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
YORK FINANCIAL CORP.
(Name of Registrant as Specified in Its Charter)
YORK FINANCIAL CORP.
(Name of Person(s) Filing Proxy Statement)
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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(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:
N/A
_______________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
N/A
_______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
_______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
N/A
_______________________________________________________________________________
[ ] 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:
N/A
_______________________________________________________________________________
(2) Form, schedule or registration statement no.:
N/A
_______________________________________________________________________________
(3) Filing party:
N/A
_______________________________________________________________________________
(4) Date filed:
N/A
_______________________________________________________________________________
<PAGE>
YORK FINANCIAL CORP.
YORK, PENNSYLVANIA
PRELIMINARY PROXY MATERIALS
1995 ANNUAL MEETING OF STOCKHOLDERS
September 25, 1995
Dear Stockholders:
We invite you to attend the Annual Meeting of the Stockholders of York
Financial Corp. to be held at the Holiday Inn, U.S. Route 30 and Route
74, York, Pennsylvania on Wednesday, October 25, 1995 at 3:00 p.m.
The attached Notice of Stockholder's Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company including
its principal subsidiary, York Federal Savings and Loan Association.
Directors and Officers of the Company as well as a representative of the
independent auditors of the Company, Ernst & Young LLP, will be present to
respond to any questions the stockholders may have.
Your vote is important, regardless of the number of shares you own.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card as soon as possible, even if you currently plan
to attend the annual meeting. This will not prevent you from voting in
person, but will assure that your vote is counted if you are unable to
attend the meeting.
Sincerely,
Robert W. Pullo
-----------------
Robert W. Pullo
President and Chief
Executive Officer
<PAGE>
YORK FINANCIAL CORP.
101 S. George Street
P.O. Box 15068
York, Pennsylvania 17405
(717) 846-8777
_______________________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 25, 1995
_______________________________________________________________________________
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders (the "Meeting")
of York Financial Corp. (the "Company") will be conducted at the Holiday Inn,
U.S. Route 30 and Route 74, York, Pennsylvania on Wednesday, October 25, 1995
at 3:00 p.m.
A proxy card and a proxy statement for the Meeting are enclosed herewith.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Company;
2. The approval of the 1995 York Financial Corp. Nonqualified Stock
Option Plan for Directors; and
3. Such other matters as may properly come before the Meeting or any
adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on September 1, 1995 are the stockholders entitled to vote at the
Meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Angelo
-----------------
ROBERT A. ANGELO
SECRETARY
York, Pennsylvania
September 25, 1995
_______________________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
_______________________________________________________________________________
<PAGE>
PROXY STATEMENT
OF
YORK FINANCIAL CORP.
101 S. GEORGE STREET
P.O. BOX 15068
YORK, PENNSYLVANIA 17405
(717) 846-8777
_______________________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 25, 1995
_______________________________________________________________________________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of York Financial Corp. (the "Company") to
be used at the Annual Meeting of Stockholders of the Company (the "Meeting"),
which will be held at the Holiday Inn, U.S. Route 30 and Route 74, York,
Pennsylvania, on Wednesday, October 25, 1995, at 3:00 p.m. The accompanying
notice of meeting and this Proxy Statement are being first mailed to
stockholders on or about September 25, 1995. York Federal Savings and Loan
Association, a wholly-owned subsidiary of the Company, is referred to herein
as "York Federal" or the "Association."
_______________________________________________________________________________
Revocation of Proxies
_______________________________________________________________________________
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company or the filing of a later proxy prior to
a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where no instructions are indicated,
proxies will be voted for the proposal set forth in this proxy statement for
consideration at the Meeting.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding will be necessary to constitute
a quorum at the Meeting.
_______________________________________________________________________________
Voting Securities and Principal Holders Thereof
_______________________________________________________________________________
Stockholders of record as of the close of business on September 1, 1995,
are entitled to one vote for each share then held. Stockholders are not
permitted to cumulate their votes for the election of directors. As of
September 1, 1995, the Company had 5,444,525 shares of Common Stock issued and
outstanding.
Persons and groups owning in excess of 5% of the Company's Common Stock
are required to file certain reports disclosing such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). Based upon such
reports and information, the following table sets forth, as of September 1,
1995, certain information as to those persons who were beneficial owners of
more than 5% of the outstanding shares of Common Stock. Management knows of
no persons other than those set forth below who owned more than 5% of the
outstanding shares of Common Stock at September 1, 1995. The table also sets
forth information as to the shares of Common Stock beneficially owned by the
Chief Executive Officer of the Company, by the Company's or the Association's
four other most highly compensated individuals ("named executive officers")
and by all executive officers and directors of the Company as a group.
<PAGE>
Amount and Nature Percent of Shares
Name and Address of Beneficial of Common Stock
of Beneficial Owner Ownership (1) Outstanding (7)
- ------------------- ----------------- -----------------
Robert W. Pullo 337,415 (2) 5.56%
101 South George Street
York, Pennsylvania 17405
Marvin & Palmer Associates 323,682 5.33
One Commerce Center
Suite 500
Wilmington, Delaware 19801
Named Executive Officers:
Robert W. Pullo 337,415 (2) 5.56
Charles F. Merrill 37,835 (3) 0.62
Robert A. Angelo, Esq. 168,153 (4) 2.77
Robert C. Herzberger 41,448 (5) 0.68
James H. Moss, CPA 93,048 (6) 1.53
All Executive Officers
and Directors as a
Group (19 Persons) 1,305,123 (7) 21.49%
- ------------------------
(1) Unless otherwise indicated, all shares are owned directly by the named
individuals or by the individuals indirectly through a trust, corporation
or association, or by the individuals or their spouses as custodians or
trustees for the shares of minor children. The named individuals
effectively exercise voting and investment power over such shares.
(2) Includes 165,475 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date. Excludes 3,264 shares owned by the spouse of Mr. Pullo for
which he disclaims any voting or investment power.
(3) Mr. Merrill retired effective January 20, 1995. Excludes 395 shares
owned by the spouse of Mr. Merrill for which he disclaims any voting or
investment power.
(4) Includes 105,873 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date. Excludes 4,634 shares owned by the spouse of Mr. Angelo for
which he disclaims any voting or investment power.
(5) Includes 39,589 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date.
(6) Includes 76,275 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date.
(7) Includes 628,181 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date.
<PAGE>
_______________________________________________________________________________
Proposal I -- Election of Directors
_______________________________________________________________________________
The Company's Articles of Incorporation provide that directors are to be
elected for terms of three years, approximately one-third of whom are elected
annually. Three directors will be elected at the Meeting to serve for a
three-year period or until their respective successors have been elected and
qualified. The Nominating Committee of the Board of Directors has nominated
for election as directors Cynthia A. Dotzel, Paul D. Mills and Byron M. Ream,
each of whom are currently members of the Board.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why any
nominee might be unable to serve.
The following table sets forth each nominee and director's name, age, the
year he or she first became a director, the year in which his or her current
term will expire and the number of shares and percentage of the Company's
Common Stock beneficially owned. Each director is also a member of the Board
of Directors of York Federal.
Shares of
Common Stock
Year Beneficially
First Term Owned at Percent
Elected to September 1, of
Name Age(1) Director(2) Expire 1995(3) Class
---- ------- ----------- ------ ------------- -------
BOARD NOMINEES
Cynthia A. Dotzel 41 1984 1998* 42,001 (4) 0.69%
Paul D. Mills 65 1970 1998* 107,001 (5) 1.76
Byron M. Ream 51 1984 1998* 40,326 0.66
DIRECTORS CONTINUING IN OFFICE
Robert W. Erdos 64 1971 1996 85,453 (6) 1.41
Randall A. Gross 51 1984 1996 48,553 (7) 0.80
Robert W. Pullo 55 1981 1996 337,415 (8) 5.56
Carolyn E. Steinhauser 56 1984 1997 38,833 (9) 0.64
Thomas W. Wolf 46 1984 1997 155,581 (10) 2.56
Robert L. Simpson 48 1994 1997 4,113 0.07
- -----------------
(*) Assuming they are re-elected at the Meeting.
(1) As of September 1, 1995.
(2) Includes prior service on the Board of Directors of York Federal.
<PAGE>
(3) In accordance with Rule 13d-3 under the 1934 Act, a person is deemed to be
the beneficial owner, for purposes of this table, of any shares of the
Company's Common Stock if he or she has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from September 1, 1995. Except as
otherwise noted below, the table includes shares owned by spouses, other
immediate family members in trust and other forms of ownership, over which
the persons named in the table possess shared voting and investment power.
This table also includes shares of Common Stock subject to outstanding
options which will be exercisable within 60 days from September 1, 1995.
(4) Excludes 2,491 shares owned by the spouse of Ms. Dotzel, for which she
disclaims any voting or investment power. Excludes 7,453 shares Ms.
Dotzel holds as custodian for minor children under the Uniform Gifts to
Minors Act.
(5) Excludes 10,741 shares owned by the spouse of Mr. Mills, for which he
disclaims any voting or investment power.
(6) Excludes 7,756 shares owned by the spouse of Mr. Erdos, for which he
disclaims any voting or investment power.
(7) Excludes 339 shares owned by the spouse of Mr. Gross, for which he
disclaims any voting or investment power.
(8) Excludes 3,264 shares owned by the spouse of Mr. Pullo, for which he
disclaims any voting or investment power. Excludes 228,215 shares owned
by the York Federal Savings and Loan Association Employee Stock Ownership
Plan of which Mr. Pullo is the trustee.
(9) Excludes 5,666 shares held by trusts for Ms. Steinhauser's children, of
which Ms. Steinhauser is a trustee.
(10)Excludes 1,908 shares owned by the spouse of Mr. Wolf, for which he
disclaims any voting or investment power. Excludes 105,983 shares owned
by affiliated companies of Mr. Wolf of which he is an officer, director
and principal shareholder. Excludes 1,893 shares Mr. Wolf holds as
custodian for minor children under the Uniform Gifts to Minors Act.
The principal occupation of each director of the Company for the last five
years is set forth below.
BOARD NOMINEES
Cynthia A. Dotzel of York, Pennsylvania, is a Certified Public Accountant,
practicing with Dotzel & Company, Inc., Certified Public Accountants. She
earned a Bachelor of Science degree in Accounting from York College after
completing undergraduate work at York College and Bloomsburg University.
Ms. Dotzel is a member of the Cyber Center Management Group. She is a
member of the Finance Committee at St. Patricks Church in York. She served
on the Board of Directors of Atkins House from 1984 to 1992.
Paul D. Mills of Hellam, Pennsylvania, is the owner of Willow Tree Farms,
a thoroughbred horse breeding farm and training center. He is a member of
the North York Lions Club. Mr. Mills is a member of the State Horse Racing
Commission and the Association of Racing Commissioners International Board
of Directors. Mr. Mills is a past President of the Pennsylvania Horse
Breeders Association. He is a member of the White Rose Lodge 706, York
County Shrine Club, and V.F.W. Post 6241.
Byron M. Ream of York, Pennsylvania, is Director of Property Management
for Bennett Williams, Inc., York, and a Realtor. Mr. Ream attended Wesleyan
University and Pennsylvania State University, York Campus. He is a member of
the Greater Harrisburg Association of Realtors, the Pennsylvania Association
of Realtors, and the National Association of Realtors, the Building Committee
of the United Way of York County, the Program Committee of the Strand Capital
<PAGE>
Performing Arts Center and the Administrative Council and a trustee of Asbury
United Methodist Church.
DIRECTORS CONTINUING IN OFFICE
Robert W. Erdos of York, Pennsylvania, is the owner of Stomp Off Records,
a company which produces recordings of jazz and ragtime. He earned a Bachelor
of Arts degree from the University of Pennsylvania and an LLB from Yale Law
School. From 1957 to 1981 he was Executive Vice President of Danskin Inc.,
which is a manufacturer of dancewear and sportswear. He is a Past President
of the United Way and a Past President of the Manufacturers Association of
York County. Mr. Erdos served as a member of the Board of Directors of the
York Hospital from 1977 to 1989.
Randall A. Gross of York, Pennsylvania, is President of RG Industries, the
holding company of Die-A-Matic, Inc., Mid Atlantic Instrumentation, Inc. and
Y/P Products, Inc. He earned his BBA and MBA from the University of
Cincinnati. Mr. Gross was formerly Chairman of the York Area Chamber of
Commerce and also Chairman of its Reaccreditation Committee. He also served
with the Chamber of Commerce as Chairman of the Local Government Committee,
Vice President of Community Affairs, member of the Executive Committee, Budget
and Finance Committee, and Board of Directors. Mr. Gross is a member of the
Board of Trustees of York College, and Board of Directors of York Graphic
Services and Valin Corporation. He is Past Chairman of the Keystone Chapter
of the Young Presidents' Organization where he had previously served as
Education Chairman. Mr. Gross is licensed by the State of Georgia as a
Certified Public Accountant.
Robert W. Pullo of York, Pennsylvania, is President and Chief Executive
Officer of York Financial Corp. and a member of the Board of Directors. He is
also Chairman of the Board of Directors and Chief Executive Officer of York
Federal Savings and Loan Association, as well as Chairman of the Board of
Directors of subsidiary companies First Capital Brokerage Services, Inc.,
Lenders Support Group, Inc., and Y-F Service Corp., Inc. In addition, he is a
member of the Board of Directors of affiliated company Mason Dixon Mortgage
Corp. He serves on the Advisory Board of Meridian Venture Capital Partnership
and is Chairman of the Board of Lucas Metals, Inc. He is a Past Chairman of
the York Area Chamber of Commerce and currently serves on the Minority
Business Advisory Committee. He is a founder and member of the Board of
Directors of the Minority Business Finance Corporation and had served as the
original Chairman of the Board. He is the founding and current Chairman of
the Board of the White Rose Foundation and serves on the Board of Trustees of
the York YMCA and the York YWCA. Mr. Pullo is a member of the Penn State York
Advisory Board and is the First Vice President. He was the charter Chairman
of the United Way Housing Initiatives and is a past Chairman of the United Way
Annual Fund Raising Campaign. He is a member of the Board of Directors of the
Strand Capitol Performing Arts Center and is a member of the founding Board of
the Health Education Center of Central Pennsylvania. Mr. Pullo is also a
member of the Board of Directors of the Community Bankers Association of
Pennsylvania. He serves on the Board of Directors and Executive Committees of
Memorial Hospital of York and the parent company Memorial Health Systems
Corporation.
Carolyn E. Steinhauser of York, Pennsylvania, is the Executive Director of
Administration of York Foundation. Ms. Steinhauser, a graduate of Middlebury
College, is a member of the board of Commonwealth Community Foundations (PA),
a Trustee of York College of Pennsylvania and a former President and Executive
Director of the York YWCA. She is managing partner of Goodling Realty, a real
estate management group.
Thomas W. Wolf of Mount Wolf, Pennsylvania, is President of The Wolf
Organization, Inc. where he has been affiliated since 1979. Mr. Wolf earned
a Bachelor of Arts degree from Dartmouth College, a Master of Philosophy from
the University of London, and a Ph.D. from the Massachusetts Institute of
Technology. Mr. Wolf is past Chairman of the Board of the York Area Chamber
of Commerce, Past Chairman of the Board of the United Way of York County,
Chairman of the Board of WITF Public Broadcasting Station and a Trustee of York
College of Pennsylvania. Mr. Wolf served in the U.S. Peace Corps in India.
<PAGE>
Robert L. Simpson of York, Pennsylvania, is Executive Director of the
Crispus Attucks Association, a multi-purpose community center, a position he
has held since 1979. Mr. Simpson serves on the Board of Directors and the
Medical Affairs and Community Health Care Committees of the York Hospital, is
a Trustee of York College of Pennsylvania and is a new member of the Board of
Directors of WITF Public Broadcasting Station. Mr. Simpson also serves on the
Board of Directors of the York Health Bureau, the White Rose Foundation, and
the Martin Memorial Library. A member of the Rotary Club of York, he serves on
the Rotary and York City School District Drop-Out Prevention Program Committee,
and serves on the Atkins House Advisory Committee. He has also served on the
boards of the County Drug Task Force, York 2000 Committee, the YMCA, York Area
Chamber of Commerce, and the Junior League.
_______________________________________________________________________________
Meetings and Committees of the Board of Directors
_______________________________________________________________________________
The Board of Directors of the Company conducts monthly meetings to review
the progress of the Company and establish its strategic goals and policies.
Additional meetings are held as dictated by the current operations of the
Company. The Board of Directors of the Company met 13 times during the fiscal
year. All directors attended at least 75% of the Board meetings.
The Board of Directors of the Company has various standing committees
including an Audit Committee, Compensation Committee, Nominating Committee and
Executive Committee. All committee members attended at least 75% of the
respective committee meetings, except for Mr. Simpson who missed the
Nominating Committee meeting due to previous business commitments.
The Audit Committee establishes the scope of internal and external audits,
reviews and evaluates the results of such audits and directs the implementation
of internal controls where necessary. The Audit Committee is comprised of
Directors Dotzel (Chair), Erdos, Ream, Gross and Wolf. The Audit Committee met
five times during the fiscal year.
The Compensation Committee administers the remuneration and incentive
programs for executives and senior management and makes recommendations to the
Board of Directors regarding salaries, bonuses, stock options, and other
incentive plans. The Committee also reviews the schedule of compensation,
stock options, and other incentive plans for members of the Board and its
committees. The Compensation Committee is composed of Directors Mills (Chair),
Erdos, Wolf, Gross and Steinhauser. The Compensation Committee met four times
during the fiscal year.
The Nominating Committee meets to recommend to the Board of Directors of
the Company nominees for election as directors and committee members. The
Nominating Committee will consider nominees recommended by stockholders.
Article XI of the Company's Articles of Incorporation sets forth procedures for
stockholders to make nominations and proposals. Article XI provides that:
"Nominations for the election of directors and proposals for any new business
to be taken up at any annual or special meeting of stockholders may be made by
the board of directors of the Corporation or by any stockholder of the
Corporation entitled to vote generally in the election of directors. In order
for a stockholder of the Corporation to make any such nominations and/or
proposals, he or she shall give notice thereof in writing, delivered or mailed
by first class United States mail, postage paid, to the Secretary of the
Corporation not less than 30 days nor more than 60 days prior to any such
meeting. Each such notice given by a stockholder with respect to nominations
for the election of directors shall set forth (i) the name, age, business
<PAGE>
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee,
and (iii) the number of shares of stock of the Corporation which are
beneficially owned by each such nominee." The Nominating Committee is
comprised of Directors Wolf (Chair), Erdos, Gross, Mills, Ream, Steinhauser
and Simpson. The Nominating Committee met one time during the fiscal year.
York Federal Savings and Loan Association, Y-F Service Corp., and New
Service Corp., subsidiaries of the Company, are governed by their own board of
directors, the members of which are selected from the Board of Directors of
the Company. The Board of Directors of York Federal also maintains an
Executive Committee, Pension Committee and Building Committee.
_______________________________________________________________________________
Directors' Compensation
_______________________________________________________________________________
For service in 1995 as a member of the Board of Directors of the Company,
each Director received a fee of $500 for each meeting attended. For services
as a member of the Audit Committee, the chair received a retainer of $4,000
and each committee member received a retainer of $1,000. For services as a
member of the Compensation Committee and Nominating Committee, the respective
committee chair received a retainer of $2,000 and each committee member
received a retainer of $1,000. A fee of $400 was received by Audit Committee
members for each meeting attended. A fee of $200 was received by Compensation
Committee members and Nominating Committee members for each meeting attended.
For service in 1995 as a member of the Board of Directors of the
Association, each director received a retainer of $10,000 and a fee of $500
for each meeting attended. For service as a member of the Executive Committee
of the Association, each member received a retainer of $4,500 and a fee of
$400 for each meeting attended. For services as a member of the Pension
Committee and Building Committee of the Association, the respective committee
chair received a retainer of $2,000 and each committee member received a
retainer of $1,000. A fee of $200 was received by Pension Committee members
and Building Committee members for each meeting attended.
For service in 1995, directors of the Company who also served as members
of the Board of Directors of subsidiaries of the Company, Y-F Service Corp.
and New Service Corp., received a fee of $200 for each meeting attended and a
retainer fee of $2,000.
Directors of the Company are participants in the 1984 Non-Incentive Stock
Option Plan and the 1992 Non-Incentive Stock Option Plan for Directors. The
Plans were designed to attract and retain the best available personnel as
directors of the Company and to provide additional incentive for directors to
promote the success of the business. The 1984 Plan expired in March 1994.
The 1992 Plan is a formula plan providing for the automatic grant of 3,025
options each year (to the extent options are available) for a period of three
years at the closing price of the Company's stock on the last business day
prior to October 1 of each year. A total of 26,621 options were granted to
Directors of the Company during the fiscal year pursuant to the 1992 Plan.
In 1979, York Federal established a directors' deferred compensation plan
whereby the Association agreed to pay retired or disabled directors with 10 or
more years of service a joint and several annuity based on compensation
received by a participating director during the last 36 months of service to
the Association. Benefits under the Plan normally begin at age 70 and are paid
monthly for a period of 10 years or until death of the director and spouse,
whichever first occurs. The Plan is unfunded.
<PAGE>
_______________________________________________________________________________
Executive Compensation
_______________________________________________________________________________
Summary Compensation Table. The following information is furnished for the
five most highly compensated executive officers of the Company or the
Association who received salaries and bonuses in excess of $100,000 during the
year ended June 30, 1995.
<TABLE>
SUMMARY COMPENSATION TABLE*
<CAPTION>
Annual Compensation Long-Term
---------------------------------- Compensation
Awards
(1) ------------
Name and Other (2)
Principal Salary Bonus Annual Options All Other
Position Year ($) ($) Compensation (#) Compensation
- ---------------------------- ---- -------- ------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Pullo, President 1995 $315,493 $44,378 -- 17,957 $47,074
and Chief Executive Officer 1994 307,337 40,176 -- 5,778 42,152
1993 273,914 63,793 -- 3,025 57,608
Charles F. Merrill, President 1995 $164,350 $17,096 -- -- --
and Chief Operating Officer 1994 226,537 28,472 -- -- $3,948
York Federal through 1/20/95(3) 1993 205,344 37,824 -- -- 4,429
Robert A. Angelo, Executive 1995 $153,401 $22,747 -- 30,000 $9,727
Vice President, Secretary and 1994 138,563 33,056 -- 2,755 6,505
General Counsel; President 1993 123,950 38,413 -- -- 6,791
and Chief Operating Officer of
York Federal
Robert C. Herzberger, Senior 1995 $111,038 $16,383 -- 10,000 $7,008
Vice President; Executive Vice 1994 88,987 54,257 -- 2,753 3,786
President of York Federal 1993 79,279 50,306 -- -- 3,790
James H. Moss, 1995 $113,201 $16,838 -- 10,000 $7,464
Senior Vice President, Chief 1994 103,878 19,987 -- 2,753 4,022
Financial Officer/Treasurer; 1993 91,412 25,513 -- -- 4,198
Executive Vice President of
York Federal
- -------------------------------------------------------------------------------
* All compensation is paid by the Association but allocated between the
Company and the Association based on approximate time spent by the named
executive on Company business.
- -------------------------------------------------------------------------------
(1) Amounts not reportable as they do not exceed the lesser of $50,000 or 10%
of salary and bonus.
(2) Includes contributions of $6,370, $0, $6,370, $5,750 and $5,608,
respectively, for Messrs. Pullo, Merrill, Angelo, Herzberger and Moss to
the Company's Employee Stock Ownership Plan. Includes contributions of
$9,504, $0, $3,357, $1,258, and $1,856, respectively, for Messrs. Pullo,
Merrill, Angelo, Herzberger and Moss for life insurance premiums.
Includes $31,200 in directors' fees paid to Mr. Pullo.
(3) Mr. Merrill retired effective January 20, 1995.
<PAGE>
Option Grants Table. The following table sets forth all grants of options
to the Company's Chief Executive Officer and named executive officers for the
fiscal year ended June 30, 1995.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1)
% of Total
Options Potential Realizable Value at
Granted to Assumed Annual Rates of Stock
Options Employees Exercise Price Appreciation for Option
Granted in Price Expiration Term(2)
Name (#) Fiscal Year ($/Sh) Date 0%($) 5% ($) 10% ($)
- --------------- ------- ----------- -------- ---------- ------------------------------
Robert W. Pullo 2,957 11.1% $16.59 9/30/04 -- $ 30,853 $78,188
15,000 10.0 15.50 12/9/04 -- 146,218 370,545
Robert A. Angelo 15,000 10.0 15.00 1/6/05 -- 141,501 358,592
15,000 10.0 15.50 12/9/04 146,218 370,545
Robert C. Herzberger 10,000 6.67 15.50 12/9/04 -- 97,479 247,030
James H. Moss 10,000 6.67 15.50 12/9/04 -- 97,479 247,030
(1) Only executive officers receiving grants are listed.
(2) The amounts under the columns labeled "5%" and "10%" are included by the
Company pursuant to certain rules promulgated by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, in the price of the Company's stock. Such amounts are based on
the assumption that the named persons hold the options granted for their
full 10 year term. The actual value of the options will vary in
accordance with the market price of the Company's Common Stock. The
column headed "0%" is included to demonstrate that the options were
granted at fair market value and optionees will not recognize any gain
without an increase in the stock price, which increase benefits all
stockholders commensurately. The Company did not use an alternative
formula to attempt to value options at the date of grant, as management
is not aware of any formula which determines with reasonable accuracy a
present value of options of the type granted to the optionees.
Option Exercise Table. The following table sets forth all exercises of
options under the Stock Option and Incentive Plans to the Company's Chief
Executive Officer and named executive officers for the fiscal year ended June
30, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired on Value FY-End(#) FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- -------------------- --------- --------- -------------- ------------------
Robert W. Pullo -- -- 165,475/13,817 $1,391,908/$18,000
Charles F. Merrill 41,707 $215,370 0 0
Robert A. Angelo -- -- 105,873/13,819 806,993/18,000
Robert C. Herzberger -- -- 39,589/11,739 315,929/23,419
James H. Moss -- -- 76,275/9,817 651,334/3,000
<PAGE>
Pension Plan Table. The following table indicates the annual retirement
benefit that would be payable under the Retirement Plan (as discussed herein)
upon retirement at age 65 to a participant electing to receive his or her
retirement benefit in the standard form of benefit, assuming various specified
levels of Retirement Plan compensation and various specified years of credited
service.
PENSION PLAN TABLE
Estimated Annual Pension for Representative Years of Service
Ave. Earnings 10 15 20 25 30
- ------------- ------ ------ ------ ------ ------
25,000 $ 3,500 $ 5,250 $ 7,000 $ 8,750 $ 10,500
50,000 8,204 12,306 16,408 20,510 24,612
100,000 17,704 26,556 35,408 44,260 53,112
150,000 27,204 40,806 54,408 68,010 81,612
200,000 27,204 40,806 54,408 68,010 81,612
The York Federal Pension Plan is a noncontributory defined benefit
pension plan. An employee becomes a participant in the Plan after completing
one year of service and attaining age 21. Plan participants with five or more
years of service are entitled to monthly retirement benefits beginning at the
retirement age of 65. The retirement pension is payable monthly as long as
the participant lives.
A participant's accumulated pension credits are equal to 1/12th of the
sum of the benefits earned through June 30, 1991 plus the benefits earned
after July 1, 1991. Benefits earned through June 30, 1991 are equal to the
greater of (i) the benefits earned through June 30, 1991 under the benefit
formula in effect on that date, or (ii) 1.1% of five year average compensation
at June 30, 1991, plus 0.5% of average compensation over $18,600, multiplied
by the number of years of service to June 30, 1991 up to 35 years. Benefits
earned after July 1, 1991 are equal to 1.4% of annual compensation for each
year of service after July 1, 1991, plus 0.5% of pay over the Social Security
Integration Level for each year of service after July 1, 1991; provided,
however, that no pension or credit on compensation over the Social Security
Integration Level accrues for any year of service over 35 years. The amount
of pension earned during a fiscal year is based upon compensation during that
year subject to limits imposed by the Internal Revenue Code. During the last
fiscal year, compensation for the purposes of calculating benefits for a Plan
participant was limited by the Internal Revenue Code to $150,000. The Social
Security Integration Level for each plan year is equal to 100% of the Maximum
Social Security Covered Compensation as of the first day of the year.
The Plan provides for normal retirement at age 65 and permits early
retirement at ages of 55 to 64. Upon retirement, married participants
automatically receive an actuarially equivalent joint and 50% survivor pension
unless otherwise elected. The Plan also provides for other options for
pension benefits which can be elected by a participant subject to committee
approval. If the present value of the monthly pension does not exceed $3,500,
a lump sum payment is automatically paid. Employees terminating after
completion of at least five years of service are entitled to a vested deferred
pension equal to the benefit accrued to the date of termination. The Plan is
fully funded based on actuarial projections.
<PAGE>
At June 30, 1995, the credited years of service for Messrs. Pullo,
Merrill, Angelo, Herzberger and Moss were 20, 5, 22, 9 and 11, respectively.
Mr. Merrill retired effective January 20, 1995.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report and Performance Graph shall not be
incorporated by reference into any such filings.
Report of the Compensation Committee. The Compensation Committee of the
Board of Directors of the Company is responsible for establishing, implementing
and monitoring all compensation policies of the Company and its primary
operating subsidiary, York Federal Savings and Loan Association. The Committee
is also responsible for evaluating the performance of the Chief Executive
Officer of the Company and recommending appropriate compensation levels. The
Chief Executive Officer evaluates the performance of subordinate officers of
the Company and its subsidiaries and recommends individual compensation levels
to the Compensation Committee. None of the Committee's members is a current or
former officer or employee of the Company or any subsidiary of the Company.
The Compensation Committee believes that a compensation plan for executive
officers should take into account management skills, long term performance
results and shareholder returns. Compensation policies must be maintained to
promote:
1. the attraction and retention of highly-qualified executives;
2. motivation of executives that is related to the performance of the
individual and the Company;
3. current and long-term performance; and
4. a financial interest in the success of the Company similar to the
interests of its shareholders.
The Company's current compensation plan involves a combination of salary,
profit sharing and bonus to reward short-term performance and grants of stock
options to encourage long-term performance. The salary levels of executive
officers are designed to be competitive within the financial services industry.
Annual compensation surveys are utilized to determine competitive salary levels
and individual annual performance is reviewed to determine appropriate salary
adjustments. A profit sharing plan in which all executive officers and
employees of York Federal participate has been designed to align their
interests with that of the shareholders of the Company. Profits distributable
pursuant to the Plan may not exceed total dividends paid to the shareholders
during the year. Executive officers of York Federal are eligible to
participate in an expense ratio bonus plan which provides for a bonus if
operating expenses as a percentage of interest and non-interest income is
maintained at a level of 51.50% or less. Executive officers of the Company
are eligible to participate in a return on assets bonus plan which provides
for a bonus if the Company's consolidated return on assets equals or exceeds
1.00%. Stock options are the Company's primary long-term compensation program
designed to reward executive performance consistent with performance that
benefits shareholders. Awards of stock options are intended to provide
executives with increased motivation and incentive to exert their best efforts
on behalf of the Company by enlarging their personal stake in its success
through the opportunity to increase their stock ownership in the Company.
Options issued to executives are at a price equal to the closing price of the
Company's stock on the date of grant in order to insure that any value derived
from the grant is realized by stockholders generally. The amount of options
granted to an executive officer is based on the officer's performance and
relative responsibilities within the Company. Options may be exercisable
immediately but generally vest over a period of years.
<PAGE>
During the fiscal year ended June 30, 1995, the base compensation of
Robert W. Pullo, President and Chief Executive Officer of the Company was
$315,493 which represented a 2.65% increase from the previous fiscal year.
The Compensation Committee believed an increase appropriate based on
competitive salary surveys and the Company having achieved its forty-sixth
consecutive profitable quarter as a public company. A profit sharing
distribution was awarded based on plan provisions.
Compensation Committee
PAUL D. MILLS CAROLYN E. STEINHAUSER
THOMAS W. WOLF ROBERT W. ERDOS
RANDALL A. GROSS
Performance Graph. The following graph compares the Company's cumulative
stockholder return on its Common Stock with the return on the National
Association of Securities Dealers Automated Quotation ("NASDAQ")
(U.S. companies) Index and a peer group comprised of SIC Code 603-SAVINGS
INSTITUTIONS (publicly traded). Total return assumes the reinvestment of all
dividends.
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
York Financial Corp. $100.00 $116.59 $161.22 $239.14 $281.09 $244.39
Industry Index 100.00 102.47 137.55 173.16 204.34 237.53
Nasdaq Market Index 100.00 94.22 101.52 124.62 136.66 160.27
(1) Source: Media General Financial Services.
(2) Both the Market Index and the Industry Index contain only those companies
that are public and that have been public for the required six year time
frame.
(3) Peer Group includes SIC Code 603-SAVINGS INSTITUTIONS (publicly traded).
<PAGE>
_______________________________________________________________________________
Indebtedness of Management to the Association
_______________________________________________________________________________
The Association has followed the policy of offering loans to its officers,
directors and employees for the financing and improvement of their personal
residences, as well as offering consumer loans. These loans are made in the
ordinary course of business and also are made on substantially the same terms
and collateral, except for interest rates and costs, as those of comparable
transactions prevailing at the time and do not involve more than the normal
risk of collectibility. Prior to August 1989 the Association granted mortgage
loans to directors, officers and employees at rates that were up to 2% below
the Association's prevailing rate. Upon leaving the Association's employment,
in certain circumstances, the borrower's loan rate reverts to the prevailing
rate at the time the loan was closed. Subsequent to July 1989, loans to
directors and executive officers of the Company and Association have been made
on substantially the same terms, collateral and interest rate as those made to
the general public.
Effective with the passage of FIRREA, executive officers and directors are
prohibited from receiving any loan or extension of credit at other than market
interest rates and terms. The Association has adopted a policy to discontinue
the granting of preferred loans to directors and executive officers. The
terms of existing loans will not change as allowed by FIRREA.
Set forth below is certain information relating to loans made prior to
August 1989 and to named executive officers and directors and their associates
outstanding as of June 30, 1995 with aggregate balances in excess of $60,000
and interest rates different from those available to the general public:
Highest
Balance Balance Prevailing
at During Fiscal Int. Market Year Type
June 30, Year Ended Rate Interest of of
1995 June 30, 1995 Paid Rate Loan Loan
-------- ------------- ---- -------- ---- ----
Robert W. Pullo $79,614 $83,071 7.50% 10.25% 1979 Home mortgage
_______________________________________________________________________________
Compliance With Section 16(a) of The Exchange Act
_______________________________________________________________________________
Section 16(a) of the Exchange Act requires certain officers of the Company
and its directors, and persons who beneficially own more than 10% of any
registered class of the Company's Common Stock, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
Company.
Based solely on a review of the reports and written representations
provided to the Company by the above referenced persons, the Company believes
that during fiscal 1995 all filing requirements applicable to its reporting
officers, directors and greater than 10% beneficial owners were properly and
timely complied with except for two Form 4 Statements of Change in Beneficial
Ownership of Securities, for Director Mills. Director Mill's Form 4 for
transactions during the months of December 1994 and April 1995 were filed on
August 11, 1995, rather than by January 10, 1995 and May 10, 1995 as required.
<PAGE>
_______________________________________________________________________________
Proposal II -- Ratification of 1995 Nonqualified Stock
Option Plan for Directors
_______________________________________________________________________________
On January 6, 1995, the Board of Directors adopted the York Financial
Corp. Non-Qualified Stock Option Plan for Outside Directors ("Directors' Option
Plan"), subject to approval by the Company's stockholders. Up to 300,000
shares of Common Stock have been reserved for future issuance by the Company
upon the exercise of stock options granted under the Directors' Option Plan.
The purposes of the Directors' Option Plan are to attract and retain directors
of outstanding competence and to provide them with an opportunity to acquire
an equity interest in the Company. The 1995 Directors' Option Plan is intended
as the successor to the similar 1992 Non-Incentive Stock Option Plan (the
"1992 Plan"), which was approved by stockholders at the 1992 annual meeting.
As of September 1, 1995, 79,869 stock options have been granted to the
directors of the Company under the 1992 Plan, representing all shares reserved
for issuance under the Plan.
Shares to be issued under the Directors' Option Plan may be either
authorized but unissued shares, or reacquired shares held by the Company in
its treasury. Any shares subject to an award which expires or is terminated
unexercised will again be available for issuance under the Directors' Option
Plan. No award or any right or interest therein is assignable or transferable
except by will or the laws of descent and distribution.
The Directors' Option Plan is intended to be a self-administered plan
providing for formula stock option grants within the meaning of Rule 16b-3 of
the 1934 Act. Subject to shareholder approval of the Directors' Option Plan,
each director of the Company (nine persons), including directors who are
employees of the Company or its subsidiaries, was granted a non-qualified
stock option for 15,000 shares of Common Stock with an exercise price of
$15.00 per share (the fair market value as of January 6, 1995) upon the
adoption of the Plan by the Board of Directors. In addition, each director
will be granted a non-qualified stock option covering 2,500 shares of Common
Stock each year on October 1. All stock options granted under the Directors'
Option Plan are granted at 100% of the fair market value of the Common Stock
on the date of grant. For purposes of the Directors' Option Plan, "fair market
value" is defined as the closing price of the Common Stock as reported on the
Nasdaq Stock Market on the last business day before the grant date.
Each non-qualified stock option granted under the Directors' Option Plan
will have a term of 10 years. If the recipient ceases to be a member of the
Board, other than upon termination for cause, the stock option will remain
exercisable by the recipient or his estate until the earlier to occur of
(x) one year or (y) the expiration of the option term. Options may be
exercised by delivery of written notice to the president of the Company,
accompanied by payment of the exercise price in cash or other means specified
by the Board of Directors.
In the event of a change of control of the Company (as defined in the
Directors' Option Plan), each recipient will be entitled to receive, with
respect to each unexercised option, an amount in cash equal to the difference
between the exercise price and the fair market value of the Common Stock.
Shares as to which awards may be granted under the Directors' Option Plan
and shares then subject to awards will be automatically adjusted in the event
of any merger, consolidation, reorganization, recapitalization, combination,
stock dividend, stock split or other change in the corporate structure of the
Company to prevent dilution or enlargement of the rights granted to an outside
director under the Directors' Option Plan.
The right to grant options under the Directors' Option Plan will terminate
upon the earlier of ten years after the effective date of the Plan or the
issuance of Common Stock or exercise of non-qualified stock options equal to
the maximum number of shares of Common Stock reserved for issuance under the
Directors' Option Plan.
<PAGE>
Under present Federal income tax laws, the non-qualified stock options
granted under the Directors' Option Plan will have the following consequences:
(1) The grant of a non-qualified stock option will generally not result
in the recognition of taxable income to the participant nor entitle
the Company to a deduction at the time of such grant.
(2) The exercise of a non-qualified stock option will result in the
recognition of ordinary income by the participant on the date of
exercise in an amount equal to the difference between the exercise
price and the fair market value on the date of exercise of the shares
acquired pursuant to the non-qualified stock option.
The Company will be allowed a deduction equal to the amount of
ordinary income recognized by the individual at the time the
participant recognizes such ordinary income.
The Company's Board of Directors has determined that the Directors' Option
Plan is desirable, cost effective and will benefit the Company and its
stockholders. The Directors' Option Plan must be approved by a majority of
the shares represented in person or by proxy at the meeting. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE DIRECTORS' OPTION
PLAN ATTACHED HERETO AS EXHIBIT A. The description of the Directors' Option
Plan set forth in this Proxy Statement does not purport to be complete and is
qualified in its entirety by the full text of the Directors' Option Plan as
set forth in Exhibit A.
_______________________________________________________________________________
Independent Auditors
_______________________________________________________________________________
Ernst & Young LLP served as the Company's independent auditors for the
fiscal year ended June 30, 1995. The Company has appointed Ernst & Young LLP
as independent auditors for the fiscal year ending June 30, 1996. A
representative of Ernst & Young LLP is expected to be present at the Meeting
to respond to questions from shareholders and will have the opportunity to
make a statement if he or she so desires.
_______________________________________________________________________________
Other Matters
_______________________________________________________________________________
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers, and regular employees
of the Company may solicit proxies personally or by telegraph or telephone
without additional compensation.
_______________________________________________________________________________
Financial Statements
_______________________________________________________________________________
The Company's Annual Report to Stockholders, including financial
statements prepared in conformity with generally accepted accounting
principles, is being mailed herewith to all stockholders of record as of the
close of business on September 1, 1995. Any stockholder who has not received
a copy of such Annual Report may obtain a copy by writing the Company. Such
Annual Report is not to be treated as a part of the proxy solicitation material
nor as having been incorporated herein by reference.
<PAGE>
A COPY OF FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL
BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO JAMES H. MOSS, SENIOR VICE PRESIDENT, CHIEF FINANCIAL
OFFICER/TREASURER, YORK FINANCIAL CORP., 101 SOUTH GEORGE STREET, P.O. BOX
15068, YORK, PENNSYLVANIA 17405.
_______________________________________________________________________________
Stockholder Proposals
_______________________________________________________________________________
In order to be eligible for inclusion in the proxy materials of the
Company for next year's Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
main office at 101 South George Street, P.O. Box 15068, York, Pennsylvania
17405, no later than May 26, 1996. Any such proposals shall be subject to
the requirements of the proxy rules adopted under the 1934 Act.
BY ORDER OF THE BOARD OF DIRECTORS
Robert A. Angelo
-----------------
ROBERT A. ANGELO
SECRETARY
York, Pennsylvania
September 25, 1995
<PAGE>
EXHIBIT A
YORK FINANCIAL CORP.
1995 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
I. Purpose
The purpose of the York Financial Corp. 1995 Non-Qualified Stock Option
Plan for Directors (the "Directors' Option Plan" or "Plan") is to promote the
growth and profitability of York Financial Corp. (the "Holding Company") and
York Federal Savings and Loan Association (the "Association"), its wholly-owned
subsidiary, and to provide directors of the Holding Company with an incentive
to achieve long-term objectives of the Holding Company, attract and retain
directors of outstanding competence and to provide such directors with an
opportunity to acquire an equity interest in the Holding Company.
II. Grant of Options
(A) Initial Grants. Upon the effective date of the Plan (as set forth in
Section V hereof), each Director shall receive a grant of an immediately
exercisable non-tax qualified stock option covering 15,000 shares of the
Common Stock of the Holding Company (the "Common Stock") at an exercise price
equal to 100% of the Fair Market Value of the Common Stock. For purposes of
the Plan, "Director" shall mean a member of the Board of Directors of the
Holding Company, including any director who is an employee of the Holding
Company.
(B) Grants to Current Directors. Each Director as of each October 1
subsequent to the date of adoption of the Plan by the Board of Directors shall
receive an immediately exercisable, non-tax qualified stock option to purchase
2,500 shares per year to the extent shares reserved pursuant to this Plan are
available at an exercise price equal to 100% of the Fair Market Value of the
Common Stock.
(C) Fair Market Value. For purposes of this Directors' Option Plan,
when used in connection with Common Stock on a certain date, "Fair Market
Value" means the reported closing price of the Common Stock on the Nasdaq
Stock Market or such other national securities exchange on which the shares
are traded on the last business day before the date of grant.
III. Terms and Conditions
(A) Self-Administration. The grant of options under the Plan shall be
made pursuant to Section II. Accordingly, the Plan should be deemed to be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934,
as amended.
(B) Option Agreement. Each option shall be evidenced by a written
option agreement between the Holding Company and the Director specifying the
number of shares of Common Stock that may be acquired through its exercise and
containing such other terms and conditions which are not inconsistent with the
terms of this grant.
(C) Termination of Option. Each option shall expire one hundred and
twenty (120) months following the date of grant. If the Director dies before
fully exercising any portion of an option then exercisable, such option may be
exercised by such Director's personal representative(s), heir(s) or devisee(s)
at any time within the one (1) year period following his or her death;
provided, however, that in no event shall the option be exercisable more than
one hundred and twenty (120) months after the date grant. If the Director is
terminated for cause, all options awarded to him shall expire upon such
termination.
<PAGE>
(D) Manner of Exercise. The option may be exercised from time to time,
in whole or in part, by delivering a written notice of exercise to the
President of the Holding Company. Such notice is irrevocable and must be
accompanied by full payment of the purchase price in cash or by such other
means as determined by the Board of Directors.
(E) Transferability. Each option granted hereby may be exercised only
by the Director to whom it is issued or in the event of the Director's death,
his or her personal representative(s), heir(s) or devisee(s) pursuant to the
terms of Section III(C).
(F) Change of Control. In the event of a change in control or imminent
change in control of the Holding Company, the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value
of the Common Stock subject to any option over the option price of such shares,
in exchange for the surrender of such options by the optionee on that date.
For purposes of this Section, "change in control" shall mean: (i) the execution
of an agreement for the sale of all, or a material portion, of the assets of
the Holding Company; (ii) the execution of an agreement for a merger or
recapitalization of the Holding Company or any merger or recapitalization
whereby the Holding Company is not the surviving entity; (iii) a change in
control of the Holding Company, as otherwise defined or determined by the
Office of Thrift Supervision or regulations promulgated by it or, if
applicable, by any other applicable bank regulatory agency; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of that term as it is used in Section 13(d) of the Securities Exchange
Act of 1934, as amended and the rules promulgated thereunder) of ten percent
(10%) or more of the outstanding voting securities of the Holding Company by
any person, trust, entity or group. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint venture, pool,
syndicate, sole proprietorship, unincorporated organization or any other form
of entity not specifically listed herein. For purposes of this Section,
"imminent change in control" shall refer to any offer or announcement, oral or
written, by any person or persons acting as a group, to acquire control of the
Holding Company.
IV. Common Stock Subject to the Directors' Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Holding Company as treasury stock. The number of shares of Common Stock
reserved for issuance under this Directors' Option Plan shall not exceed
300,000 shares of the Common Stock of the Holding Company, par value $1.00 per
share, subject to adjustments pursuant to this Section IV. Any shares of
Common Stock subject to an option which for any reason either terminates
unexercised or expires, shall again be available for issuance under this
Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock by
reason of a stock dividend or split, recapitalization, reorganization, merger,
consolidation, split-off, combination or any similar corporate change, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock
which may be issued under this Directors' Option Plan, the number of shares
of Common Stock subject to options granted or to be granted under this
Directors' Option Plan, and the option price of such options, shall be
automatically adjusted to prevent dilution or enlargement of the rights granted
to a Director under this Directors' Option Plan.
<PAGE>
V. Effective Date of the Plan; Shareholder Ratification
The Directors' Option Plan was effective upon adoption by the Board of
Directors on January 6, 1995, subject to shareholder approval. This Directors'
Option Plan shall be presented to shareholders of the Holding Company at the
first annual meeting of shareholders following the effective date for
ratification for purposes of (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act of 1934; and (ii) maintaining listing on
the Nasdaq Stock Market or such other national securities exchange on which the
Common Stock is traded.
VI. Amendment; Termination of the Plan
The Board of Directors of the Holding Company may amend, alter, suspend,
discontinue, or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from Section
16(b) of the Exchange Act for which or with which the Board deems it necessary
or desirable to qualify or comply. The right to grant options under this
Directors'Option Plan will terminate upon the earlier of ten years after the
Effective Date of the Plan, or upon the issuance of the Common Stock or
exercise of options equal to the maximum number of shares of Common Stock
reserved for issuance under this Plan. A majority of the outstanding shares
of the Common Stock entitled to vote is required to terminate this Plan;
provided, however, no such termination shall, without the consent of the
affected individual, affect such individual's rights under a previously granted
option.
VII. Applicable Law
The Plan will be administered in accordance with the laws of the
Commonwealth of Pennsylvania, to the extent not superseded by Federal law.
____________________ __________________
Date Adopted Robert W. Pullo
President
____________________ __________________
Date Approved Secretary
by Stockholders
<PAGE>
REVOCABLE PROXY
YORK FINANCIAL CORP.
This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting of Stockholders on October 25, 1995.
The undersigned hereby appoints Carolyn E. Steinhauser, Robert W. Erdos and
Robert L. Simpson of the Board of Directors of York Financial Corp. with full
powers of substitution to act, as attorneys and proxies for the undersigned,
to vote all shares of Common Stock of York Financial Corp. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders, to be
held at the Holiday Inn, U.S. Route 30 and Route 74, York, Pennsylvania, on
Wednesday, October 25, 1995, at 3:00 p.m. and at any and all adjournments
thereof as follows:
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no
further force and effect.
This Proxy also relates to shares held under the York Financial Corp. Dividend
Reinvestment and Stock Purchase Plan.
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF DIRECTORS For All
Nominees: Cynthia A. Dotzel For Withheld except
Paul D. Mills [ ] [ ] [ ] _______________
Byron M. Ream
2. APPROVAL OF 1995 YORK For Against Abstain
FINANCIAL CORP. NON- [ ] [ ] [ ]
QUALIFIED STOCK OPTION
PLAN FOR DIRECTORS
This proxy will be voted as directed. If no direction is
made, it will be voted "FOR" the proposals set forth above.
The Board of Directors recommends a vote "FOR" the
proposals. If any other business is presented at the
meeting, this proxy will be voted by the proxy holders in
their best judgment.
Dated _____________, 1995
________________________________________________________
NOTE: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as a fiduciary or
for an estate, trust, corporation or partnership, your title or
capacity should be stated.
<PAGE>
</TABLE>
