granted at an exercise price equal to the
market price on the date of the grant. These options
are exercisable after six months and within 10 years
of the date of the grant.
</TABLE>
The table below shows information about option
holdings for Executive Officers at year-end on an
aggregate basis.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of securities Value of unexercised
underlying unexercised in-the-money options/
options/SARs at fiscal SARs at fiscal
year-end (A) year-end (A)
Name Shares Value Exercisable Unexerciable Exercisable Unexercisable
Acquired Realized
on Exercise
<S> <C> <C> <C> <C> <C> <C>
J.C. Miller 36,000 $ 673,500 114,000 25,000 $1,446,000 $0
D.L. Krieger 72,000 1,071,675 20,000 15,000 143,750 0
J.G. Barone 52,000 785,500 40,000 15,000 386,250 0
B.W. Salome 20,000 367,500 72,000 15,000 891,750 0
J.J. Smead 28,000 466,890 46,000 15,000 486,750 0
___________
(A) The numbers set forth in these columns represent
nonstatutory stock options. There have been no SARs
issued pursuant to the Stock Plan.
</TABLE>
Transactions with Management and Others
S&T 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, S&T Bank entered into an agreement
to lease, from Director Toretti and Michael Toretti as
trustees under an irrevocable trust, a building and
land which is used as S&T Bank's North Fourth Street
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 5%. On
October 1, 1996, S&T Bank exercised its second renewal
option at $11,025 per month.
On August 1, 1992, S&T Bank entered into an agreement
to lease from S.W. Jack Drilling Company, controlled
by Director Toretti, a building used for Trust
Services 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
successive terms of three years each, with rent for
each renewal option to be the rent from the previous
term, plus 5%. On July 1, 1993, S&T Bank exercised
the option for the second floor space at the
S.W. Jack Building. On August 1, 1998, S&T Bank
exercised its second renewal option with a new,
combined monthly rent of $15,270.
On January 31, 1992, S&T Bank entered into a limited
partnership arrangement with RCL Partners, Inc. for
the construction of 30 apartments in Indiana,
Pennsylvania targeted for senior citizens. Total
investment by S&T Bank was $1,761,766 and entitled S&T
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.
On December 1, 1997, S&T Bank entered into an
agreement to lease from Director Sampson, branch space
and a free standing drive-up teller and ATM facility
located in a shopping plaza. The lease agreement
provides for a 10-year term, monthly rent of $6,750,
annually adjusted for changes in the consumer price
index, and a 10-year renewal option.
During 1998, S&T Bank made payments for purchase of
goods and services from companies owned or controlled
by Director Brice and Director Delaney for $162,243
and $126,929, respectively.
Certain Business Relationships
During 1998, S&T 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.
<PAGE>
Compensation Committee Interlocks and Insider
Participation
Regulations require the disclosure of any related
party transactions with members of the Compensation
Committee. During 1998, S&T Bank made payments of
$162,243 to a company owned by Director Brice for the
purchase of furniture and other equipment, and
payments of $336,652 to Director Toretti, and
affiliates, for the lease of operations, branch and
administrative facilities. S&T 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. See also "Transactions with
Management and Others."
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires S&T's
directors and Executive Officers, and persons who own
more than 10% of S&T's stock, to report to the
Securities and Exchange Commission ("SEC") certain of
their transactions with respect to S&T's stock. The
SEC reporting rules require that changes in beneficial
ownership generally be reported on Form 4 within 10
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. Form 3 must be filed within 10 days of
the event when a director, Executive Officer or person
who owns more than 10% of S&T's stock becomes subject
to Section 16(a) of the Exchange Act compliance.
During 1998, all directors and Executive Officers
timely filed all required reports of changes in
beneficial ownership.
INDEPENDENT PUBLIC ACCOUNTANTS
On the recommendation of the Audit Committee of the
S&T Board, the firm of Ernst & Young, LLP, certified
public accountants, has been selected as S&T's
principal independent public accountants for the year
1999. Representatives of Ernst & Young, LLP are
expected to be present at the Annual Meeting. The
representatives may, if they wish, make a statement
and, it is expected, will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder of S&T intends to
present at the 1999 Annual Meeting of Shareholders of
S&T must be received in writing by the Secretary of
S&T at S&T's Main office, 800 Philadelphia Street,
Indiana, Pennsylvania, on or before November 17, 1999.
If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Exchange Act the
proposal will be included in S&T's proxy statement and
proxy form relating to such meeting. Notice to S&T of
a shareholder proposal submitted otherwise than
pursuant to 14a-8 will be considered untimely if
received by S&T after January 31, 2000, and the
persons named in the proxies solicited by S&T's Board
for its 1999 Annual Meeting of shareholders may
exercise discretionary voting power with respect to
any such proposal as to which S&T does not receive a
timely notice. Such proposals should be submitted by
certified mail, return receipt requested.
OTHER MATTERS
Management knows of no other matters to be brought
before the Annual Meeting. However, should any other
matter requiring a vote of the shareholders properly
come before the meeting, the persons named in the
enclosed proxy will vote the shares represented by the
proxies on such matter as determined by a majority of
the S&T Board.
By Order of the Board of Directors,
James G. Barone
Secretary
THIS PROXY STATEMENT IS ACCOMPANIED BY S&T'S 1998
ANNUAL REPORT. UPON WRITTEN REQUEST TO THE SECRETARY
OF S&T, 800 PHILADELPHIA STREET, INDIANA, PENNSYLVANIA
15701, BY ANY SHAREHOLDER WHOSE PROXY IS SOLICITED
HEREBY, S&T WILL FURNISH A COPY OF ITS 1998 ANNUAL
REPORT ON FORM 10-K TO THE SEC, TOGETHER WITH
FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT
CHARGE TO THE SHAREHOLDER REQUESTING SAME.
March 17, 1999
<PAGE>
