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 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
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 Statment, if other than 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:
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 fourth 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>
March 17, 2000
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 17, 2000, at 10:00 a.m., Eastern 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 five directors of S&T to
serve terms expiring in 2003 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,
/s/James C. Miller
James C. Miller
President and
Chief Executive Officer
<PAGE> COVER
S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania 15701
________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 17, 2000
________________________________________
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 on April 17, 2000 at 10:00 a.m., Eastern Time, at the
S&T Training and Support Center, located at 355 North Fifth Street, Indiana,
Pennsylvania 15701, for the following purposes:
1. To elect five directors of S&T to serve terms expiring in 2003; 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, 2000 are
entitled to notice of and to vote at such meeting or any adjournment thereof.
By Order of the Board of Directors,
/s/James G. Barone
James G. Barone
Secretary
Indiana, Pennsylvania
March 17, 2000
____________________________________________________________________________
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 17, 2000
______________________________
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, 2000. At the Annual Meeting, shareholders of S&T will be
asked to elect five directors of S&T to serve terms expiring in 2003.
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 17, 2000 at
10:00 a.m., Eastern Time, at the S&T Training and Support Center, located at
355 North Fifth Street, Indiana, Pennsylvania.
Record Date; Voting Rights
The securities that 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, 2000 (the "Record Date") will be entitled to notice of and to vote at
the Annual Meeting. There were 3,206 record holders of outstanding S&T Common
Stock and 27,000,042 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 five 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.
<PAGE> 1
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.
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, 1999, the Investment Management and Trust Services
Department ("Trust Services") of S&T Bank held, in various fiduciary
capacities, 3,438,897 shares of S&T Common Stock. These holdings represent
12.7% of the total outstanding shares. Trust Services has sole voting power for
2,097,407 of these shares and no voting power for 346,661 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 994,829 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> 2
BENEFICIAL OWNERSHIP OF S&T COMMON STOCK BY DIRECTORS AND OFFICERS
The following table sets forth, as of December 31, 1999, 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 (1)
<S> <C> <C>
James G. Barone 46,140 *
Thomas A. Brice 124,197 *
James L. Carino 237,681 *
John J. Delaney (2) 84,048 *
Robert D. Duggan 180,235 *
William J. Gatti 45,740 *
Ruth M. Grant 196,266 *
Jeffrey D. Grube 9,354 *
Herbert L. Hanna 239,680 *
Edward C. Hauck 43,244 *
Frank W. Jones (2) 25,224 *
Joseph A. Kirk 61,828 *
David L. Krieger 38,070 *
Samuel Levy 159,479 *
James C. Miller 172,763 *
Alan Papernick (2) 8,246 *
Myles D. Sampson (2) 17,895 *
J. Jeffrey Smead 72,199 *
Charles A. Spadafora 77,923 *
Christine J. Toretti (2) 234,717 *
All Directors and Executive Officers
as a group (26 Persons) 2,332,116 8.38
____________________________________________________________________
(1) 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,
35,000 shares; Mr. Brice, 25,000 shares; Mr. Carino, 25,000 shares; Mr.
Delaney, 20,000 shares; Mr. Duggan, 130,000 shares; Mr. Gatti, 25,000 shares;
Ms. Grant, 8,110 shares; Mr. Grube, 6,246 shares; Dr. Hanna, 20,000 shares; Mr.
Hauck, 35,000; Mr. Jones, 8,110 shares; Mr. Kirk, 25,000 shares; Mr. Krieger,
35,000 shares; Mr. Levy, 25,000 shares; Mr. Miller, 131,000 shares; Mr.
Papernick, 6,246 shares; Mr. Sampson, 8,110 shares; Mr. Smead, 61,000 shares;
Mr. Spadafora, 25,000 shares; Ms. Toretti, 25,000 shares; and all other
Executive Officers as a group, 160,000 shares. The reporting person may
disclaim beneficial ownership of such shares. Mr. Miller disclaims beneficial
ownership of 17,760 shares that are directly owned by his spouse. Mr. Carino
disclaims beneficial ownership of 169,521 shares that are directly owned by JCL
Partners, L. P.
(2) Nominee for election to the Board of Directors.
* Less than 1%.
</TABLE>
<PAGE> 3
PROPOSAL I--ELECTION OF DIRECTORS
General
The by-laws of S&T (the "S&T By-Laws") 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 16 directors on the S&T Board. The S&T By-Laws also set
the mandatory retirement age for directors at 72. 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 1 Directors), whose current terms will expire in 2000, and who
are presently members of the S&T Board and the S&T Bank Board, is set forth
below:
<TABLE>
<CAPTION>
Class 1 Director Nominees Whose Terms Will Expire in 2003:
Principal Occupation
Name Age During Past 5 Years Director Since
<S> <C> <C> <C>
John J. Delaney(1)(2) 58 President, Delaney Chevrolet, 1987
Geo, Buick, Honda
Frank W. Jones(2) 54 Attorney-at-Law 1997
Alan Papernick 62 Attorney-at-Law 1997
Myles D. Sampson(2) 55 President, Rimco Properties, Inc.- 1997
Real Estate Development
Christine J. Toretti(1)(2)(3) 43 President, S. W. Jack Drilling 1984
Company and Partner, C&N Company-
Gas Drillers and Producers
</TABLE>
Certain information about the directors whose terms continue (Class 2 and Class
3 Directors), who are directors of S&T and S&T Bank, is set forth below:
<TABLE>
<CAPTION>
Class 2 Directors Whose Terms Expire in 2001:
Principal Occupation
Name Age During Past 5 Years Director Since
<S> <C> <C> <C>
Thomas A. Brice(1)(3) 59 Vice President, Douds, Inc.- 1980
Retail Interior Furnishings
James L. Carino(1) 67 President, J.L. Carino 1987
Nurseries, Inc.
Jeffrey D. Grube(2) 46 President, B.F.G. Electroplating 1997
and Manufacturing Company
Joseph A. Kirk(1)(2)(3) 60 President, Beaver Meadow 1993
Creamery, Inc.
James C. Miller(1) 54 President and Chief Executive 1993
Officer of S&T and S&T Bank
</TABLE>
<TABLE>
<CAPTION>
Class 3 Directors Whose Terms Expire in 2002:
Principal Occupation
Name Age During Past 5 Years Director Since
<S> <C> <C> <C>
Robert D. Duggan(1) 67 Chairman of S&T and S&T Bank, 1981
Formerly Chief Executive Officer
of S&T and S&T Bank
William J. Gatti 58 President and Chief Executive 1993
Officer, Gatti Medical
Supply, Inc.
Ruth M. Grant(1) 68 President, Louis A. Grant, Inc.- 1997
Specialized Equipment
Manufacturing and Services
Herbert L. Hanna, M.D.(1)(2)(3) 70 Family Practice 1986
Samuel Levy(1)(3) 61 President, Jefferson Wholesale 1977
Grocery Company, Inc.
Charles A. Spadafora 58 President, Colonial Motor Mart 1987
</TABLE>
<PAGE> 4
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 three meetings during 1999.
(2) Members of the Audit Committee of S&T Bank and S&T. 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. The committee had two meetings during 1999.
(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 1999.
The S&T Board does not have a nominating committee. The Board of Directors will
consider shareholder nominations for directors in accordance with the procedure
set forth in Section 202 of S&T's By-Laws. The procedure provides that a notice
relating to the nomination must be timely given in writing to the secretary of
S&T prior to the meeting. To be timely, the notice must be delivered not
earlier than the close of business on the 120th day, nor later than the 60th
day, immediately preceding the meeting. Such notice must be accompanied by the
nominee's written consent and contain information relating to the business
experience and background of the nominee, and information with respect to the
nominating shareholder.
During 1999, the S&T Board held 12 meetings. Fifteen directors attended at
least 75% of the total number of meetings of the S&T Board and committees. One
director, Mr. Sampson, attended fewer than 75% of the meetings due to personal
reasons that were unavoidable and for good cause.
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 1999, 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 $22.875 per
share, 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.
<PAGE> 5
Remuneration of Executive Officers
The following table provides information concerning remuneration of the five
highest compensated Executive Officers during 1999.
<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, 1999 $300,000 $74,000 25,000 $25,500
President, Chief 1998 300,000 60,000 25,000 32,131
Executive Officer 1997 258,000 - 30,000 23,220
and Director
D.L. Krieger, 1999 170,000 50,000 15,000 14,450
Executive Vice 1998 170,000 40,000 15,000 18,866
President 1997 157,000 25,000 20,000 16,379
J.G. Barone, 1999 159,800 40,000 15,000 13,175
Executive Vice 1998 159,800 25,000 15,000 16,160
President, 1997 149,800 15,000 20,000 14,400
Secretary and
Treasurer
J.J. Smead, 1999 145,000 37,500 15,000 12,325
Executive Vice 1998 136,000 15,000 15,000 13,549
President 1997 128,000 15,000 20,000 12,891
E.C. Hauck, 1999 145,000 37,500 15,000 12,325
Executive Vice 1998 135,000 15,000 15,000 13,345
President 1997 123,000 32,726 20,000 14,015
Note to Compensation Table
(A) Consists of contributions by S&T Bank to the Thrift/Profit Sharing Plan and
to the nonqualified benefit plans that were established in order that Executive
Officers not lose benefits which would normally have accrued in qualified plans
except for federal tax laws setting annual compensation limits for qualified
plans ($160,000 in 1999) and additional limitations related to highly
compensated employees.
</TABLE>
Agreements with Executive Officers
Each of the five highest compensated Executive Officers of S&T, Messrs. Miller,
Krieger, Barone, Smead and Hauck, 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> 6
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 S&T Bancorp, Inc. Amended and Restated 1992
Stock Incentive Plan (the "Stock Plan"), which are made solely by the
Committee. The report set forth below is submitted by Directors Levy
(Chairman), Brice, Hanna, Kirk and Toretti, in their capacity as Committee
members, addressing S&T's compensation policies for 1999 as they affected Mr.
Miller, President and Chief Executive Officer, and the four other highest
compensated Executive Officers of S&T in 1999 (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. 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.
Effective January 1, 1999, the Committee commenced the administration of a
Management Incentive Plan to more closely align the interests of shareholders
and senior management by making a greater percentage of senior management's
total compensation dependent on the annual performance of the bank. Annually,
the Committee establishes specific incentive opportunities, with primary
emphasis on earnings per share goals, that are expressed as a percentage of
each participant's base salary rate for the given year. Earnings per share
increased 12% over the prior year.
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.
Particular emphasis was placed upon S&T's success in meeting its earnings per
share goals in 1999, as well as the subjective 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.
In conjunction with the initiation of the Management Incentive Plan, Mr.
Miller's salary for 1999 remained at the 1998 level. In addition to his salary,
he was granted a Management Incentive Plan bonus of $74,000 for achieving goals
established for 1999.
In December 1999, 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 ten years of the date of the grant. The Committee believes
that this award together with last year's award of 25,000 shares will encourage
long-term performance and promote management retention. In addition to the
options, Mr. Miller directly or indirectly owns 41,763 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; Herbert Hanna; Joseph Kirk; Christine
Toretti
<PAGE> 7
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 $153 $159 $231 $302 $263
S&P 500 100 138 169 226 290 351
KBW 50 100 160 227 331 359 346
(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.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Potential realizable
Number of Percent value at assumed
securities of total annual rates of
underlying options/SARs stock price
options/SARs granted to appreciation
Name granted (A) employees in Exercise Expiration for option term
fiscal year price date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
J.C. Miller 25,000 8% $22.875 12/20/09 $364,739 $919,527
D.L. Krieger 15,000 5 22.875 12/20/09 218,844 551,716
J.G. Barone 15,000 5 22.875 12/20/09 218,844 551,716
J.J. Smead 15,000 5 22.875 12/20/09 218,844 551,716
E.C. Hauck 15,000 5 22.875 12/20/09 218,844 551,716
(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 ten
years of the date of the grant.
</TABLE>
<PAGE> 8
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 Unexercisable Exercisable Unexercisable
Acquired Realized
on Exercise
<S> <C> <C> <C> <C> <C> <C>
J.C. Miller 8,000 $129,813 131,000 25,000 $838,015 $7,875
D.L. Krieger 0 0 35,000 15,000 56,300 4,725
J.G. Barone 20,000 151,563 35,000 15,000 56,300 4,725
J.J. Smead 0 0 61,000 15,000 285,615 4,725
E.C. Hauck 20,000 206,250 35,000 15,000 56,300 4,725
(A) The numbers set forth in these columns represent nonstatutory stock
options. There have been no SARs issued pursuant to the Stock Plan.
</TABLE>
Retirement Plan and Thrift/Profit Sharing 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 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>
Effective January 1, 1994, federal tax laws lowered the amount of annual
compensation that may be considered in calculating benefits under a qualified
retirement plan to a current maximum of $170,000 (the "Annual Compensation
Limit"). In addition, federal tax laws limit the amount of annual benefit
payable under a qualified retirement plan that is a defined benefit plan (such
as the Retirement Plan), and that limit currently is $135,000 (the "Annual
Benefit Limit"). The amounts shown in the above Pension Plan Table have not
been adjusted to reflect the Annual Compensation Limit or the Annual Benefit
Limit.
<PAGE> 9
As of December 31, 1999, 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 28 $288,000
D.L. Krieger 15 186,400
J.G. Barone 7 162,600
J.J. Smead 7 145,400
E.C. Hauck 25 142,300
</TABLE>
S&T Bank also maintains a Thrift/Profit Sharing Plan with 401(k) provisions in
which all employees may participate with elective salary deferrals. In 1999,
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, S&T Bank made a 5.5% year-end contribution. 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%.
The compensation taken into account for determining the amount of contributions
made on behalf of a participant under the Thrift/Profit Sharing Plan is subject
to the Annual Compensation Limit. 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 arrangements were approved to accumulate the
benefits which would have accrued in the Retirement Plan and Thrift/Profit
Sharing Plan were it not for the impact of the eligible compensation
restrictions. The non-qualified benefits related to retirement are unfunded.
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.
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 do not involve more than normal risk of
collectibility or present unfavorable features.
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 freestanding drive-up teller and ATM facility
located in a shopping plaza. The lease agreement provides for a ten-year term,
monthly rent of $6,750, annually adjusted for changes in the consumer price
index, and a ten-year renewal option.
During 1999, S&T Bank made payments for the purchase of goods and services from
companies owned or controlled by Director Spadafora for $76,424.
Director Papernick is President of the law firm, Papernick & Gefsky, P.C.,
which provided legal services to S&T Bank during 1999 and may continue to
provide legal services during 2000.
See also "Compensation Committee Interlocks and Insider Participation."
<PAGE> 10
Compensation Committee Interlocks and Insider Participation
Regulations require the disclosure of any related party transactions with
members of the Compensation Committee. During 1999, S&T Bank made payments of
$63,849 to a company owned by Director Brice for the purchase of furniture and
other equipment, and payments of $346,690 to Director Toretti, and affiliates,
for the lease of operations, branch and administrative facilities. The details
of the transactions with Director Toretti are described in the paragraphs that
follow.
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 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.
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 do 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 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. Form 3 must be filed within ten 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 1999, 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 2000. 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 that
they will be available to respond to appropriate questions.
<PAGE> 11
SHAREHOLDER PROPOSALS
Any proposal which a shareholder of S&T intends to present at the Annual
Meeting of Shareholders of S&T in 2001 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, 2000. 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, 2001, and the persons named in the proxies solicited by S&T's Board for its
Annual Meeting of shareholders in 2001 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,
/s/James G. Barone
James G. Barone
Secretary
______________________________________________________________________________
THIS PROXY STATEMENT IS ACCOMPANIED BY S&T'S 1999 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 1999 ANNUAL REPORT ON FORM 10-K TO THE SEC, TOGETHER WITH FINANCIAL
STATEMENTS AND SCHEDULES THERETO, WITHOUT CHARGE TO THE SHAREHOLDER REQUESTING
SAME. THE ANNUAL REPORT AND FORM 10-K ARE NOT PART OF THESE PROXY SOLICITING
MATERIALS.
______________________________________________________________________________
March 17, 2000
<PAGE> 12
REVOCABLE PROXY
S&T BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 17, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints James B. George and Delbert M. Baker or any
successors, with full powers of substitution, to act as attorneys and proxies
for the undersigned to vote all shares of the common stock of S&T Bancorp, Inc.
("S&T") par value $2.50 per share, which the undersigned is entitled to vote at
the Annual Meeting of Shareholders (the "Meeting"), to be held at the S&T
Training and Support Center, located at 355 North Fifth Street, Indiana,
Pennsylvania, on April 19, 1999, at 10:00 a.m., Eastern Standard Time, and at
any and all adjournments thereof, as indicated on the reverse hereof.
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of S&T at the
Meeting of the shareholder's decision to terminate this proxy, then the power
of said attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from S&T prior to execution of this proxy
of the Notice of Meeting and the Proxy Statement. The undersigned hereby
revokes any and all proxies heretofore given, with respect to the undersigned's
shares of S&T Common Stock.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
Please Detach and Mail in the Envelope Provided
<PAGE>
Please mark your votes as indicated in this example.
1. Election of Directors for three year term. The nominees for the Board of
Directors are:
John J. Delaney, Frank W. Jones, Alan Papernick, Myles D. Sampson, Christine J.
Toretti
FOR WITHHOLD AUTHORITY
all nominees listed above (except as to vote for all nominees listed above
marked to the contrary)
(Authority to vote for any nominee may be withheld by striking a line through
the nominee's name above.)
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record as of the close of business on March 1, 2000 are
entitled to notice of and to vote at such meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL 1. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, INCLUDING MATTERS RELATING TO THE CONDUCT
OF THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN
ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT
THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
PRESENTED AT THE MEETING.
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
Stockholder(s)_________________Signature(s)___________________Date________,
2000
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
