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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
GRANGE NATIONAL BANC CORP.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-5(i)(3).
[ ] 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 amount on which 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 collecting 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:
- - --------------------------------------------------------------------------------
__________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
GRANGE NATIONAL BANC CORP.
Main and Bee Streets
Laceyville, Pennsylvania 18623
Dear Shareholders:
The Annual Meeting of Shareholders of Grange National Banc Corp. will
be held at 10:00 a.m. on April 26, at the American Legion Hall, Black Walnut,
Laceyville, Pennsylvania.
The items to be voted on at this meeting are listed in the attached
proxy statement.
Enclosed is a form of proxy for your use. We urge you to vote by
signing the proxy, even though you plan to attend the meeting, and mailing it to
us in the accompanying stamped envelope. Be sure it is signed exactly as the
name or names appear on the proxy.
A copy of our Annual Report for 1994 is enclosed.
Sincerely yours,
Cyrus J. Cornell
Chairman of the Board
April 6, 1995
Enclosures
<PAGE>
GRANGE NATIONAL BANC CORP.
Main and Bee Streets
Laceyville, Pennsylvania 18623
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held April 26, 1995
-------------------------
TO OUR SHAREHOLDERS:
Notice is hereby given that the annual meeting of shareholders of
GRANGE NATIONAL BANC CORP. (the "Company") will be held on April 26, 1995 at
10:00 A.M. (prevailing time), at the American Legion Hall in Black Walnut,
Laceyville, Pennsylvania 18623, for the following purposes:
1. To elect three Class 1 Directors named herein to serve for a
three-year term as Directors of the Company, as more fully described
in the accompanying Proxy Statement;
2. To transact such other business as may properly come before this
meeting or any postponement or adjournment thereof.
The Board of Directors has fixed March 10, 1995 as the record date for
the determination of shareholders entitled to vote at the annual meeting. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the annual meeting.
If the annual meeting is adjourned for one or more periods aggregating
at least 15 days because of the absence of a quorum, those shareholders entitled
to vote who attend the reconvened annual meeting, if less than a quorum as
determined under applicable law, shall nevertheless constitute a quorum for the
purpose of acting upon any matter set forth in this Notice of Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN
PERSON, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE; NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
April 6, 1995
By Order of the Board of Directors,
Cyrus J. Cornell
Chairman of the Board
<PAGE>
GRANGE NATIONAL BANC CORP.
Main and Bee streets
Laceyville, Pennsylvania 18623
PROXY STATEMENT
The accompanying proxy is solicited by and on behalf of Grange National
Banc Corp. (the "Company") for use at the annual meeting ("Annual Meeting") of
shareholders to be held on April 26, 1995 at 10:00 A.M. (prevailing time) at the
American Legion Hall in Black Walnut, Laceyville, Pennsylvania 18623 and at any
postponement or adjournment thereof. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be sent or given to
shareholders is April 6, 1995.
Sending in a signed proxy will not affect the stockholders right to
attend the meeting and vote in person since the proxy is revocable. Any
shareholder giving a proxy has the power to revoke it by, among other methods,
giving written notice to the Secretary of the Company at any time before the
proxy is exercised.
The expense of the proxy solicitation will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited in person or by
telephone, telegraph or teletype by directors, officers or employees of the
Company and its bank subsidiary, Grange National Bank of Wyoming County, (the
"Bank") without additional compensation. Upon request by record holders of the
Company's Common Stock, par value $5.00 per share (the "Common Stock"), who are
brokers, dealers, banks or voting trustees, or their nominees, the Company is
required to pay the reasonable expenses incurred by such record holders for
mailing proxy material and annual shareholder reports to any beneficial owners
of Common Stock.
A form of proxy is enclosed. If properly executed and received in time
for voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of the
Company's Common Stock for election of all nominees for Class 1 Directors
hereinafter named.
The enclosed confers discretionary authority to vote with respect to
any and all of the following matters that may come before the meeting: (i)
matters which the Company does not know, a reasonable time before the proxy
solicitation, are to be presented at the meeting; (ii) approval of the minutes
of a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; (iv) any proposal omitted from this Proxy Statement
and form of proxy pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange
Act of 1934, as amended; and (v) matters incident to the conduct of the meeting.
In connection with such matters, the persons named in the enclosed form of proxy
will vote in accordance with their best judgment.
<PAGE>
The Company is not aware of any matters which will be brought before
the annual meeting (other than procedural matters) which are not referred to in
the enclosed notice of the annual meeting.
The Company had 345,654 shares of Common Stock outstanding at the close
of business on March 10, 1995, the record date (the "Record Date"). The
presence, in person or by proxy, of shareholders entitled to cast a majority of
the votes which all shareholders are entitled to cast on a particular matter
constitutes a quorum for the purpose of considering such matter. If the annual
meeting is adjourned because of the absence of a quorum, those shareholders
entitled to vote who attended the adjourned meeting, although constituting less
than a quorum as provided herein, shall nevertheless constitute a quorum for the
purpose of electing of directors. If the annual meeting is adjourned for one or
more periods aggregating at least 15 days because of the absence of a quorum,
those shareholders entitled to vote who attend the reconvened annual meeting, if
less than a quorum as determined under applicable law, shall nevertheless
constitute a quorum for the purpose of acting upon any matter set forth in the
Notice of Annual Meeting. Each share of Common Stock outstanding is entitled to
one vote on each matter which may be brought before the annual meeting except
for certain restrictions (hereinafter summarized).
The election of directors will be determined by a plurality vote.
Under the Pennsylvania Business Corporation Law, an abstention,
withholding of authority to vote or broker non-vote will not have the same legal
effect as an "against" vote and will not be counted in determining whether the
proposal has received the required shareholder vote.
Article 8 of the Company's Amended and Restated Articles of
Incorporation, as amended, restricts the rights of a Person (as hereafter
defined) to cast (or execute written consents with respect to) more than 10% of
the total votes which all shareholders are entitled to cast at a meeting, unless
authorized to do so by the Board of Directors and subject to such conditions as
the Board of Directors may impose. The term "Person" includes not only
individuals and entities, but also groups of individuals and entities who act
together for the purpose of acquiring, holding, disposing of or voting Common
Stock.
The casting of votes by a Person as a proxy holder for other
shareholders is not counted in computing the 10% limitation to the extent that
the proxies so voted were revocable and were secured from other shareholders who
are not members of a group which included such Person. Giving a revocable proxy
to a Person does not in itself cause the shareholder giving the proxy to be a
member of a group which includes such Person. Article 8 provides that the
determination by the Board of Directors of the existence or membership of a
group, and of a number of votes any Person or each member of a group is entitled
to cast, is final and conclusive absent clear and convincing evidence of bad
faith.
In the event of a violation of Article 8 and in addition to other
remedies afforded the Company, the judges of election cannot count votes cast in
violation of Article 8 and the
2
<PAGE>
Company or its nominees have an option to acquire from the violator shares of
Common Stock in excess of the 10% limit at prices which would in certain
situations be lower than the current market price of such shares.
The foregoing is a brief summary of Article 8 and is qualified and
amplified in all respects by the exact provisions of the Amended and Restated
Articles of Incorporation, as amended, a copy of which can be obtained in the
same manner as the Company's Annual Report on Form 10-KSB for 1994. See "ANNUAL
REPORT TO SHAREHOLDERS AND FORM 10-KSB".
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 10, 1995, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
be the beneficial owner of 5% or more of the Company's outstanding Common Stock,
by each director and nominee for director of the Company, by each executive
officer named in the Summary Compensation Table, and by the directors, nominees
for directors and executive officers of the Company as a group. Unless otherwise
specified, all persons listed below have sole voting and investment power with
respect to their shares.
<TABLE>
<CAPTION>
Amount of Common
Name of Individual or Stock Beneficially Percent of
Identity of Group Owned (a) Class (a)
- - ------------------------ --------------------- ----------
<S> <C> <C>
Brian R. Ace 2,520 (b) *
Thomas C. Burns 7,587 (b) 2.19%
Cyrus J. Cornell 9,217 (b)(c) 2.66%
Thomas A. McCullough 5,571 (d) 1.61%
W. Kenneth Price 6,234 (b)(e) 1.80%
John W. Purtell 18,281 (b) 5.27%
Box 70
LeRaysville, PA 18829
Sally A. Steele 2,639 (b) *
R. Levi Tyler 6,467 (b) 1.87%
Robert C. Wheeler 3,020 (b) *
Directors, Nominees, and
Executive Officers as a Group
(10 persons) 61,536 17.33%
* Less than 1%.
</TABLE>
- - ----------
3
<PAGE>
(a) The securities "beneficially owned" by an individual are determined as of
the Record Date in accordance with the definition of "beneficial ownership"
set forth in the regulations of the Securities and Exchange Commission.
Accordingly, they may include securities owned by or for, among others, the
spouse 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 the Record Date. Beneficial ownership
may be disclaimed as to certain of the securities.
(b) Includes 1,000 shares which may be acquired within sixty days upon the
exercise of options granted under the Company's Non-employee Director Stock
Option Plan.
(c) Includes 879 shares owned individually by Mr. Cornell's spouse.
(d) Includes 1,244 shares held by Mr. McCullough as a custodian for his
children, 600 shares held in street name and 1,333 shares which may be
acquired within 60 days upon the exercise of options granted under the
Company's Employee Stock Option Plan.
(e) Includes 248 shares held by Mr. Price as custodian for his children and 66
shares in the estate of Mr. Price's father, of which the voting power is
shared.
ELECTION OF DIRECTORS
As permitted under Pennsylvania law, the Articles of Incorporation of
the Company provide for staggering the terms of office of the Company's
directors by dividing the Board of Directors into three classes, with members of
each class serving three-year terms. The Company's Articles of Incorporation
further provide that the Board of Directors shall consist of not fewer than five
nor more than 25 directors, with the exact number fixed by the Board of
Directors. The Board of Directors currently consists of 9 members.
At the Annual Meeting, the shareholders will elect three Class 1
directors to serve for a term of three years and until their successors are
elected and qualified.
The Board of Directors has designated the persons listed below to be
nominees for election as Class 1 Directors. The nominees are being nominated to
serve until the end of their terms and until their successors are elected and
qualified. The Company has no reason to believe that any of the nominees will be
unavailable for election; however, should any nominee become unavailable for any
reason, the Board of Directors may designate a substitute nominee. The proxy
agents intend (unless authority has been withheld) to vote for the election of
the Company's nominees.
A vote in favor of the three Class 1 directors nominated by the Board
of Directors will also be deemed to be a vote in favor of having three Class 1
directors.
4
<PAGE>
The bylaws of the Company require that nominations for Directors to be
elected at an annual meeting of shareholders, except those made by management of
the Company, must be submitted to the Secretary of the Company in writing not
later than the close of business on the 20th day immediately preceding the date
of the meeting. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) name and address of each proposed
nominee; (b) the principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Company that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of the Company owned
by the notifying shareholder. Nominations not made in accordance herewith may,
in such officer's discretion, be disregarded by the presiding officer of the
meeting, and upon the presiding officer's instruction, the vote talliers may
disregard all votes cast for each nominee. In the event the same person is
nominated by more than one shareholder, the nomination shall be honored, and all
shares of capital stock of the Company shall be counted if at least one
nomination for that person complies with this provision.
The Company's Bylaws provide that every Director must be a shareholder
of the Company and must own in the Director's right the number of shares (if
any) required by law in order to qualify as such Director.
Information as to Directors and Nominees
The following table contains information with respect to the nominees
for Class 1 Directors.
<TABLE>
<CAPTION>
Year First Elected
or Appointed
Principal Occupation Director of the
Name/Age as of Record Date during last 5 years Company or Bank
- - -------------------------- -------------------- ---------------
<S> <C> <C>
W. Kenneth Price, Age 55 Co-owner of Ken Mar Home 1992
Furnishings
R. Levi Tyler, Age 62 Dairy Farmer 1979
Sally A. Steele, Age 38 Attorney 1991
</TABLE>
5
<PAGE>
Continuing Directors
The following table contains certain information with respect to the
Class 2 Directors whose terms of office expire in 1996.
<TABLE>
<CAPTION>
Year First Elected
or Appointed
Principal Occupation Director of the
Name/Age as of Record Date during last 5 years Company or Bank
- - -------------------------- -------------------- ---------------
<S> <C> <C>
Thomas C. Burns, Age 60 Retired; Dentist 1972
John W. Purtell, Age 65 President, S.F. Williams Inc., 1969
automobile dealership and
grocery store
Brian R. Ace, Age 40 Owner of Laceyville Hardware Store 1992
</TABLE>
The following table contains certain information with respect to the
Class 3 Directors whose terms of office expire in 1997.
<TABLE>
<CAPTION>
Year First Elected
or Appointed
Principal Occupation Director of the
Name/Age as of Record Date during last 5 years Company or Bank
- - -------------------------- -------------------- ---------------
<S> <C> <C>
Cyrus J. Cornell, Age 80 Retired; President and owner of 1956
Cornell Mfg., Inc. until 1991
Robert C. Wheeler, Age 66 Retired; Chief Executive Officer of the 1988
Bank and the Company until 1990
Thomas A. McCullough, Age 48 President and Chief Executive Officer 1990
of the Bank and the Company since 1991;
previously, Excutive Vice President of
the Bank and the Company
</TABLE>
Board of Directors, Committees and Attendance at Meetings
During 1995, the Board of Directors of the Bank held 26 meetings. There
are no separate Board of Directors meetings held specifically for the Company.
Any matters concerning the Company are discussed at joint meetings of the Boards
of Directors of the Bank and the Company. All Directors attended more than 75%
of the meetings of the Board of Directors and all Committee members attended
more than 75% of their meetings.
6
<PAGE>
The Board has an Audit Committee consisting of Thomas C. Burns, W.
Kenneth Price, and Robert C. Wheeler, which was formed in January 1994. Prior to
the formation of the Audit Committee, its function was performed by the Board of
Directors as a whole. The purpose of the Audit Committee is to review all
recommendations made by the Company's independent public accountants with
respect to the accounting methods used and the system of internal controls
followed by the Company and to advise the Board of Directors with respect
thereto. The Audit Committee met once during 1994.
The Company has a Compensation Committee consisting of Sally A. Steele,
Thomas C. Burns, and Thomas A. McCullough. The Compensation Committee makes
recommendations to the Board with respect to the compensation of the officers
and key employees, with the exception of Mr. McCullough whose compensation is
determined by the Board of Directors as a whole. The Compensation Committee met
two times during 1994.
The Company does not have a Nominating Committee
Board of Directors' Fees
Members of the Board of Directors, except Mr. McCullough, were
compensated at the rate of $200 per meeting attended in 1994 and will be paid
$225 per meeting attended in 1995. Mr. McCullough does not receive separate
additional compensation for attending board meetings.
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
the Bank during the fiscal years ended December 31, 1994 and 1993 to the Chief
Executive Officer of the Company and to all executive officers of the Company
and the Bank whose salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
-----------------------
Annual Compensation Awards
------------------------------------ -----------------------
Securities
Other Restricted Underlying
Annual Stock Options/ All Other
Name and Principal Position Year Salary Bonus Compensation Awards SARs(#) Compensation
- - ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. McCullough, 1994 $69,300 $16,573 (1) -- -- 4,000 $8,558 (3)
President and CEO 1993 $63,000 $12,137 (2) -- -- -- $8,558 (3)
of the Company and
Bank
</TABLE>
- - --------------------
(1) Represents bonus earned for 1994.
(2) Represents bonus earned for 1993.
7
<PAGE>
(3) Includes $6,420 contributed to Mr McCullough's account under the
Simplified Employee Pension, which is a benefit available to all
qualified employees of the Bank as described below. Also includes
$2,741 which represents the sum of (a) the portion of the premiums paid
during 1994 by the Bank on the split-dollar life insurance policy on
Mr. McCullough's life described below which represents term life
insurance plus (b) the projected benefit to Mr. McCullough at age 65 of
such life insurance premiums paid during 1994. Mr. McCullough will not
receive the full projected benefit unless he remains employed by the
Bank at age 65 and the projections of the cash value of such policy
made by the life insurance company are realized.
Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
- - ------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/Sh) Date
- - ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas A. McCullough (CEO).... 4,000 33% $24.00 4/1/2004
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fy-End Option/SAR Values
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options/SARs Options/SARs
Shares at FY-End(#) at FY-End($)
Acquired on Value ---------------------------------------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- - -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas A. McCullough (CEO).... 0 0 0/ $0/
4,000 $9,000
</TABLE>
Retirement Plan
In 1983 the Bank established a Simplified Employee Pension which
provides for the establishment of an Individual Retirement Account for any
individual who is at least twenty-one (21) years of age and who has been
employed by the Bank for at least three of the preceding five years. Under the
plan, the Board of Directors may make discretionary contributions to the plan
each year which are allocated to the individual retirement account of each
eligible employee based on the ratio of his or her yearly compensation to total
compensation of all eligible employees for the year. This contribution is fully
vested with the employee. The Bank's total contribution to the plan for 1994 was
$34,193.28 or 8% of the total compensation of all eligible employees.
8
<PAGE>
The Bank has provided for an additional retirement benefit for Mr.
McCullough through a split-dollar life insurance policy. The Bank pays the
annual premium until Mr. McCullough's normal retirement. Upon termination or
payment of a claim, premiums paid by the Bank will be refunded, and Mr.
McCullough will receive the excess cash value. His family will receive the death
benefit, less premiums paid, should his death occur prior to normal retirement.
In the event Mr. McCullough's relationship with the Bank terminates within two
years after a change in control of the Bank, Mr. McCullough will receive under a
separate Deferred Compensation Agreement, within thirty days of a change in
control, a sum equal to $5,000 for each premium year, commencing with the
beginning December 1990. No benefit is provided if the termination occurs prior
to a change in control.
Other 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, executive 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.
Certain Filings
As required by the Securities and Exchange Commission rules under
Section 16 of the Securities and Exchange Act of 1934, the Company notes that
during 1994 directors filed untimely reports on transactions as follows: Brian
R. Ace, one report regarding four transactions; Thomas C. Burns, one report
regarding three transactions; Thomas A. McCullough, one report regarding one
transaction; W. Kenneth Price, one report regarding six transactions; John W.
Purtell, one report regarding four transactions; Sally A. Steele, one report
regarding four transactions; R. Levi Tyler, one report regarding four
transactions; Robert C. Wheeler, one report regarding three transactions.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Daniel Kenia, P.C. acted as the Company's
independent accountant for the fiscal year ended December 31, 1994 and has been
selected to act as the Company's independent accountant for the fiscal year
ended December 31, 1995. A representative of Daniel Kenia, P.C. is expected to
be present at the annual meeting of shareholders and to have the opportunity to
make a statement, if he desires to do so, and is expected to be available to
respond to appropriate questions.
9
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals regarding the 1996 Annual Meeting must be
submitted to the Company by November 10, 1995.
ANNUAL REPORT
This Proxy Statement is accompanied by the Annual Report to
Shareholders of the Company for the year ended December 31, 1994
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITHOUT CHARGE,
EXCEPT FOR EXHIBITS TO THE REPORT, BY SENDING A WRITTEN REQUEST THEREFOR TO:
Sally A. Steele, Secretary
Grange National Banc Corp.
Main and Bee Streets
P.O. Box 56
Laceyville, Pennsylvania 18623
By Order of the Board of Directors
Sally A. Steele, Secretary
10
