<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CCFNB 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] 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 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:
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(4) Date filed:
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<PAGE> 2
CCFNB BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF CCFNB BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders
of CCFNB Bancorp, Inc. (the "Corporation") will be held at 10:30 a.m.,
prevailing time, on Tuesday, May 6, 1997, at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, for the following purposes:
1. To elect three (3) Class 3 directors
to serve for a three-year term and until their successors are
duly elected and qualified;
2. To ratify the selection of J. H.
Williams & Co., LLP, Certified Public Accountants, of
Kingston, Pennsylvania, as the independent auditors for the
Corporation for the year ending December 31, 1997; and
3. To transact such other business as
may properly come before the Annual Meeting and any
adjournment or postponement thereof.
Only those shareholders of record at the close of business, at
5:00 p.m., on Friday, March 26, 1997, will be entitled to notice of and to vote
at the Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1996, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured.
The prompt return of your dated and signed proxy, regardless of the number of
shares you hold, will aid the Corporation in reducing the expense of additional
proxy solicitation. The giving of such proxy does not affect your right to
vote in person if you attend the meeting.
By Order of the Board of Directors
Paul E. Reichart, President
April 2, 1997
<PAGE> 3
CCFNB BANCORP, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 6, 1997
GENERAL
INTRODUCTION, DATE, PLACE AND TIME OF MEETING
This Proxy Statement is being furnished for the solicitation
by the Board of Directors of CCFNB Bancorp, Inc. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation to be held at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 6, 1997, at
10:30 a.m., prevailing time, or at any adjournment or postponement of the
Annual Meeting.
The principal executive offices of the Corporation are located
at Columbia County Farmers National Bank (the "Bank"), 232 East Street,
Bloomsburg, Pennsylvania 17815. The telephone number for the Corporation is
(717) 784-4400. All inquiries should be directed to Paul E. Reichart,
President of the Corporation. The Bank is a wholly-owned subsidiary of the
Corporation.
SOLICITATION
This Proxy Statement and the enclosed form of proxy (the
"Proxy") are first being sent to shareholders of the Corporation on or about
April 2, 1997.
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to
the contrary will be voted for the election of the three nominees for Class 3
Director named below and for the ratification of the selection of J. H.
Williams & Co., LLP, Certified Public Accountants, of Kingston, Pennsylvania,
as the independent auditors for the Corporation for the year ending December
31, 1997. Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person, after
giving written notice to the Secretary of the Corporation.
The cost of preparing, assembling, printing, mailing and
soliciting Proxies, and any additional material which the Corporation may
furnish shareholders in connection with the Annual Meeting, will be borne by
the Corporation. In addition to the use of the mails, certain directors,
officers and employees of the Corporation and the Bank may solicit Proxies
personally, by telephone and by telefacsimile. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record by
these persons, and, upon request therefor, the Corporation will reimburse them
for their reasonable forwarding expenses.
<PAGE> 4
RIGHT OF REVOCATION
A shareholder who returns a Proxy may revoke the Proxy at any
time before it is voted only: (1) by giving written notice of revocation to Don
E. Bangs, Secretary, CCFNB Bancorp, Inc., 232 East Street, Bloomsburg,
Pennsylvania 17815; (2) by executing a later-dated Proxy and giving written
notice thereof to the Secretary of the Corporation; or (3) by voting in person
at the Annual Meeting after giving written notice to the Secretary of the
Corporation.
VOTING SECURITIES, RECORD DATE AND QUORUM
At the close of business on March 26, 1997, the Corporation
had 5,000,000 shares of common stock, par value $1.25 per share, the only
authorized class of stock, of which 1,381,711 shares of common stock were
issued and outstanding (the "Common Stock").
Only holders of common stock of record at the close of
business on March 26, 1997, will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights do not exist with respect to the
election of directors. On all matters to come before the Annual Meeting, each
share of common stock is entitled to one vote.
Under Pennsylvania law and the By-laws of the Corporation, the
presence of a quorum is required for each matter to be acted upon at the Annual
Meeting. Pursuant to the By-laws of the Corporation, 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 shall constitute a quorum for the
transaction of business at the Annual Meeting. Votes withheld and abstentions
will be counted in determining the presence of a quorum for the particular
matter. Broker non-votes will not be counted in determining the presence of a
quorum for the particular matter as to which the broker withheld authority.
Assuming the presence of a quorum, the three nominees for
director receiving the highest number of votes cast by shareholders entitled to
vote for the election of directors shall be elected. Votes withheld from a
nominee and broker non-votes will not be cast for such nominee.
Assuming the presence of a quorum, the affirmative vote of a
majority of all votes cast by shareholders is required for the approval of the
ratification of the selection of independent auditors. Abstentions and broker
non-votes are not votes cast and therefore do not count either for or against
such respective approval and ratification. Abstentions and broker non-votes,
however, have the practical effect of reducing the number of affirmative votes
required to achieve a majority for each such matter by reducing the total
number of shares voted from which the required majority is calculated.
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<PAGE> 5
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
PRINCIPAL OWNER
As of March 26, 1997, to the best of the Corporation's
information and belief, no person holds beneficially or of record, directly or
indirectly, five percent (5%) or more of the outstanding shares of Common
Stock.
BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES
The following table sets forth information concerning the
number of shares of Common Stock beneficially owned, directly or indirectly, as
of March 26, 1997, by (i) each director and nominee, (ii) each executive
officer of the Corporation, and (iii) the directors and the executive officers
of the Corporation as a group.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class(3)
- -------------------- -------------------------- -----------
<S> <C> <C>
Don E. Bangs(4) 7,825.080 (7) ----
Stanley Barchik(5) 11,445.000 (8) ----
Robert M. Brewington, Jr.(6) 4,007.982 (9)
Edward L. Campbell(4) 5,027.785 (10) ----
Elwood R. Harding, Jr.(4) 15,316.078 (11) 1.11%
William F. Hess(5) 3,992.805 (12) ----
Willard H. Kile, Sr.(6) 17,587.066 (13) 1.27%
Virginia D. Kocher 1,309.000 (14) ----
Charles E. Long(6) 4,878.632 (15) ----
Paul E. Reichart(5) 7,254.000 (16) ----
All Officers and Directors
as a Group (9 directors,
3 nominees, 5 officers,
10 persons in total) 78,643.428 5.69%
</TABLE>
- ------------------------------
(1) Information furnished by the directors and the Corporation.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission ("SEC") and may include securities owned by or for the
individual's spouse and minor children and any other relative who has
the same home, as well as securities to which the individual has or
shares voting or investment power or has the right to acquire
beneficial ownership within sixty (60) days after March 26, 1997.
Beneficial ownership may be disclaimed as to certain of the
securities.
(3) Less than one percent unless otherwise indicated.
(4) A Class 3 Director whose term expires in 1997 and a nominee for Class
3 Director whose term expires in 2000.
(5) A Class 2 Director whose term expires in 1998.
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(6) A Class 1 Director whose term expires in 1999.
(7) Includes 5,043.544 shares of Common Stock held individually by Mr.
Bangs; 52.536 shares of Common Stock held jointly with his spouse; and
2,729.000 shares of Common Stock held in a SEP retirement account.
(8) Includes 2,970.000 shares of Common Stock held individually by Mr.
Barchik and 8,475.000 shares of Common Stock held jointly with his
spouse.
(9) Includes 2,866.523 shares of Common Stock held individually by Mr.
Brewington; 905.595 shares of Common Stock held jointly with his
spouse; 117.932 held by the Bank's Trust Department for the benefit of
Mr. Brewington; and 117.932 held by the Bank's Trust Department for
the benefit of Mrs. Brewington.
(10) Includes 3,120.695 shares of Common Stock held individually by Mr.
Campbell and 1,907.090 shares of Common Stock held jointly with his
spouse.
(11) Includes 7,175.000 shares of Common Stock held individually by Mr.
Harding; 6,750.000 shares of Common Stock held individually by his
spouse; 735.518 held by the Bank's Trust Department for the benefit of
Mr. Harding; and 655.560 held by the Bank's Trust Department for the
benefit of Mrs. Harding.
(12) Includes 3,467.437 shares of Common Stock held individually by Mr.
Hess and 525.368 shares of Common Stock held individually by his
spouse.
(13) Includes 8,284.000 shares of Common Stock held individually by Mr.
Kile; 7,500.000 shares of Common Stock held jointly with his spouse;
and 1,803.066 shares held by the Bank's Trust Department for the
benefit of Mr. Kile.
(14) Includes 809.000 shares of Common Stock held individually by Mrs.
Kocher and 500.000 shares of Common Stock held f/b/o her husband in an
IRA trust.
(15) All shares of Common Stock held by the named person are held as an
individual.
(16) Includes 2,500.000 shares of Common Stock held individually by Mr.
Reichart and 4,754.000 shares of Common Stock held jointly with his
spouse.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Corporation's officers and directors, and persons who
own more than ten percent (10%) of the registered class of the Corporation's
equity securities, to file reports of ownership and changes in ownership with
the SEC. Officers, directors and greater than ten-percent (10%) shareholders
are required by SEC regulation to furnish the Corporation with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such
forms received by it, or written representations from certain reporting persons
that no Forms 5 were required for those persons, the Corporation believes that
during the period January 1, 1996 through December 31, 1996, its officers and
directors were in compliance with all filing requirements applicable to them.
ELECTION OF DIRECTORS
(ITEM 1)
The Corporation has a classified Board of Directors
with staggered three-year terms of office. In a classified board, the
directors are generally divided into separate classes of equal number. The
terms of the separate classes expire in successive years. Thus, at each Annual
Meeting of Shareholders successors to the class of directors whose term shall
then expire shall be elected to
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<PAGE> 7
hold office for a term of three years, so that the term of office of one class
of directors shall expire in each year.
In addition, there is no cumulative voting for the
election of directors. Each share of common stock is entitled to cast only one
vote for each nominee. For example, if a shareholder owns 100 shares of common
stock, he or she may cast up to 100 votes for each of the nominees for director
in the class to be elected.
Unless otherwise instructed, the proxy holders will
vote the proxies received by them for the election of the three nominees for
Class 3 Director named below. If any nominee should become unavailable for any
reason, proxies will be voted in favor of a substitute nominee as the Board of
Directors of the Corporation shall determine. The Board of Directors has no
reason to believe the nominees named will be unable to serve if elected. Any
vacancy occurring on the Board of Directors of the Corporation for any reason
may be filled by a majority of the directors then in office until the
expiration of the term of vacancy. Election of a nominee to the office of
director will require an affirmative vote of a majority of the shares of Common
Stock represented at the Annual Meeting.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with
respect to the executive officers, nominees for Class 3 Director whose term
expires in 2000, current Class 3 Directors whose term expires in 1997, and the
Class 2 Directors and Class 1 Directors whose terms of office expire in 1998
and 1999, respectively:
<TABLE>
<CAPTION>
Age as of Principal Occupation During Past
March 26, Five Years and/or Position(s) Director
Name 1997 Held With The Corporation Since
- ---- ------------- ---------------------------------- ---------
CURRENT CLASS 3 DIRECTORS WHOSE TERM EXPIRES IN 1997 AND
NOMINEES FOR CLASS 3 DIRECTOR WHOSE TERM EXPIRES IN 2000
<S> <C> <C> <C>
Don E. Bangs 65 Secretary of the Corporation and 1985
the Bank; former owner of Bangs
Insurance Agency and agent for
The Thrush Insurance Agency
Edward L. Campbell 58 President, ELC Enterprises, Inc. 1985
d/b/a The Heritage House Family
Restaurant and the sole proprietor of
Heritage Acres Christmas tree sales
</TABLE>
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<PAGE> 8
<TABLE>
<CAPTION>
Age as of Principal Occupation During Past
March 26, Five Years and/or Position(s) Director
Name 1997 Held With The Corporation Since
- ---- ------------- ---------------------------------- ---------
<S> <C> <C> <C>
Elwood R. Harding, Jr. 50 Attorney, Harding & Warren, 1984
Bloomsburg; President, Inter-County
Land Abstract Co., Inc.
</TABLE>
<TABLE>
<CAPTION>
CLASS 1 DIRECTORS WHOSE TERM EXPIRES IN 1999
<S> <C> <C> <C>
Robert M. Brewington, Jr. 46 Owner, Sutliff Motors; selling and 1996
servicing cars and trucks; school
bus contractor
Willard H. Kile, Sr. 69 Chairman and Director of the 1974(1)
Corporation and the Bank; real
estate broker, Kile and Kile Real
Estate and Rentals
Charles E. Long 61 Retired; former President, Long 1993
Supply Co., Inc., wholesaler and
retailer of hardware and masonry
products
</TABLE>
<TABLE>
<CAPTION>
CLASS 2 DIRECTORS WHOSE TERM EXPIRES IN 1998
<S> <C> <C> <C>
Stanley Barchik 63 President, Stan & Sons, Inc., 1985
commercial leasing and retail
gasoline sales
William F. Hess 63 Vice Chairman and Director of 1982(1)
the Corporation and the Bank;
dairy farmer
Paul E. Reichart 59 President, Chief Executive Officer 1983(1)
and Director of the Corporation
and the Bank
</TABLE>
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(1) Includes period prior to June 20, 1983, when such persons served as
directors of the Bank, which became a wholly-owned subsidiary of the
Corporation on that date. All directors of the Corporation are
currently also directors of the Bank.
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The Board of Directors of the Bank has established the
following committees for 1997:
Executive Committee. This Committee exercises the authority
of the Board of Directors in the management of the business of the Bank between
the dates of regular meetings of the Board of Directors. Messrs. Bangs, Hess,
Kile and Reichart are members of the Executive Committee.
Long Range Planning Committee. This Committee studies the
future growth, capital development and corporate structure of the Bank.
Messrs. Bangs, Brewington, Kile and Reichart are members of the Long Range
Planning Committee.
Human Resource Committee. This Committee recommends to the
Board of Directors the amount to be considered for contribution to the Bank's
Profit Sharing Plan and reviews the proposed salary increases of the officers
before they are presented to the Board of Directors for approval. Messrs.
Barchik, Kile, Long and Reichart are members of the Human Resource Committee.
Audit Committee. This Committee supervises the audit of the
books of account of the Bank and recommends for approval by the Board of
Directors the services of an independent certified public accountant to examine
the financial matters of the Bank. Messrs. Bangs, Campbell, Harding and Hess
are members of the Audit Committee.
Credit Administration Committee. This Committee reviews all
new loans, past due loans, loan compliance, loan review and other pertinent
matters. Messrs. Brewington, Kile, Long and Reichart are members of the Credit
Administration Committee.
Asset-Liability Committee. This Committee reviews the
asset-liability positions of the Bank and provides support and direction in
managing net interest margins and liquidity. Messrs. Campbell, Harding, Kile
and Reichart are members of the Asset-Liability Committee.
Trust Committee. This Committee is responsible for oversight
of the Bank's Trust Department, including the Department's investments and
operations. Messrs. Barchik, Kile and Reichart are members of the Trust
Committee.
Deferred Compensation Committee. This Committee is
responsible for the administration and review of the Bank's Deferred
Compensation Plans. Messrs. Hess, Kile and Reichart are members of the
Deferred Compensation Committee.
During 1996, the Corporation's Board of Directors held seven
(7) meetings and the Bank's Board of Directors held twenty-eight (28) meetings.
Each Director of the Corporation who is also a Director of the Bank attended at
least 75% of the combined total number of meetings of the Boards of Directors
of the Corporation and the Bank and of the committees of the Bank of which he
is a member.
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<PAGE> 10
The Corporation does not have a nominating committee. A
shareholder who desires to propose an individual for consideration by the Board
of Directors as a nominee for director should submit a proposal in writing to
the Secretary of the Corporation in accordance with Section 202 of the By-laws
of the Corporation.
EXECUTIVE COMPENSATION
COMPENSATION PAID TO EXECUTIVE OFFICERS
The following table sets forth the total compensation for
services in all capacities paid by the Corporation and the Bank during 1996,
1995 and 1994, to the Corporation's and the Bank's President and Chief
Executive Officer. No other executive officer's annual salary and bonus
exceeded $100,000 during 1996 and therefore is not required to be presented.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Annual Compensation
------------------------------------------------------------------
Name and Principal Fiscal Other Annual All Other
Position Year Salary Bonus Compensation(2) Compensation(3)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paul E. Reichart 1996 $85,677 $25,759(4) $8,400 $3,552
(President and Chief 1995 $80,826 $23,307(5) $7,800 $3,528
Executive Officer) 1994 $76,978 $24,074(6) $7,500 $2,387
</TABLE>
- -------------------
(1) From January 1, 1994 through December 31, 1996, the Corporation did
not pay any long-term compensation in the form of stock options, stock
appreciation rights, restricted stock or any other long-term
compensation, nor did it make any long-term incentive plan payments.
Accordingly, no such information is presented in the Summary
Compensation Table set forth above. No such arrangements are
currently in effect.
(2) Represents the payment of directors' fees by the Bank for the years
presented. Mr. Reichart did not receive perquisites and other
personal benefits, securities and property that totaled in the
aggregate for the years presented either $50,000 or 10% of the total
of the amounts reported under the salary and bonus columns.
Therefore, the amounts for such perquisites and other personal
benefits, securities and property are not reported.
(3) These figures represent annual term insurance premium payments on the
life of Mr. Reichart.
(4) Includes $15,000 as a life insurance premium payment for a deferred
compensation plan; $3,427 as a cash bonus representing 4% of base
salary; $5,727 as a contribution to the Bank's profit sharing plan;
and $1,605 representing 50% up to 3.58% matching contribution to Mr.
Reichart's 401K plan.
(5) Includes $15,000 as a life insurance premium payment for a deferred
compensation plan; $3,233 as a cash bonus representing 4% of base
salary; and $5,074 as a contribution to the Bank's profit sharing
plan.
(6) Includes $15,000 as a life insurance premium payment for a deferred
compensation plan (see discussion below); $3,849 as a cash bonus
representing 5% of base salary; and $5,225 as a contribution to the
Bank's profit sharing plan.
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<PAGE> 11
DEFERRED COMPENSATION AGREEMENTS FOR EXECUTIVE OFFICERS
Paul E. Reichart has served as the Corporation's and
the Bank's President and Chief Executive Officer since 1985. J. Jan Girton has
served as the Executive Vice President, Chief Operating Officer and Assistant
Secretary of the Bank since 1987. As a result of Messrs. Reichart's and
Girton's active involvement and experience in the affairs of the Bank, the Bank
has depended upon, and continues to depend upon, their continued employment.
The Bank does not maintain employment agreements or key man insurance, other
than the deferred compensation agreements described below, with respect to
Messrs. Reichart and Girton. However, in 1992, the Bank entered into
agreements with Paul E. Reichart, President and Chief Executive Officer of the
Corporation and the Bank, and J. Jan Girton, Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Bank, to establish a
non-qualified deferred compensation plan (the "Deferred Compensation Plan") for
these officers.
Each officer is deferring compensation in order to
participate in his Deferred Compensation Plan. If the officer continues to
serve as an officer of the Bank until he attains sixty-five (65) years of age,
the Bank has agreed to pay him 120 guaranteed consecutive monthly payments
commencing on the first day of the month following the officer's 65th birthday.
Each officer's guaranteed monthly payment is based upon the future value of
life insurance purchased with the compensation the officer has deferred. If
the officer attains sixty-five (65) years of age but dies before receiving all
of the guaranteed monthly payments, then the Bank will make the remaining
payments to the officer's designated beneficiary or to the representative of
his estate. In the event that the officer dies while serving as an officer,
but prior to age sixty-five (65), then the Bank will remit the guaranteed
monthly payments to the officer's designated beneficiary or to the
representative of his estate. The Bank has obtained life insurance
(designating the Bank as the beneficiary) on the life of each participating
officer in an amount which is intended to cover the Bank's obligations under
the Deferred Compensation Plan, based upon certain actuarial assumptions. In
1996, the Bank accrued $25,800 as an expense for the Deferred Compensation
Plan.
PROFIT SHARING PLAN
The Corporation and the Bank do not have a pension
plan. The Bank, however, does maintain a non-contributory profit sharing plan
(the "Plan") for its employees. To be eligible, an employee must be 21 years
of age, have been employed by the Bank on the last day of the Plan year and
generally completed at least 1,000 hours of service during the Plan year
(except in the case of death, disability or retirement).
In addition, effective January 1, 1995, the Bank
amended the Plan to include a 401K Savings Plan feature. An employee may elect
to contribute up to ten percent of his or her annual aggregate compensation
into the 401K Savings Plan. The Bank may contribute a matching contribution to
an employee's account, if management deems the income (profits) to be adequate
to justify this expense. Employees who participated in the Plan as of December
31, 1994, will be 100% vested. However, employees who began participation in
the Plan on or after January 1, 1995, will have any Bank contributions 100%
vested after five years of service. Under the 401K Savings
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<PAGE> 12
Plan, an employee must complete at least 1,000 hours of service during the year
in order to be eligible to participate in the 401K Savings Plan.
Contributions reflected as expense under the Plan for
1996, 1995 and 1994 were $97,564, $86,755 and $82,166, respectively. The Bank
made a matching contribution in 1996 under the 401K Savings Plan feature. The
match was 50% of the first 3.58% of employee contribution and amounted to
$19,787.87.
COMPENSATION OF DIRECTORS
During 1996, each member of the Bank's Board of
Directors received $350 for each meeting of the Board and $225 for each
committee meeting attended. In addition, in 1996, the Chairman of the Board of
Directors and the Secretary each received an additional fee of $1,200 for
additional services provided to the Bank. Members of the Corporation's Board
of Directors are not compensated for attending meetings of the Corporation's
Board of Directors. Such meetings usually occur immediately after meetings of
the Bank's Board of Directors.
DEFERRED COMPENSATION AGREEMENTS FOR DIRECTORS
The Bank has entered into agreements with three
directors to establish non-qualified deferred compensation plans (the "Director
Deferred Compensation Plans") for each of these directors. These plans are
limited to 4-year terms. The Bank may, however, enter into subsequent similar
plans with its directors. Each of the participating directors is deferring the
payment to him of the directors' fees described above. If the director
continues to serve as a director of the Bank until he attains generally 70 or
72 years of age, as the case may be, the Bank has agreed to pay him ten equal
annual payments commencing on the first day of the month following such
director's 70th or 72nd birthday, as the case may be. Each director's
guaranteed annual payment is based upon the cumulative amount of deferred fees
together with interest currently accruing thereon at the rate of 8% per annum,
subject to change by the Board of Directors. If the director attains 70 or 72
years of age, as the case may be, but dies before receiving all ten annual
payments, then the Bank will make the remaining payments to the director's
designated beneficiary or to the representative of his estate. In the event
that the director dies while serving as a director, but prior to age 70 or 72,
as the case may be, then the Bank will remit the annual payments to such
director's designated beneficiary or to the representative of his estate. The
Bank has obtained life insurance (designating the Bank as the beneficiary) on
the lives of Messrs. Kile and Harding in face amounts which are intended to
cover the Bank's obligations under those director's Deferred Compensation
Plans. In 1996, the Bank accrued $23,200 as an expense for the Director
Deferred Compensation Plans. As of December 31, 1996, Messrs. Kile, Harding
and Barchik were participating in such Plans.
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<PAGE> 13
CERTAIN TRANSACTIONS
There have been no material transactions between the
Corporation and the Bank, nor any material transactions proposed, with any
director or executive officer of the Corporation and the Bank, or any associate
of any of the foregoing persons. The Corporation and the Bank have had and
intend to continue to have banking and financial transactions in the ordinary
course of business with directors and executive officers of the Corporation and
the Bank and their associates on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons.
Total loans outstanding from the Corporation and the
Bank as of December 31, 1996, to the Corporation's and the Bank's executive
officers and directors as a group and members of their immediate families and
companies in which they had an ownership interest of 10% or more was
$5,742,151, or approximately 28.68% of the total equity capital of the Bank.
Loans to such persons were made in the ordinary course of business, were made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and did not involve more than the normal risk of collectibility or present
other unfavorable features.
PRINCIPAL OFFICERS OF THE CORPORATION
The following table sets forth selected information
about the principal officers of the Corporation, each of whom is selected by
the Board of Directors and each of whom holds office at the discretion of the
Board of Directors:
<TABLE>
<CAPTION>
Bank
Office and Held Employee Number of Shares Age as of
Name Position Held Since Since Beneficially Owned March 26, 1997
- ---- ------------- ----- ------------ ------------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Willard H. Kile, Sr. Chairman of the Board 1985 (1) 17,587.066 (2) 69
William F. Hess Vice Chairman of the 1996 (1) 3,992.805 (2) 63
Board
Paul E. Reichart President and CEO 1985 1960 7,254.000 (2) 59
Don E. Bangs Secretary 1993 (1) 7,825.080 (2) 65
Virginia D. Kocher Treasurer 1991 1972 1,309.000 (2) 49
</TABLE>
- ----------------------------
(1) Messrs. Kile, Hess and Bangs are not employees of the Bank.
(2) See footnotes under "Beneficial Ownership by Officers, Directors and
Nominees" with respect to the stockholdings for this officer.
11
<PAGE> 14
PRINCIPAL OFFICERS OF THE BANK
The following table sets forth selected information about the
principal officers of the Bank, each of whom is elected by the Board of
Directors of the Bank and each of whom holds office at the discretion of the
Board of Directors of the Bank:
<TABLE>
<CAPTION>
Bank
Office and Held Employee Number of Shares Age as of
Name Position Held Since Since Beneficially Owned March 26, 1997
- ---- ------------- ----- ------------ ------------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Willard H. Kile, Sr. Chairman of the Board 1985 (1) 17,587.066 (2) 69
William F. Hess Vice Chairman of the 1996 (1) 3,992.805 (2) 63
Board
Don E. Bangs Secretary 1993 (1) 7,825.080 (2) 65
Paul E. Reichart President and CEO 1985 1960 7,254.000 (2) 59
J. Jan Girton Executive Vice President, 1987 1985 1,176.828 (3) 56
Chief Operating Officer
and Assistant Secretary 1992
Linda A. Huttenstine Senior Vice President 1991 1963 309.000 (4) 52
and Cashier 1985
Jacob S. Trump Senior Vice President and 1989 1989 206.621 (4) 49
Financial Planning Officer
Edwin A. Wenner Senior Vice President 1996 1974 325.000 (5) 43
Lance O. Diehl(6) Vice President 1995 1995 -0- 31
Virginia D. Kocher Vice President, 1987 1972 1,309.000 (2) 49
Controller and 1982
Assistant Secretary 1991
</TABLE>
- ----------------------------
(1) Messrs. Kile, Hess and Bangs are not employees of the Bank.
(2) See footnotes under "Beneficial Ownership by Officers, Directors and
Nominees" with respect to the stockholdings for this officer.
(3) Includes 126.089 shares of Common Stock held individually by Mr.
Girton and 1,050.739 shares of Common Stock held jointly with his
spouse.
(4) All shares of Common Stock held by the named person are held as an
individual.
(5) The 325 shares of Common Stock beneficially owned by Mr. Wenner are
jointly held with his spouse.
(6) Mr. Diehl is the nephew of Mr. Kile, the Chairman of the Board of the
Corporation and the Bank.
12
<PAGE> 15
LEGAL PROCEEDINGS
GENERAL
The nature of the Corporation's and the Bank's business
generates a certain amount of litigation involving matters arising in the
ordinary course of business. However, in the opinion of management of the
Corporation and the Bank, there are no proceedings pending to which the
Corporation and the Bank is a party or to which their property is subject,
which, if determined adversely to the Corporation and the Bank, would be
material in relation to the Corporation's and the Bank's undivided profits or
financial condition, nor are there any proceedings pending other than ordinary
routine litigation incident to the business of the Corporation and the Bank.
In addition, no material proceedings are pending or are known to be threatened
or contemplated against the Corporation and the Bank by government authorities
or others.
ENVIRONMENTAL ISSUES
There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or
other third parties on properties that collateralize loans held by the bank.
Such potential liability may far exceed the original amount of the loan made by
the bank. Currently, the Bank is not a party to any pending legal proceedings
under any environmental statute nor is the Bank aware of any circumstances that
may give rise to liability of the Bank under any such statute.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
(ITEM 2)
Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of
J. H. Williams & Co., LLP, Certified Public Accountants, of Kingston,
Pennsylvania ("J. H. Williams"), as the Corporation's independent public
accountants for its fiscal year ending December 31, 1997. The Corporation has
been advised by J. H. Williams that none of its members has any financial
interest in the Corporation. Ratification of J. H. Williams will require an
affirmative vote of a majority of the shares of Common Stock represented at the
Annual Meeting. J. H. Williams served as the Corporation's independent public
accountants for the Corporation's 1996 fiscal year.
In addition to performing customary audit services, J. H.
Williams assisted the Corporation with the preparation of its federal and state
tax returns, and provided assistance in connection with regulatory matters,
charging the Corporation for such services at its customary hourly billing
rates. These non-audit services were approved by the Corporation's and the
Bank's Board of Directors, after due consideration of the effect of the
performance thereof on the
13
<PAGE> 16
independence of the accountants and after the conclusion by the Corporation's
and the Bank's Board of Directors that there was no effect on the independence
of the accountants.
In the event that the shareholders do not ratify the selection
of J. H. Williams as the Corporation's independent public accountants for the
1997 fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1997 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of J. H. Williams as the auditors for the Corporation for the year
ending December 31, 1997.
It is understood that even if the selection of J. H. Williams
is ratified, the Board of Directors, in its discretion, may direct the
appointment of a new independent auditing firm at any time during the year if
the Board of Directors determines that such a change would be in the best
interests of the Corporation and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 1996, is being mailed with this Proxy Statement. A
representative of J. H. Williams, the accounting firm which examined the
financial statements in the Annual Report, will attend the Annual Meeting.
This representative of J. H. Williams will have the opportunity to make a
statement, if he or she desires to do so, and will be available to respond to
any appropriate questions presented by shareholders at the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a proposal for
inclusion in the Corporation's proxy statement for its 1998 Annual Meeting of
Shareholders must deliver such proposal in writing to the Secretary of CCFNB
Bancorp, Inc. at the principal executive offices of the Corporation at 232 East
Street, Bloomsburg, Pennsylvania 17815, not later than Wednesday, December 3,
1997.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it
is the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their judgment.
14
<PAGE> 17
ADDITIONAL INFORMATION
Upon written request of any shareholder, a copy of the
Corporation's report on Form 10-KSB for its fiscal year ended December 31,
1996, including the financial statements and the schedules thereto, required to
be filed with the SEC, may be obtained, without charge, from Paul E. Reichart,
President CCFNB Bancorp, Inc., 232 East Street, Bloomsburg, Pennsylvania 17815;
telephone: (717) 784-4400.
In addition, a copy of the Annual Disclosure Statement of
Columbia County Farmers National Bank may be also obtained, without charge,
from Mr. Reichart.
15
<PAGE> 18
CCFNB BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints E.L. Carson
and Roy Buck and each and any of them, proxies of the undersigned, with full
power of substitution, to vote all of the shares of CCFNB Bancorp, Inc. (the
"Corporation") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Corporation to be held at the CCFNB Operations
Center, Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 6,
1997 at 10:30 a.m., prevailing time, and at any adjournment or postponement
thereof as follows:
1. ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM
[ ] For all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to vote on all nominees
to the contrary below) listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
Don E. Bangs, Edward L. Campbell and Elwood R. Harding, Jr.
-----------------------------------------------------------
2. Proposal to ratify the selection of J.H. Williams & Co., LLP,
Certified Public Accountants, of Kingston, Pennsylvania, as the
independent auditors for the Corporation for the year ending December
31, 1997.
[ ] FOR [ ] AGAINST
The Board of Directors recommends a vote FOR this proposal.
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the annual meeting and any
adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
Dated , 1997
---------------------------
---------------------------------------
---------------------------------------
Signature(s)
Number of Shares Held of
Record on March 26, 1997:
---------------
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND
RETURNED PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE.
IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH
OWNER MUST SIGN.
