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 Section 240.14a-11 (c) or 240.14a-12
COMMUNITY INDEPENDENT BANK, INC.
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(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:
4) Date Filed:
Schedule 14a Info
<PAGE>
Community Independent Bank, Inc.
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201 North Main Street, Bernville, PA 19506
March 21, 2000
ARLAN J. WERST
President and
Chief Executive Officer
To The Shareholders of Community Independent Bank, Inc.
The Annual Meeting of Shareholders of your Corporation, Community Independent
Bank, Inc., will be held at Haag's Hotel, Shartlesville, Pennsylvania, on
Thursday, April 27, 2000, at 1:30 P.M. A Notice of the Annual Meeting, a Proxy
Statement and a Proxy are enclosed.
The 1999 Annual Report of Community Independent Bank, Inc. also is enclosed. The
Annual Report includes our consolidated financial statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations.
If you plan to attend the Annual Meeting, there is enclosed a return card for
you to indicate that you will be with us for lunch, so that we may plan
accordingly. We urge you to complete, sign, date and return the Proxy as
promptly as possible, whether or not you plan to attend the meeting in person. A
postage paid return envelope is enclosed for your convenience. The return of the
enclosed Proxy will not in any way affect a shareholder's right to attend the
Annual Meeting.
Very truly yours,
Arlan J. Werst
President and
Chief Executive Officer
<PAGE>
Community Independent Bank, Inc.
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201 North Main Street, Bernville, PA 19506
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Notice of Annual Meeting of Shareholders
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To the Shareholders of Community Independent Bank, Inc.
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of
Community Independent Bank, Inc. will be held at Haag's Hotel, Shartlesville,
Pennsylvania, on Thursday, April 27, 2000 at 1:30 P.M. to hear the Annual Report
of the President and to vote upon the following matters:
1. To elect two Class 1 directors to hold office for three years from the
date of election and until their successors shall have been elected
and qualified; for a list of nominees, see the enclosed Proxy
Statement.
2. Other Business: To consider and act upon such other business as may
properly come before the Annual Meeting or any adjournments or
postponements thereof.
A Proxy Statement and a Proxy are enclosed. Please complete, sign, date and
return the Proxy as promptly as possible. The return of the enclosed Proxy will
not in any way affect a shareholder's right to attend the Annual Meeting.
By Order of the Board of Directors,
Linda L. Strohmenger
Secretary
March 21, 2000
<PAGE>
Proxy Statement For
Annual Meeting of Shareholders
to be held on April 27, 2000
Approximate Date of Mailing Proxy Statement and
Proxy to Shareholders:
March 21, 2000
Use of Proxy
A Proxy for use in connection with the Annual Meeting of Shareholders of
Community Independent Bank, Inc. (herein called the "Corporation") to be held on
Thursday, April 27, 2000, at 1:30 P.M., at Haag's Hotel, Shartlesville,
Pennsylvania, is enclosed. This Proxy is solicited by the Board of Directors of
the Corporation and costs of solicitation will be borne by the Corporation. This
Proxy is revocable by the person giving it, by filing with the Secretary of the
Corporation either a written notice revoking the Proxy or duly executed Proxy
bearing a later date. Shares of stock of the Corporation represented by properly
executed and filed Proxies will be voted FOR the election as Class 1 Directors
of the two nominees named in this Proxy Statement or so many of them as can be
elected, and upon the transaction of such other business as may properly come
before the meeting, in accordance with the best judgment of the persons
appointed as Proxies.
Outstanding Stock and Principal Holders Thereof
As of February 15, 2000, there were 699,502 shares of common stock of the
Corporation issued and outstanding, having a par value of $5.00 per share. Only
those shareholders of record at the close of business on February 15, 2000 will
be entitled to receive notice of, and to vote at, the Annual Meeting of
Shareholders of the Corporation. Each outstanding share of stock will entitle
the holder to one vote on all business of the meeting. Shareholders do not have
the right to vote their shares cumulatively with regard to the election of
Directors. A majority of the outstanding common stock present in person or by
proxy constitutes a quorum for the transaction of business at the Annual
Meeting. In the case of the election of Directors, the nominees receiving the
highest number of votes, up to the number of Directors to be elected, shall be
elected to the Board of Directors. Abstentions and broker non-votes will not
constitute or be counted as votes cast for purposes of the Annual Meeting.
<PAGE>
To the best of the Corporation's information and belief, no person holds
beneficially, directly or indirectly, five percent (5%) or more of the
outstanding shares of the Corporation's common stock.
Security Ownership of Management
The following table sets forth information relating to beneficial ownership of
shares of common stock of the Corporation by all of the Corporation's present
Directors, each nominee for Director, each named executive officer of the
Corporation set forth in the Summary Compensation Table, and by all of the
Corporation's Directors and executive officers as a group, without naming them,
as of February 15, 2000. Unless otherwise indicated in a footnote below, each
individual holds sole voting and investment power over the shares listed in the
table. For purposes of the table, beneficial ownership also includes any shares
which the individual has the right to acquire within 60 days of February 15,
2000 through the exercise of outstanding stock options granted pursuant to the
Corporation's stock option plans.
<TABLE>
<CAPTION>
No. of Shares
Position with Nature of Beneficial Percentage
Name of Beneficial Owner Corporation Ownership of Class
- ------------------------ ------------- -------------------- ----------
<S> <C> <C> <C>
Karl D. Gerhart Director 6,000 .86%
John F. Hampson Director 1,703 (1) .24%
Frederick P. Krott Director 4,316 (2) .62%
Walter J. Potteiger Director 32,666 (3) 4.67%
Deborah K. Ritter Director 2,536 (4) .36%
John J. Seitzinger Director 4,800 (5) .69%
Arlan J. Werst President, Chief Executive
Officer and Director 15,723 (6) 2.25%
Stratton D. Yatron Director 6,000 (7) .86%
All Directors and 80,311 11.48%
Executive Officers
(11 Persons)
</TABLE>
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(1) Includes 103 shares held in trust for benefit of minor child and 1,000
shares which may be acquired upon exercise of stock options.
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<PAGE>
(2) Includes 300 shares held directly by spouse, 818 shares held in trust for
benefit of minor children and 1,000 shares which may be acquired upon
exercise of stock options.
(3) Includes 1,542 shares held directly by spouse and 1,000 shares which may be
acquired upon exercise of stock options.
(4) Includes 120 shares held in trust for benefit of minor child and 1,000
shares which may be acquired upon exercise of stock options.
(5) Includes 1,000 shares which may be acquired upon exercise of stock options.
(6) Includes 3,904 shares held directly by spouse, 720 shares held by spouse in
a self-directed IRA and 834 shares which may be acquired upon exercise of
stock options.
(7) Includes 1,000 shares held in trust for benefit of minor child and 1,000
shares which may be acquired upon exercise of stock options.
Election of Directors
The By-Laws of the Corporation provide that its business and affairs shall be
managed by a Board of Directors of not less than five nor more than twenty-five
persons. The Corporation's Board, as provided in its By-Laws, is divided into
three classes: Class 1, Class 2 and Class 3, with each class being as nearly
equal in number as possible. The Directors in each class serve terms of three
years each and until their successors are elected and qualified.
The Board of Directors has fixed the number of Directors in Class 1 at two and
nominated the two persons listed below for election as Class 1 Directors. Each
nominee is presently a Director of the Corporation.
It is intended that the shares represented by the enclosed Proxy will be voted
for the election of the Class 1 nominees named below, unless such authority to
vote for one or more of the nominees is withheld. In the event that one or more
of the nominees is unable or unwilling to serve as a Director, the persons named
in the Proxy will vote for the election of such substitute nominee, if any, as
shall be named by the Board of Directors. The Board of Directors has no reason
to believe that any nominee will be unable or unwilling to serve as a Director,
as each of the nominees has expressed his willingness to serve if elected.
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<PAGE>
Certain information with respect to each nominee for Director and each
continuing Director is set forth below.
<TABLE>
<CAPTION>
Present Principal Occupation and Principal Director
Name and Age Occupation for Past Five Years Since
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<S> <C> <C>
Nominees as Class 1 Directors to Serve Until 2003
Karl D. Gerhart Present - Investor/Consultant 1999
47 Formerly - Chief Financial Officer/
Treasurer, Sovereign Bank
Frederick P. Krott Funeral Director 1990
53 Lamm & Witman Funeral Home, Inc.
Continuing Class 3 Directors Serving Until 2001
Walter J. Potteiger Present - Real Estate Investor 1993
60 Previous - President & Owner
Hilltop Express Co., Inc.
Arlan J. Werst President, Chief Executive Officer and 1984
56 Director of the Corporation and Bernville
Bank, N.A.
Stratton D. Yatron Secretary/Treasurer 1997
33 Adelphi Kitchens, Inc.
Continuing Class 2 Directors Serving Until 2002
John F. Hampson, V.M.D. Principal 1995
46 Wyomissing Animal Hospital
Deborah K. Ritter Director of Sales and Marketing 1994
48 Kohl Building Products
John J. Seitzinger Proprietor 1986
70 Haag's Hotel
</TABLE>
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<PAGE>
There are no standing committees designated by the Board of Directors of the
Corporation.
During 1999, the Audit Committee of the Board of Directors of Bernville Bank,
N.A. (the "Bank"), a wholly-owned subsidiary of the Corporation, reviewed the
procedures of the Bank's internal audit department and the scope of the external
audit by the Corporation's independent Auditors. The Committee also reviewed the
examination report of the Comptroller of the Currency and reported to the Board
of the Bank concerning the operation of the Bank in accordance with law,
regulation and sound management principles. The Committee held three meetings in
1999. The members of the Committee are Mr. Hampson, Mr. Potteiger, and Mr.
Seitzinger.
The Executive Committee of the Bank reviews and evaluates compensation for all
levels of employment of the Bank. The Committee held four meetings during 1999.
The members of the Committee are Mr. Krott, Mrs. Ritter, Mr. Hampson, and Mr.
Werst.
Nominations for election as Director of the Corporation are made by the full
Board of Directors of the Corporation which held one meeting for this purpose in
January 2000.
The Board of Directors of the Corporation held six meetings during 1999. All
incumbent Directors of the Corporation attended 75% or more of the aggregate of:
(1) the total number of meetings of the Board of Directors of the Corporation
(held during the period in which they served as a Director); and (2) the total
number of meetings held by all committees of the Board of Directors of the Bank
on which they served (during the periods that they served).
Executive Compensation
The following table sets forth all cash compensation paid by the Corporation and
the Bank for services rendered in all capacities to the Chief Executive Officer
of the Corporation and the Bank. There are no other executive officers of the
Corporation or the Bank whose salary and bonus exceeded $100,000.
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<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
-------------------------------- ------------------------ -------
Securities
Restricted Underlying
Name and Other Annual Stock Options/ LTIP All Other
Principal Position Year Salary Bonus Compensation Award(s) SARs(#) Payouts Compensation (1)
- ------------------ ---- -------- ------ ------------ ---------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arlan J. Werst 1999 $143,415 -- -- -- -- -- $4,730
President and
CEO 1998 $139,045 $9,000 -- -- 500 (2) -- $6,530
1997 $143,801 -- -- -- 1,000 (2) -- $5,214
</TABLE>
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(1) Represents (i) the Corporation's contribution to 401(k) Plan, and (ii) the
amount paid as premium pursuant to a Term Life Insurance Plan.
(2) There were no stock options granted to the Chief Executive Officer during
the year ending December 31, 1999. All options granted in 1998 and 1997 are
non-qualified stock options. None of the options granted may be exercised
during the first year after the date granted. Thereafter, each optionee may
exercise up to 33-1/3% of the options during the second year after grant,
up to 66-2/3% of the options during the third year after grant and up to
100% of the options thereafter. To the extent not already exercisable, the
options become automatically exercisable in the event of a "Change in
Control" of the Corporation as defined in the Plan. The exercise price of
all options granted is equal to the fair market value of the common stock
on the date of grant.
Option Exercises and Holdings
The following table sets forth information with respect to the Chief Executive
Officer of the Corporation concerning the exercise of options during the year
ending December 31, 1999 and unexercised options held as of the end of 1999.
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<PAGE>
Aggregated Option Exercises in Last Fiscal Year
And FY-End Option Values
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<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Option at In-the-Money Options at
FY-End (#) FY-End ($)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable (1)
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<S> <C> <C> <C> <C>
Arlan J. Werst -0- -0- 834/666 $9,174/
$7,326
</TABLE>
(1) Fair market value of common stock at year end ($11.00 per share).
Director Compensation
The Bank pays Directors $195 for each meeting attended, plus $195 for each
committee meeting attended if held on dates other than those on which the full
Board meets, plus an annual fee of $1,750. Beginning in 1997, director fees are
not paid to employee directors.
The Board of Directors of the Corporation adopted a Stock Option Plan for
Non-Employee Directors (the "Director Plan") in 1996. Under the Director Plan,
incumbent Non-Employee Directors at the time of adoption in 1996 received
non-qualified options to purchase 1,000 shares of the Corporation's common
stock. Persons who are first elected or appointed as a Director of the
Corporation or any subsidiary after adoption of the Director Plan also receive
an automatic grant of non-qualified options to purchase 1,000 shares of the
Corporation's common stock as of the date of such person's initial election or
appointment to the Board. On the fifth anniversary of the initial option grants
described above and provided the person continues to be a non-employee Director
on such anniversary, such person automatically shall be granted non-qualified
options to purchase an additional 1,000 shares of the Corporation's common
stock. The option price for all options issued under the Director Plan is equal
to the fair market value of the Corporation's common stock on the date of grant.
On June 26, 1997, the Bank adopted various deferred compensation plans (the
"Deferred Compensation Plans") for certain directors of the Bank. Under the
Deferred Compensation Plans, benefits will be payable upon retirement, death or
permanent disability of the participant.
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<PAGE>
Executive Salary Continuation Plan
On June 26, 1997, the Bank adopted a Salary Continuation Plan for certain
Executive Officers as a supplemental retirement benefit. Mr. Werst's annual
benefit under this plan is $47,000 for a duration of 15 years, totaling $705,000
in total benefits paid. To fund the benefits under this plan and the Deferred
Compensation Plans, the Bank is the owner and the beneficiary of life insurance
policies on the lives of the directors and officers. The policies had an
aggregate cash surrender value of $2,224,779, as of December 31, 1999.
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. All loans to directors or executive officers of the
Corporation or the Bank require the approval of the Board of Directors except
for the member requesting such loan who is prohibited from attending the
discussion or participating in the vote on such loan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that directors and
certain officers of the Corporation file reports of ownership and changes in
ownership with the Securities and Exchange Commission as to the shares of
Corporation common stock beneficially owned by them.
Based solely on its review of copies of such forms received by it, the
Corporation believes that during the Corporation's fiscal year ending on
December 31, 1999, all filing requirements applicable to its directors and
officers were complied with in a timely fashion.
Relations with Independent Auditors
Beard and Company, Inc., Reading, Pennsylvania, was the appointed independent
auditor for the Corporation and the Bank in 1999. It is anticipated that Beard
and Company, Inc. will be selected for the current year. During 1999, the
independent auditors, Beard and Company, Inc. performed certain non-audit
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<PAGE>
non-audit services which are in addition to its basic engagement for the
examination of the Corporation and Bank's financial statements. A representative
of Beard and Company, Inc. will be present at the Annual Meeting of Shareholders
to make a statement if he desires to do so and to respond to appropriate
questions.
Shareholders Proposals
The Corporation must receive by November 17, 2000 any shareholder proposals for
such proposals to be considered for inclusion in the Corporation's Proxy
Statement and Proxy for the 2001 Annual Meeting of Shareholders.
Other Business
The Board of Directors of the Corporation does not intend to present any
business at the Annual Meeting other than the matters hereinabove referred to,
and the Board does not know of any other matters to be presented for action at
the meeting. Discretionary authority to vote on any other matters that may come
before the meeting will be conferred by executing the enclosed form of Proxy,
unless a shareholder specifically indicates in such Proxy that such authority is
withheld. It is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters.
It is important that proxies be returned promptly. Shareholders are urged to
vote, sign, date and return the accompanying form of Proxy in the enclosed
envelope.
By Order of the Board of Directors
Linda L. Strohmenger
Secretary
March 21, 2000
The Corporation is furnishing each person solicited a copy of its 1999 Annual
Report to shareholders which includes Management's Discussion and Analysis of
Financial Operations as set forth in the Corporation's Annual Report on Form
10-KSB for the year ended December 31, 1999, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.
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<PAGE>
Appendix A
Proxy Solicited By the Board of Directors of Community Independent Bank, Inc.
The undersigned hereby appoints Quentin A. Gettel, Dolores S. Hill, and
Shirley E. Wetzel, each of them, attorneys with full power of substitution and
revocation, to attend the Annual Meeting of Shareholders of Community
Independent Bank, Inc. on April 27, 2000, and any adjournment thereof, and to
vote all shares which the undersigned would be entitled to vote if personally
present upon the following matters and upon such other business as may properly
come before said Annual Meeting or any adjournment thereof. If more than one of
said proxies or their respective substitutes shall be present and vote at said
meeting or any adjournment thereof, a majority of them so present shall have and
shall exercise all the powers granted hereby.
(1) Election of Class 1 Directors:
|_| FOR NOMINEES LISTED BELOW (except as marked to the contrary below)
|_| WITHHOLD AUTHORITY to vote for nominees listed below
Instructions: To withhold authority to vote for any individual nominee, strike a
line through his name in the list below:
Karl D. Gerhart, Frederick P. Krott
(2) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
<PAGE>
ALL PROXIES WILL BE VOTED IN ACCORDANCE
(PLEASE DATE, SIGN AND WITH THE INSTRUCTIONS NOTED HEREON. IN
RETURN THIS PROXY IN THE THE ABSENCE OF INSTRUCTIONS, THIS PROXY
ENCLOSED ADDRESSED WILL BE TREATED AS GRANTING AUTHORITY
ENVELOPE.) TO VOTE "FOR" THE ELECTION OF CLASS 1
DIRECTORS AS LISTED ON THE REVERSE SIDE.
The undersigned hereby acknowledges receipt
of the Proxy Statement dated March 21, 2000,
and hereby revokes any proxy or proxies
heretofore given to vote shares at said
meeting or any adjournments thereof.
Dated: ____________________________________
___________________________________________
___________________________________________
Sign here exactly as name(s) appear on left
