SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the fiscal year
ended
December 31, 1997, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the transition
period
from N/A to __________.
Commission File Number 0-13312
THE FIRST JERMYN CORP.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2275242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Washington Ave., P.O. Box 39, Jermyn, Pennsylvania 18433-0039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (717) 569-5361
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock $1.25 par value
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
State issuer's revenues for its most recent year: $23,296,000.
Based on the closing sales price of March 17, 1998, the aggregate
market value of the voting stock held by non-affiliates (which
includes all common stock, $1.25 par value other than shares
beneficially owned by directors or executive officers) of the
Registrant was $17,673,000.
The number of shares outstanding of the Registrant's common
stock, $1.25 par value was 884,680 at March 15, 1998.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for
the
year ended December 31, 1997 are incorporated by reference into
Part I, Part II, Part III and Part IV.
Traditional Small Business Disclosure Format. Yes ____ No
X
<PAGE>
PART III
Item 10. Directors and Executive Officers of the
Registrant
The following table sets forth information
concerning
the directors of the Registrant ("First Jermyn"), including their
principal occupations or employment during the past five years
and their ownership of First Jermyn Common Stock as of March 1,
1998.
<TABLE>
<CAPTION>
Name and Principal Age and Sole Voting
Shared Voting Total Shares Percent of
Occupation During Director and Investment
and Investment Beneficially Total Shares
Past Five Years Since(1) Power
Power Owned Outstanding
<S> <C> <C>
<C> <C> <C>
David M. Epstein, Esquire 59 3,685
9,275 29,040(2) 3.3%
Scranton, PA 1985
President, The Wellesley Group
(Hotel Management)
Robert T. Kelly 71 22,605
-- 22,950(3) 2.6
Jessup, PA 1971
Certified Public Accountant
Harold T. McGovern 39 830
-- 830 0.1
Carbondale, PA 1998
President, McGovern Insurance Agency
Kuzma Leschak, Jr. 73 --
4,625 9,675(4) 1.1
Jermyn, PA 1950
Chairman, Board of Directors
I. Leo Moskovitz 93 1,000
-- 25,300(5) 2.9
Jermyn, PA 1953
Retired President of
FNBJ and First Jermyn
Garfield G. Thomas 95 4,500
-- 5,500(6) .6
Carbondale, PA 1958
Secretary to Board of Directors
FNBJ and First Jermyn
William M. Davis 62 2,000
20,430 23,030(7) 2.6
Jermyn, PA 1966
President and CEO of
FNBJ and First Jermyn
Peter A. Sabia 66 --
100,780 118,050(8) 13.3
Dunmore, PA 1984
Owner of Valley Dodge
Truck Center
Edmund J. Biancarelli 84 28,900
6,425 35,325 4.0
Jessup, PA 1964
Medical Doctor
Thomas G. Speicher 51 --
4,402 4,402 .5
Archbald, PA 1996
President and CEO of
TR Associates
William K. Nasser, Jr. 45 1,409
1,970 3,089(9) .4
Dunmore, PA 1997
President, Nasser & Co.
Steven R. Tokach 51 250
5,180 5,430 .6
Wilkes-Barre, PA 1997
Executive Vice President
First Jermyn and FNBJ
All Directors and Officers as a -- 65,179
156,105 286,989 32.2
Group (13 Persons)
_____________________
</TABLE>
(1) Includes period served as director of FNBJ or Jessup
Bank.
(2) Includes 4,750 shares owned by his mother and 11,730
shares
owned individually by his spouse.
(3) Includes 345 shares owned individually by his spouse.
(4) Includes 5,050 shares owned in various capacities by his
children.
(5) Includes 24,300 shares owned individually by his spouse.
(6) Includes 1,000 shares owned by his spouse.
(7) Includes 600 shares held in a self-directed IRA.
(8) Includes 17,270 shares owned in various capacities by his
children.
(9) Includes 100 shares owned by his children and 960 shares
held in a self-directed IRA.
Item 11. Executive Compensation
Set forth in the following table is certain
compensation information with respect to the Chief Executive
Officer of First Jermyn and each other executive officer of First
Jermyn who received compensation in excess of $100,000 for the
fiscal year ended December 31, 1997:
Annual Compensation
Name and Principal Position Year Salary Bonus
William M. Davis 1997 $177,788 $30,000
President & CEO 1996 162,192 25,000
1995 153,769 14,249
Steven R. Tokach 1997 $116,299 $20,000
Executive Vice President 1996 107,873 20,000
In June 1993, First Jermyn entered into employment
agreements with William M. Davis, President and Chief Executive
Officer of First Jermyn, and Steven R. Tokach, Executive Vice
President of First Jermyn. Each agreement was for an initial
three-year term and is renewed annually for a three-year period
unless notice of nonrenewal is given by either party in which
case the agreement will expire at the end of the then existing
term. Each agreement provided for an initial base salary which
First Jermyn may increase, but not decrease, from time to time.
The current base salaries for Mr. Davis and Mr. Tokach under the
agreements is $185,000 and $120,000, respectively. If the
executive's employment is terminated without "cause" (as defined
in the agreement) or the executive terminates his employment for
"good reason" (as defined in the agreement) following a "change
in control" of the Company, the executive becomes entitled to
severance benefits under the agreement. "Good reason" includes a
reduction in title, responsibilities, or authority, a
reassignment which requires the executive to travel from his
principal residence more than 25 miles, any removal of the
executive from office (subject to certain exceptions), a
reduction in base salary, or a failure to provide the executive
with comparable benefits following a "change in control." If any
such termination occurs following a "change in control,"
Mr. Davis and Mr. Tokach will be entitled to receive their
current salary for the remainder of the then existing contract
term plus certain welfare benefits in effect during the two (2)
years prior to such termination.
First Jermyn does not presently compensate
executives
or employees by means of any stock option or long-term incentive
plan. A long-term incentive plan means a plan providing
compensation to serve as an incentive for performance over a
period longer than one fiscal year.
Report of the Compensation Committee
First Jermyn's salary and compensation policies are
administered by the Personnel, Retirement and Compensation
Committee of the Board of Directors. This Committee consists
entirely of nonemployee directors of First Jermyn. The primary
objective of the Committee is to set salaries and benefit levels
which are competitive with levels available at financial
institutions of similar size in First Jermyn's market area. The
Committee annually evaluates and recommends to the Board of
Directors compensation and bonus awards to employees of First
Jermyn, including the Chief Executive Officer.
At present, First Jermyn's executive compensation
program is comprised of salary and bonus. There are no long-term
incentive programs, including any stock-based forms of
remuneration. Salary levels are determined within ranges for
specific job descriptions for all executive employees other than
the Chief Executive Officer and the Executive Vice President.
Ranges are determined by comparing two commercially available
salary surveys and also data collected on comparable salaries
paid to officers who are similarly situated at other financial
institutions in First Jermyn's market area. Salaries are set
within the ranges for each job description based on an evaluation
by the Committee of an individual's job performance.
The salary level of the Chief Executive Officer was
set
at $185,000 effective June 1, 1997 based on the Committee's and
the Board's perception of the Chief Executive Officer's
contribution to First Jermyn, including without limitation his
efforts to enhance First Jermyn's financial performance by
expanding the Bank's services and market area. The Chief
Executive Officer was also awarded a bonus of $30,000 for 1997.
The salary level and bonus for the Chief Executive Officer and
for other executive employees were not based on any quantitative
criteria.
First Jermyn presently does not maintain any
long-term
incentive plans, including stock option plans or other stock-
based plans, for its employees. First Jermyn does maintain a
tax-qualified defined contribution plan for all of its employees.
In addition, First Jermyn has historically paid an annual bonus
to all employees based on the achievement of pre-determined
returns on shareholders' equity.
This report has been submitted by the Personnel,
Retirement and Compensation Committee of the Board of Directors,
the members of which are: Peter A. Sabia, Chairman; David M.
Epstein, Esquire; Garfield G. Thomas; Thomas G. Speicher;
William K. Nasser, Jr.
Performance Graph
Set forth below is a graph and table comparing the
yearly percentage change in the cumulative total shareholder
return on First Jermyn Common Stock against the cumulative total
return on the S&P 500 Index and the cumulative total return on
the NASDAQ Combination Bank Index for the five-year period
commencing January 1, 1993, and ending December 31, 1997.
Cumulative total return on First Jermyn Common Stock, the
S&P 500 Index and the NASDAQ Combination Bank Index equals the
total increase in value since January 1, 1993, assuming
reinvestment of all dividends. The graph and table were prepared
assuming that $100 was invested on January 1, 1993, in First
Jermyn Common Stock, the S&P 500 and the NASDAQ Combination Bank
Index.
The First Jermyn Corp.
Performance Graph
[Graph to be inserted separately]
<TABLE>
<CAPTION>
1992 1993 1994
1995 1996 1997
<S> <C> <C> <C> <C>
<C> <C>
S&P 500 $100 $107.06 $105.41
$141.36 $170.01 $222.72
NASDAQ Combination 100 129.37 130.80
189.41 238.95 390.90
Bank Index
First Jermyn 100 110.83 122.23
142.16 179.18 259.15
____________
</TABLE>
Pension Plan
First Jermyn maintains a defined benefit retirement
plan ("Pension Plan") for all employees who have attained age 21
and have completed one year of eligibility service. The
following table sets forth the estimated annual benefits payable
upon retirement to participants at normal retirement age, in the
average annual salary and years of service classifications
specified.
THE FIRST JERMYN CORP. PENSION PLAN
ILLUSTRATION OF BENEFITS AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
Benefits Payable Per Years of
Service(1)(2)
Remuneration(3) 15 20 25 30
35
<S> <C> <C> <C> <C>
<C>
25,000 6,750 9,000 11,250 13,500
15,750
50,000 14,250 19,000 23,750 28,500
33,250
75,000 21,750 29,000 36,250 43,500
50,750
100,000 29,250 39,000 48,750 58,500
68,250
125,000 36,750 49,000 61,250 73,500
85,750
150,000 44,250 59,000 73,750 88,500
103,250
200,000 47,250(4) 63,000(4) 78,750(4) 94,500(4)
110,250(4)
</TABLE>
(1) The following are the years of credited service under the
Pension Plan for the persons named in the cash compensation
table: Mr. Davis - 34 years; and Mr. Tokach - 11 years.
(2) Benefits are computed in single life annuity amounts without
any reduction for Social Security or other offset amounts.
(3) Represents the highest average remuneration received over a
consecutive five-year period during the last ten years,
subject in the cases of Messrs. Davis and Tokach to a
compensation limit of $160,000 in 1997.
(4) The 1997 maximum annual benefit permitted when the Internal
Revenue Code's annual compensation limit of $160,000 and
maximum annual benefit limit are applied to the Pension
Plan's benefit formula.
Item 12. Security Ownership of Certain Beneficial
Owners and Mdanagement
As of March 15, 1998, there were 884,680 shares of
First Jermyn Common Stock issued and outstanding held by
approximately 1,241 shareholders. The following table set forth
information with respect to persons known by First Jermyn to have
beneficially owned 5% or more of the outstanding First Jermyn
Common Stock as of the First Jermyn Record Date:
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Peter A. Sabia 118,050 13.3%
402 Willow Street
Dunmore, PA
Janice Fiegleman 48,850 5.5
Family Trust
539 Clay Avenue
Scranton, PA
________________________
(1) Mr. Sabia is a director of First Jermyn and FNBJ. Amounts
include 100,780 shares over which he has shared voting and
investment power and 17,270 shares owned in various
capacities by his children.
(2) Amounts include 47,090 shares owned by the Janice Fiegleman
Family Trust, for which Janice Fiegleman is trustee, and
1,760 shares owned by her as co-trustee with others.
Item 13. Certain Relationships and Related
Transactions
Certain directors and executive officers of First
Jermyn, and associates of such persons (including corporations of
which such persons are officers or 10% beneficial owners), were
customers of and had transactions with First Jermyn and FNBJ in
the ordinary course of business during 1997 and to date in 1998.
All loans made to such persons by FNBJ were made in the ordinary
course of business 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 risks of collectibility or present
other unfavorable features. It is expected that any other
transactions with directors and officers and their associates in
the future will be conducted on the same basis.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE FIRST JERMYN CORP.
Dated: April 30, 1998
By/s/ William M. Davis
William M. Davis,
President and Chief Executive
Officer
