<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission file number 0-14506
PIONEER AMERICAN HOLDING COMPANY CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2319931
- ------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 No. Main St., Carbondale, PA 18407
- ------------------------------- -----
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (717) 282-2662
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, Par Value $1.00 a Share
-------------------------------------
(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 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______
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 1998:
Common stock, $54,242,136.00 (1)
- ----------------------------------
The number of shares outstanding of the issuer's classes of common stock as of
March 1, 1998:
Common stock, $1.00 par value - 2,864,074 shares
- ------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE: NONE
(1) The aggregate dollar amount of the voting stock set forth equals the
number of shares of the registrant's Common Stock outstanding, reduced by the
amount of Common Stock held by executive officers, directors and shareholders
owning in excess of 10% of the registrant's Common Stock, multiplied by the
closing high bid price for the registrant's Common Stock on March 1, 1998. The
information provided shall in no way be construed as an admission that any
officer, director or 10% shareholder may be deemed an affiliate of the
registrant or that such person is the beneficial owner of the shares reported
as being held by him, and any such inference is hereby disclaimed. The
information provided herein is included solely for record keeping purposes of
the Securities and Exchange Commission.
<PAGE>
In accordance with instruction G(3) to Form 10-K, Pioneer American
Holding Company Corp. (the "Company") is amending its Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 20, 1998 to
provide information required in Part III.
10-K CROSS REFERENCE
<TABLE>
<CAPTION>
Page
PART III
<S> <C> <C>
10. Directors and Executive Officers of the Registrant ........................................... 2
11. Executive Compensation........................................................................ 4
12. Security Ownership of Certain Beneficial Owners and
Management............................................................................ 9
13. Certain Relationships and Related Transactions................................................11
</TABLE>
1
<PAGE>
PART III
Directors and Executive Officers
The following table sets forth selected information about the
officers of the Bank, each of whom is elected by the Board of Directors and
each of whom holds office at the discretion of the Board of Directors. Each of
the officers of the Bank has been principally employed as an officer or
employee of the Bank for more than the past five years. "Officer of the Bank"
as used herein means those persons with the title of Senior Vice President and
higher:
<TABLE>
<CAPTION>
Name Age Position with the Bank Held Since
---- --- ---------------------- ----------
<S> <C> <C> <C>
John S. Guzey 90 Chairman 1992
Director 1960
Donald A. Hoyle, Jr. 63 President 1984
Director 1984
John W. Reuther 48 Senior Executive Vice President 1987
Director 1988
Patricia A. Cobb, Esquire 40 Senior Vice President 1990
James E. Jackson 54 Senior Vice President 1987
Dorothea C. Metz 72 Senior Vice President 1995
</TABLE>
The following table contains certain information with respect to the
Directors of the Company and the Bank. Gene E. Goldenziel was first elected to
the Board of Directors of the Company in 1986. Richard Chojnowski and John W.
Reuther were first appointed to the Board of Directors of the Company in 1994
and 1988, respectively. Margaret O'Connor was first elected to the Board of
Directors of the Company in 1995. John S. Guzey was first elected to the Board
of Directors upon formation of the Company in 1984. All other Directors were
first elected upon formation of the Company in 1984.
<TABLE>
<CAPTION>
Year First Elected
or Appointed Director Principal Occupation for
Name Age of the Bank Past Five Years
---- --- ----------- ---------------
<S> <C> <C> <C>
Donald A. Hoyle, Jr. 63 1984 President of Company and Bank
Richard Chojnowski 55 1994 Electrical Contractor
Gene E. Goldenziel 50 1985 Attorney - Needle, Goldenziel &
Pascale
William K. Nasser 82 1969 Retired Certified Public Accountant
- William K. Nasser Accountants
John W. Walski 76 1982 Retired - Giant Markets
John W. Reuther 48 1988 Senior Executive Vice President of
Company and Bank
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Year First Elected
or Appointed Director Principal Occupation for
Name Age of the Bank Past Five Years
- ---------------------------- ------- --------------------- ----------------------------------
<S> <C> <C>
Eldore Sebastianelli 77 1980 Retired - former co-owner - C&S
Excavating Company
John S. Guzey 90 1960 Retired-President of Keystone
Pavement & Construction Company
Margaret L. O'Connor 67 1995 Former Mayor, Clarks Summit, PA
</TABLE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act ("Section 16(a)") requires the
Company's directors, executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, if any, to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended December 31, 1997,
all Section 16(a) filing requirements applicable to its officers and directors
were complied with.
3
<PAGE>
Executive Compensation
The following table sets forth all cash compensation paid by the
Company and the Bank for services rendered in all capacities to the Company
and its subsidiaries during the fiscal year ended December 31, 1997 to the
Chief Executive Officer of the Company and the Bank and to all Executive
Officers of the Company and the Bank whose salary and bonus exceed $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Long Term All Other
Principal Position Annual Compensation Compensation Compensation (a)
------------------ ------------------- ------------ ----------------
Year Salary (b) Bonus Stock Options
---- ---------- ----- -------------
<S> <C> <C> <C> <C> <C>
Donald A. Hoyle, Jr. 1997 $190,150 $ 26,040 - 0 - $ 51,119
President and Director
of the Bank and the Company 1996 189,350 38,192 - 0 - 55,560
1995 181,800 36,366 - 0 - 53,771
John W. Reuther, 1997 $141,250 $ 16,807 - 0 - $ 41,478
Senior Executive Vice President
and Director of the Bank 1996 140,000 24,900 - 0 - 41,396
and the Company
1995 134,750 23,700 - 0 - 41,926
</TABLE>
(a) For Mr. Hoyle, $7,173 contributed to the Savings and Investment Plan,
a car allowance of $1,840 life insurance premiums paid by the Bank of
$2,106 and insurance premiums paid of $40,000 to fund the Company's
obligations under the Executive Retirement Plan in 1997.
For Mr. Reuther, $6,671 contributed to the Savings and Investment
Plan, a car allowance of $2,139, life insurance premiums paid by the
Bank of $913 and insurance premiums paid of $31,755 to fund the
Company's obligations under the Executive Retirement Plan in 1997.
(b) Includes Directors fees of $16,550 and $16,750 paid to Mr. Hoyle and
Mr. Reuther, respectively, during fiscal 1997.
Employment Agreements
On October 12, 1993, the Bank entered into new employment agreements
with Mr. Hoyle and Mr. Reuther providing for base annual salaries of $146,500
and $106,700, respectively. The agreements provide for such higher than base
salaries as may be negotiated from time to time during the term of the
agreements as well as certain additional employment benefits. The base term of
the agreements is five years; the agreements may be terminated by the Bank for
cause, upon the death of the employee and, subject to the following provision
concerning change of control, upon the termination of the employee's
employment by resignation or otherwise. In the event that employee's
employment with the Bank is terminated by the employee or the Bank upon a
change in control of the Bank, the Bank will pay to the employee a lump-sum
termination benefit equal to three years' base annual salary not later than 30
days after termination. In addition, upon such change in control, for one
4
<PAGE>
year, the employee will be reimbursed costs incurred in connection with the
search for a new job and reasonable relocation expenses and, for two years,
all nondiscriminatory employee benefits.
Executive Retirement Plan
On October 25, 1988, the Bank adopted a retirement plan (the
Executive Retirement Plan) for the benefit of eligible employees. The
Executive Retirement Plan is administered by a committee of the Board which
designates the members who are eligible to participate in the Plan. The
purpose of the Executive Retirement Plan is to assist the Bank and the Company
in retaining the service of certain key employees until their retirement, to
induce these key employees to utilize their best efforts to maintain and
enhance the business of the Bank and the Company and to provide certain
benefits to the key employees. Under the Executive Retirement Plan, the Bank
allocates each year an amount on behalf of the member necessary to provide an
annual income at the member's normal retirement date payable for ten years
equal to 35% of the member's average compensation for his three most highly
compensated years of employment. While benefits under the Executive Retirement
Plan are intended to be unfunded obligations of the Bank, the Bank has elected
to purchase insurance policies to fund the obligations. The account of each
member is credited with interest at the rate of seven percent and compounded
annually. A member shall have a 100% vested interest in his account upon
eligibility for retirement, death, termination of his employment or in the
event of a merger or acquisition of the Bank by another entity. Upon
retirement, the member is entitled to the value of the account distributed in
equal installments over a period of five, ten or fifteen years at the election
of the member. Prior to a member's retirement, a member's beneficiary is
entitled to the greater of the value of the member's account at the time of
death, or $200,000 or $250,000 as determined by the Board of Directors. Donald
A. Hoyle, Jr. and John W. Reuther have been designated as members under the
Executive Retirement Plan.
On March 7, 1994, the Bank supplemented the above described
"Executive Retirement Plan" with insurance contracts for the benefit of Donald
A. Hoyle, Jr. and John W. Reuther. The supplemental plan provides that the
Bank purchase life insurance policies on the lives of the named executives.
The Bank will further pay the annual premium due on each such policy until
each insured reaches the age of 65, unless employment is terminated prior to
age 65. Each named executive shall have a 100% ownership interest in his
account upon eligibility for retirement, death, termination of his employment
or in the event of a merger or acquisition of the Bank by another entity. Each
named executive has executed a split-dollar agreement granting a collateral
interest to the Bank for all premiums paid by the Bank, which collateral
interest is extinguished upon retirement, death, termination of employment or
in the event of a merger or acquisition of the Bank by another entity. At
their retirement age of 65, the plan benefit is estimated at $593,540 for
Donald A. Hoyle, Jr. and $840,766 for John W. Reuther.
Employee Stock Ownership Plan
The Board of Directors of the Bank adopted an Employee Stock
Ownership Plan ("ESOP") effective January l, 1985, and restated effective
January l, 1989. The ESOP is intended to invest primarily in the Common Stock
of the Company ("Qualifying Employer
5
<PAGE>
Securities"). The assets of the ESOP are held in a trust fund by the Company,
as trustee (the "Trustee"), pursuant to a trust agreement.
Contributions from the Bank to the ESOP are generally required to be
made from net profits, and are made in amounts established in the sole
discretion of the Board of Directors. Each participant is entitled to direct
the Trustee with respect to the voting rights, if any, of any Qualifying
Employer Securities allocated to the participant's account provided that the
issuer has a "registration-type" class of securities. In other cases, the
voting of shares held by the ESOP, in general, will be determined by the
Trustee. In addition, under certain circumstances, a participant (or
beneficiary) may exercise a "put option" granted by the ESOP and require the
Company to buy back any Qualifying Employer Securities distributed to the
participant (or beneficiary).
The operation and administration of the ESOP is controlled by a
committee appointed by the Board of Directors. The committee presently
consists of Donald A. Hoyle, Jr., Patricia A. Cobb, Susan Muir, Nina Sticker
and Gene E. Goldenziel. The committee designates investment policies under
which the Trustee acts. The Board of Directors has the sole responsibility to
appoint and remove members of the committee or the Trustee, and for
determining the amount of contributions to the ESOP by the Bank, and to amend
or terminate, in whole or in part, the ESOP or the trust agreement.
Any employee of the Bank in the eligible class of employees is
eligible to become a participant in the ESOP as of the January 1st following
the date the employee completed six months of service with the Bank, and will
share in employer contributions to the ESOP if he has completed 1,000 hours of
service in any year. Each participant shall be fully vested in his account
after three years of service. Stock purchased by the ESOP and dividends
received by the ESOP are allocated among the participants in proportion to
their respective compensation. Upon retirement, death or disability, a
participant or his beneficiaries, as the case may be, will generally be
entitled to receive specified benefits in the form of a single-sum
distribution, subject to alternative forms of distribution. At the discretion
of the Committee, benefits will be distributed in cash or in shares of Common
Stock subject to the right of the participant to elect to receive his benefits
in shares of Common Stock. A participant who separates from service prior to
attainment of normal retirement age has the right to receive distribution of
his plan benefits commencing no later than five years after the plan year in
which he separated from service.
Savings and Investment Plan
The Bank sponsors a Savings and Investment Plan ("Savings Plan") for
employees which became effective on September 1, 1985, and was restated
effective January 1, 1989. Any employee who was employed by the Bank on
September 1, 1985 automatically became a participant in the Savings Plan. Any
employee who completes 1,000 hours of service in any year is also eligible to
participate in the Savings Plan.
Subject to certain limitations, participants may contribute a portion
of their earnings for each year to the Savings Plan. For the first three
percent of earnings contributed by a participant,
6
<PAGE>
the Bank matches the contribution. On the next three percent of earnings
contributed by a participant, the Bank matches one-half of the contribution.
In addition, the Bank may contribute such additional amounts as it determines.
Federal income taxes on the participant's and the Bank's contributions to the
Savings Plan are deferred until the participant withdraws funds from the
Savings Plan. Each participant designates one or more investment funds for the
investment of the contributions made on the participant's behalf. A
participant is 100% vested in his account upon death or termination of
employment for any reason. Upon termination of employment by, or death of, a
participant, the participant or his estate has several alternatives available
for withdrawing funds from the Savings Plan. Withdrawals by a participant of
certain contributions and loans from the Savings Plan are also permitted in
certain situations.
Stock Option Plan
In February 1990, the Board of Directors of the Company adopted a
stock option plan, which was approved by the shareholders of the Company in
May 1990 (the "Stock Option Plan"). Pursuant to the Stock Option Plan, stock
options may be granted which qualify under the Internal Revenue Code as
incentive stock options as well as stock options that do not qualify as
incentive options. All officers and key employees of the Company or any
current or future subsidiary who are employed on a full-time basis are
eligible to receive options under the Stock Option Plan. As of December 31,
1996, incentive stock options covering an aggregate of 162,000 shares had been
granted pursuant to the Stock Option Plan at a $8.00 per share exercise price,
incentive stock options covering an aggregate of 60,000 shares had been
granted at a $9.00 per share exercise price, incentive stock options covering
an aggregate of 18,000 shares had been granted at a $11.50 per share exercise
price and incentive stock options covering an aggregate of 60,000 shares were
granted at $13.00 per share exercise price. All option amounts and the
exercise prices thereof have been adjusted to give effect to the two for one
stock split effective June 5, 1996.
The purpose of the Stock Option Plan is to provide additional
incentive to employees of the Company by encouraging them to invest in the
Company's Common Stock and thereby acquire a proprietary interest in the
Company and an increased personal interest in the Company's continued success
and progress. The Stock Option Plan is administered by a committee which is
appointed by the Board of Directors and consists only of Directors who are not
eligible to receive options under the Stock Option Plan. The committee
determines, among other things, which officers and key employees receive an
option or options under the Stock Option Plan, the type of option (incentive
stock options or non-qualified stock options, or both) to be granted, the
number of shares subject to each option, the rate of option exercisability,
and, subject to certain other provisions to be discussed below, the option
price and duration of the option.
The aggregate number of shares which may be issued upon the exercise
of options under the Stock Option Plan is 300,000 shares (as adjusted for the
two for one stock split effective June 5, 1996) of Common Stock. The option
price for options issued under the Stock Option Plan is to be at least equal
to 100% of the fair market value of the Common Stock as of the date the option
is granted. The fair market value is determined by the committee.
7
<PAGE>
Except as otherwise described below, none of the options granted
under the Stock Option Plan may be exercised during the first year after the
date granted. Thereafter each optionee may exercise up to 50% of his option
the second year, up to 75% of his option the third year, and up to 100% of his
option thereafter. In the event of a "change in control" of the Company, as
defined in the Stock Option Plan, each optionee may exercise the total number
of shares then subject to the option. Unless terminated earlier by the
option's terms, incentive stock options expire ten years after the date they
are granted and non-qualified stock options expire ten years and ten days
after the date they are granted.
The following table sets forth certain information concerning the
shares acquired upon exercise of options, the number of unexercised options
and the value of unexercised options at December 31, 1997 held by the
Executive Officers listed in the Summary Table. No options were granted during
the year ended December 31, 1997.
OPTION EXERCISES AND YEAR-END VALUE TABLE
Aggregate Option Exercises In Last Fiscal Year
and Option Value at December 31, 1997
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options
December 31, 1997 at December 31, 1997(a)
----------------- -----------------------
Shares
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald A. Hoyle, Jr. - 0 - - 0 - 73,878/0 $860,761/0
John W. Reuther 8,297 $132,752 56,000/0 $630,000/0
</TABLE>
(a) Based upon the difference between the market value of $22.25 per
share on December 31, 1997 and the exercise price of the option (as
adjusted for the two to one stock split effective June 5, 1996).
Compensation of Directors
Members of the Board of Directors are compensated at the rate of $200
per meeting of the Company and $500 per meeting of the Bank attended and $250
for meetings of the Bank not attended. Non-management Directors of the Bank
also received an additional fee of $9,000 during 1997.
8
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 30, 1998, certain
information with respect to the beneficial ownership of Common Stock by (i)
each person who owns of record or who is known by the Board of Directors to be
the beneficial owner of more than five percent of the outstanding Common
Stock, (ii) each Director, (iii) each of the Executive Officers named in the
Summary Compensation Table herein and (iv) all Executive Officers and
Directors of the Company as a group:
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially Percent of
Name Position Owned(a) Class(b)
- ---------------------------- --------------------------------- ---------------- -------------
<S> <C> <C> <C>
Richard Chojnowski Director 146,456(c) 5.05%
3900 Robert Drive
Olyphant, PA
Gene E. Goldenziel Director 55,996(d) 1.92%
John S. Guzey Chairman/Director 56,000 1.93%
Donald A. Hoyle, Jr. President/Director 112,722(e) 3.82%
William K. Nasser Director 76,612(f) 2.64%
Margaret L. O'Connor Director 44,816(g) 1.54%
John W. Reuther Senior Executive Vice President/ 90,448(h) 3.09%
Director
Eldore Sebastianelli Treasurer/Director 47,020(i) 1.62%
John W. Walski Director 101,144(j) 3.49%
All Directors and Executive
Officers of the Company as a group
(12 Persons) 747,238 24.96%
</TABLE>
- ---------
(a) The securities "beneficially owned" by an individual are determined
in accordance with the definition of "beneficial ownership" set forth
in the regulations of the Securities and Exchange Commission and,
accordingly, may include securities owned by or for, among others,
the wife and/or minor children of the individual and any other
relative who has the same home as such individual, as well as other
securities as to which the individual has or shares voting or
investment power or has the right to acquire within 60 days after
April 30, 1998. Beneficial ownership may be disclaimed as to certain
of the securities. Except as indicated in the footnotes of this
table, the persons named in this table have sole voting and
investment power with respect to all shares of Common Stock
indicated.
(b) Does not include shares held by the ESOP except as specifically set
forth herein. As of April 30, 1998, the ESOP held 149,959 shares, all
of which have been allocated to individual accounts.
(c) All shares are owned jointly with his mother.
(d) Includes 21,736 shares owned jointly with his spouse and 4,000 shares
held in an IRA account.
(e) Includes 46,668 shares which may be acquired upon the exercise of
stock options. Also includes 11,252 shares held by the ESOP which
have been allocated to his individual account.
9
<PAGE>
(f) Includes 16,584 shares owned jointly with his spouse, 39,712 shares
owned individually by his spouse and 18,704 held as co-trustee of a
family trust.
(g) Includes 200 shares owned by the estate of such director's husband
and 44,616 held as trustee for family trust.
(h) Includes 46,000 shares which may be acquired upon the exercise of
stock options. Also includes 16 shares held by him as co-trustee for
his son, 80 shares held jointly with his son, Michael, and 8,894
shares held by the ESOP which have been allocated to his individual
account.
(i) Includes 1,748 shares held as trustee for his grandchildren and
45,272 shares held jointly with his spouse.
(j) Includes 34,648 shares owned jointly with his spouse.
10
<PAGE>
Certain Relationships and Related Transactions
The Bank has had and expects to have in the future, loan and other
banking transactions in the ordinary course of business with many of its
Directors, officers, and their associates. All extensions of credit to such
persons have been 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 in the opinion of
the management of the Bank, do not involve more than a normal risk of
collectibility or present other unfavorable features.
The law firm of Needle Goldenziel & Pascale was paid legal fees of
approximately $65,773 by or on behalf of the Company or its subsidiaries for
legal services rendered during 1997 (of which $14,250 was paid by borrowers of
the Bank). Gene E. Goldenziel, who is a Director of the Bank and the Company,
is a partner in Needle, Goldenziel & Pascale. Needle, Goldenziel & Pascale has
been retained by the Bank and the Company to perform legal services in 1998.
11
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<TABLE>
<CAPTION>
<S> <C>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to /s/ GENE E. GOLDENZIEL, ESQ.
to be signed on its behalf by the undersigned, thereunto duly authorized. ----------------------------
GENE E. GOLDENZIEL, ESQ.
PIONEER AMERICAN HOLDING COMPANY CORP. Director
Date: April 30, 1998 /s/ JOHN S. GUZEY
-------------- ----------------------------
JOHN S. GUZEY
Director
By /s/ Donald A. Hoyle, Jr.
- --------------------------- /s/ DONALD A. HOYLE, JR.
Donald A. Hoyle, Jr. ----------------------------
President & Chief Executive Officer DONALD A. HOYLE, JR.
Director
By /s/ John W. Reuther /s/ WILLIAM K. NASSER
- --------------------------- ----------------------------
John W. Reuther WILLIAM K. NASSER
Sr. Executive Vice President & Chief Director
Financial Officer
/s/ RICHARD CHOJNOWSKI
----------------------------
RICHARD CHOJNOWSKI
By /s/ Richard J. Lapera Director
- ---------------------------
Richard J. Lapera
Comptroller of Pioneer American
Bank, National Association /s/ JOHN W. REUTHER
----------------------------
JOHN W. REUTHER
Director
/s/ ELDORE SEBASTIANELLI
----------------------------
ELDORE SEBASTIANELLI
Director
/s/ MARGARET O'CONNOR, R.N.
----------------------------
MARGARET O'CONNOR, R.N.
Director
/s/ JOHN W. WALSKI
----------------------------
JOHN W. WALSKI
Director
</TABLE>
