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).
[x] 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
[x] 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>
<PAGE>
September 23, 1996
Dear Stockholders:
We invite you to attend the Annual Meeting of the Stockholders of York
Financial Corp. to be held at the Lafayette Room, Yorktowne Hotel, 48 East
Market Street, York, Pennsylvania on Wednesday, October 23, 1996 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, evenif 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
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 23, 1996
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Stockholders (the "Meeting")
of York Financial Corp. (the "Company") will be conducted at the Lafayette
Room, Yorktowne Hotel, 48 East Market Street, York, Pennsylvania on Wednesday,
October 23, 1996 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; and
2. 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 3, 1996 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
SECRETARY
York, Pennsylvania
September 23, 1996
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 23, 1996
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 Lafayette Room, Yorktowne Hotel, 48 East Market
Street, York, Pennsylvania, on Wednesday, October 23, 1996, at 3:00 p.m. The
accompanying notice of meeting and this Proxy Statement are being first mailed
to stockholders on or about September 23, 1996. York Federal Savings and Loan
Association, a wholly-owned subsidiary of the Company, is referred to herein
as "York Federal" or the "Association."
VOTING AND PROXY PROCEDURE
Stockholders of record as of the close of business on September 3, 1996
are entitled to one vote for each share of common stock ("Common Stock") of
the Company then held. As of September 3,1996, the Company had 6,128,641
shares of Common Stock issued and outstanding. The presence, in person or by
proxy, of at least a majority of the total number of outstanding shares of
Common Stock entitled to vote is necessary to constitute a quorum at the
Annual Meeting. Abstentions will be counted as shares present and entitled to
vote at the Annual Meeting for purposes of determining the existence of a
quorum. Broker non-votes will not be considered shares present for purposes
of determining a quorum.
The Board of Directors solicits proxies so that each stockholder has the
opportunity to vote on the proposals to be considered at the Annual Meeting.
When a proxy card is returned properly signed and dated, the shares
represented thereby will be voted in accordance with the instructions on the
proxy card. Where no instructions are indicated, proxies will be voted FOR
the nominees for directors set forth below. If a stockholder attends the
Annual Meeting, he or she may vote by ballot.
If a stockholder does not return a signed proxy card or does not attend
the Annual Meeting and vote in person, his or her shares will not be voted.
Stockholders who execute proxies retain the right to revoke them at any
time. Proxies may be revoked by written notice delivered in person or mailed
to the Secretary of the Company or by filing a later proxy prior to a vote
being taken on a particular proposal at the Annual Meeting. Attendance at the
Annual Meeting will not automatically revoke a proxy, but a stockholder in
attendance may request a ballot and vote in person, thereby revoking a prior
granted proxy.
If a stockholder is a participant in the York Federal Savings and Loan
Association EmployeeStock Ownership Plan (the "ESOP"), the proxy card
represents a voting instruction to the trustees of the ESOP as to the number
of shares in the participant's plan account. Each participant in the ESOP may
direct the trustees as to the manner in which shares of Common Stock allocated
to the participant's plan account are to be voted. Unallocated shares of
Common Stock held by the ESOP and allocated shares for which no voting
instructions are received will be voted by the trustees in the same proportion
as shares for which the trustees have received voting instructions.
-1-
<PAGE>
<PAGE>
The three directors to be elected at the Annual Meeting will be elected
by a plurality of the,votes cast by stockholders present in person or by proxy
and entitled to vote. Stockholders are not permitted to cumulate their votes
for the election of directors. With respect to the election of directors,
votes may be cast for or withheld from each nominee. Votes that are withheld
and broker non-votes will have no effect on the outcome of the election
because directors will be elected by a plurality of votes cast.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 3,
1996, 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 the person set forth below who owned more than 5% of the
outstanding shares of Common Stock at September 3, 1996. 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.
Amount and Nature Percent of Shares,
Name and Address of Beneficial of Common Stock
of Beneficial Owner Ownership (1) Outstanding (7)
Robert W. Pullo 394,492(2) 5.64%
101 South George Street
York, Pennsylvania 17405
Named Executive Officers
Robert W. Pullo 394,492(2) 5.64
Robert A. Angelo, Esq. 189,333(3) 2.71
Robert C. Herzberger 50,015(4) 0.71
James H. Moss, CPA 105,662(5) 1.51
Lynn D. Kramer 6,650(6) 0.09
All Executive Officers
and Directors as a
Group (19 Persons) 1,595,201(7) 22.84%
(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.
(footnotes continued on following page)
-2-
<PAGE>
<PAGE>
(2) Includes 205,638 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 246,080 shares owned by the York Federal
Savings and Loan Association Employee Stock Ownership Plan of which
Mr. Pullo is the trustee. Also excludes 3,590 shares owned by the
spouse of Mr. Pullo for which he disclaims any voting or investment
power.
(3) Includes 120,826 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 5,097 shares owned by the spouse of Mr. Angelo
for which he disclaims any voting or investment power.
(4) Includes 29,950 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date.
(5) Includes 85,370 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 6,397 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 855,210 shares of Common Stock which may be received upon the
exercise of stock options which are exercisable within 60 days of the
record date.
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 Robert W. Erdos, Randall A. Gross and Robert W.
Pullo, 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 3, of
Name Age(1) Director(2) Expire 1996(3) Class
BOARD NOMINEES
Robert W. Erdos 65 1971 1999* 113,698 (4) 1.62%
Randall A. Gross 52 1984 1999* 70,303 (5) 1.00
Robert W. Pullo 56 1981 1999* 394,492 (6) 5.64
(table continued on following page)
-3-
<PAGE>
<PAGE>
Shares of
Common Stock
Year Beneficially
First Term Owned at Percent
Elected to September 3, of
Name Age(1) Director(2) Expire 1996(3) Class
DIRECTORS CONTINUING IN OFFICE
Carolyn E.
Steinhauser 57 1984 1997 61,963 (7) 0.88%
Thomas W. Wolf 47 1984 1997 189,175 (8) 2.70
Robert L. Simpson 49 1994 1997 23,774 0.34
Cynthia A. Dotzel 42 1984 1998 65,923 (9) 0.94
Paul D. Mills 66 1970 1998 135,491 (10) 1.94
Byron M. Ream 52 1984 1998 63,603 0.91
______________
(*) Assuming they are re-elected at the Meeting.
(1) As of September 3, 1996.
(2) Includes prior service on the Board of Directors of York Federal.
(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
3, 1996. 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 3, 1996.
(4) Excludes 8,531 shares owned by the spouse of Mr. Erdos, for which he
disclaims any voting or investment power.
(5) Excludes 373 shares owned by the spouse of Mr. Gross, for which he
disclaims any voting or investment power.
(6) Excludes 3,590 shares owned by the spouse of Mr. Pullo, for which he
disclaims any voting or investment power. Excludes 246,080 shares
owned by the York Federal Savings and Loan Association Employee Stock
Ownership Plan of which Mr. Pullo is the trustee.
(7) Excludes 6,229 shares held by trusts for Ms. Steinhauser's children,
of which Ms. Steinhauser is a trustee.
(8) Excludes 2,676 shares owned by the spouse of Mr. Wolf, for which he
disclaims any voting or investment power. Excludes 118,398 shares
owned by affiliated companies of Mr. Wolf of which he is an officer,
director and principal stockholder. Excludes 2,163 shares Mr. Wolf
holds as custodian for minor children under the Uniform Gifts to
Minors Act.
(9) Excludes 2,831 shares owned by the spouse of Ms. Dotzel, for which she
disclaims any voting or investment power. Excludes 8,825 shares Ms.
Dotzel holds as custodian for minor children under the Uniform Gifts
to Minors Act.
(10) Excludes 11,815 shares owned by the spouse of Mr. Mills, for which he
disclaims any voting or investment power.
-4-
<PAGE>
<PAGE>
The principal occupation of each director of the Company for the last
five years is set forth below.
BOARD NOMINEES
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., New Service Corp., Y-F Insurance Agency, Inc. and
Y-F Service Corp., Inc. 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. 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.
DIRECTORS CONTINUING IN OFFICE
Carolyn E. Steinhauser of York, Pennsylvania, is Executive
Director/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
-5-
<PAGE>
<PAGE>
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.
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.
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 Executive Vice President of R&R
Components, Inc. He formerly served as the Director of Property Management
and as a realtor for Bennett Williams, Inc., York. Mr. Ream attended Wesleyan
University and Pennsylvania State University, York Campus. He is a member of
the Building Committee of the United Way of York County, the Program Committee
of the Strand Capital Performing Arts Center and is the President of the Board
of Trustees and a member of the Administrative Council of Asbury United
Methodist Church.
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.
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
-6-
<PAGE>
<PAGE>
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 Wolf (Chair),
Erdos, Mills, Gross and Steinhauser. The Compensation Committee met one time
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
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 Mills (Chair), Erdos, Gross, Wolf, Ream, Steinhauser and Simpson.
The Nominating Committee met one time during the fiscal year.
York Federal Savings and Loan Association, Y-F Service Corp., New Service
Corp., First Capital Brokerage Services, Inc., Lenders Support Group, Inc.,
and Y-F Insurance Agency, Inc., 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, or, in the case of First Capital, Lenders Support
Group and Y-F Insurance Agency, Inc., are senior officers of the Company or
York Federal and are appointed by the Board of Directors. The Board of
Directors of York Federal also maintains an Executive Committee, Pension
Committee and Building Committee.
Directors' Compensation
For service in 1996 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 1996 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
-7-
<PAGE>
<PAGE>
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 1996, 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, the 1992 Non-Incentive Stock Option Plan for Directors and the
1995 Non-Qualified 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. All options under the 1984 and 1992 Plans have been granted,
and there are unexercised options that remain outstanding. The 1995 Plan is a
formula plan providing for an initial grant of 15,000 immediately exercisable
non-tax qualified stock options to each Director on January 6, 1995, and the
automatic grant of 2,500 options on October 1 of each year (to the extent
options are available) at the closing price of the Company's stock on the last
business day prior to October 1 of each year. The total number of shares
reserved for issuance under this Plan shall not exceed 300,000, subject to
certain adjustments as identified in the 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.
-8-
<PAGE>
<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 $100,000 during the
year ended June 30, 1996.
SUMMARY COMPENSATION TABLE*
Long-term
Compensation
Annual Compensation Awards
______________________ __________
(1) (3)
Other All
Annual Other
Name and Compen- (2) Compen-
Principal Salary Bonus sation Options sation
Position Year ($) ($) ($)(1) (#) ($)
__________ ____ ______ _____ _______ _______ ______
Robert W. Pullo, 1996 $330,502 $119,956 -- 21,250(4) $55,896
President and 1995 315,493 44,378 -- 19,752 47,074
Chief Executive 1994 307,337 40,176 -- 6,991 42,152
Officer
Robert A.
Angelo, 1996 170,000 63,580 -- 2,000 10,120
Executive Vice 1995 153,401 22,747 -- 33,000 9,727
President, 1994 138,563 33,056 -- 3,333 6,505
Secretary and
General Counsel;
President and
Chief Operating
Officer of York
Federal
Robert C.
Herzberger, 1996 134,000 49,771 -- 2,000 7,794
Senior Vice 1995 111,038 16,383 -- 11,000 7,008
President; 1994 88,987 54,257 -- 3,331 3,786
Executive Vice
President of
York Federal
James H. Moss, 1996 123,000 46,288 -- 2,000 8,023
Senior Vice 1995 113,201 16,838 -- 11,000 7,464
President, 1994 103,878 19,987 -- 3,331 4,022
Chief Financial
Officer/Treasurer;
Executive Vice
President of
York Federal
Lynn D. Kramer, 1996 100,000 38,137 -- 2,000 4,958
Executive Vice 1995 81,691 11,818 -- 11,000 3,954
President of 1994 63,410 7,562 -- -- 1,125
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) The number of stock options indicated for the years 1995 and 1994 have
been adjusted for the 10% stock dividends issued in those years.
(3) Includes contributions of $6,436, $6,436, $6,436, $6,000 and $4,958,
respectively, for Messrs. Pullo, Angelo, Herzberger and Moss and Ms.
Kramer to the Company's Employee Stock Ownership Plan. Includes
contributions of $18,260, $3,684, $1,358 and $2,023, respectively, for
Messrs. Pullo, Angelo, Herzberger and Moss for life insurance premiums.
Includes $31,200 in directors' fees paid to Mr. Pullo.
(4) Includes 16,500 options (as adjusted for stock dividends) that were
granted on January 6, 1995 pursuant to the 1995 Non-Qualified Stock
Option Plan for Directors and approved at the Annual Meeting of
Stockholders on October 25, 1995.
-9-
<PAGE>
<PAGE>
Option Grants Table. The following table sets forth all grants of
options to the Company's Chief Executive Officer and named executive officers
for the fiscal year ended June 30, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants(1)
__________________________________________________
% of Total Potential Realizable
Options Value at Assumed
Granted to Annual Rates of
Employees Stock Price
Options in Exercise Appreciation
Granted Fiscal Price Expiration for Option Term(3)
Name # Year ($/Sh) Date 0%($) 5%($) 10%($)
___________________________________________________________________________
Robert W.
Pullo 2,000 5.97% $16.375 12/15/05 -- $ 20,596 $ 52,195
2,750 8.22 17.273 10/01/05 -- 29,873 75,704
16,500(2) 49.32 13.636 1/06/05 -- 141,497 358,581
Robert A.
Angelo 2,000 5.97 16.375 12/15/05 -- 20,596 52,195
Robert C.
Herz-
berger 2,000 5.97 16.375 12/15/05 -- 20,596 52,195
James H.
Moss 2,000 5.97 16.375 12/15/05 -- 20,596 52,195
Lynn D.
Kramer 2,000 5.97 16.375 12/15/05 -- 20,596 52,195
____________
(1) Only executive officers receiving grants are listed.
(2) These options were granted on January 6, 1995 pursuant to the 1995
Non-Qualified Stock Option Plan for Directors and approved at the
Annual Meeting of Stockholders on October 25, 1995.
(3) 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, 1996.
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 FY-End (#) FY-End ($)
on Value
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ----------- ---------- ---------- -------------- ---------------
Robert W. Pullo -- -- 205,638/12,832 $1,681,979/$165,699
Robert A.
Angelo -- -- 120,826/12,834 $1,205,181/$165,710
Robert C.
Herzberger 12,250 $128,970 35,622/10,589 $300,286/$129,787
James H. Moss 1,800 17,327 85,370/9,532 $646,832/$119,197
Lynn D. Kramer -- -- 6,397/9,265 $90,140/$133,596
-10-
<PAGE>
<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
Average ________________________________________________________________
Earnings 10 15 20 25 30
____________________________________________________________________________
25,000 $ 3,500 $ 5,250 $ 7,000 $ 8,750 $10,500
50,000 8,124 12,185 16,247 20,309 24,371
100,000 17,624 26,435 35,247 44,059 52,871
150,000 27,124 40,685 54,247 67,809 81,371
200,000 27,124 40,685 54,247 67,809 81,371
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 enefit
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 between 55 and 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. 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.
At June 30, 1996, the credited years of service for Messrs. Pullo,
Angelo, Herzberger and Moss and Ms. Kramer were 21, 23, 10, 12 and 3,
respectively.
-11-
<PAGE>
<PAGE>
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 stockholder 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 stockholders.
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 stockholders of the Company.
Lenders Support Group, Inc. and First Capital Brokerage Services, Inc. also
have profit sharing plans in which their executive officers and employees
participate. Profits distributable pursuant to the Plans may not exceed total
dividends paid to the stockholders during the year. Certain executive
officers of York Federal are eligible to participate in the York Financial
Corp. Bonus Plan which became effective July 1, 1995. This Plan provides for
a bonus of up to 40% of the Executive Officer's base compensation, if certain
performance standards are achieved for the fiscal year. The four performance
standards, or ratios, on which the Plan Participants are measured are Return
on Assets, Return on Equity, the Efficiency Ratio and the Fee Income Ratio. A
target is established for each performance ratio. Participants earn a 10%
bonus for each target ratio achieved, or if the actual performance ratio is in
the 75th percentile or better relative to the Company's "Peer Group," as
defined in the Plan. If the targeted ratio is not reached but the actual
performance ratio is in the 60th to 74.99th percentile relative to the
Company's Peer Group, the Participants earn a bonus of 5% of base compensation
for each such performance ratio. Participants cannot receive a bonus for the
Fee Income Ratio unless they qualify for a bonus under at least one of the
other three performance ratios. Stock options are the Company's primary
long-term compensation program designed to reward executive performance
consistent with performance that benefits stockholders. 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
-12-
<PAGE>
<PAGE>
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.
During the fiscal year ended June 30, 1996, the base compensation of
Robert W. Pullo, President and Chief Executive Officer of the Company was
$330,502 which represented a 4.76% increase from the previous fiscal year.
The Compensation Committee believed an increase appropriate based on
competitive salary surveys and the Company having achieved its fiftieth
consecutive profitable quarter as a public company. Profit sharing and bonus
distributions were awarded based on plan provisions.
Compensation Committee
THOMAS W. WOLF CAROLYN E. STEINHAUSER
PAUL D. MILLS 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.
Period Ending
1991 1992 1993 1994 1995 1996
_____________________________________________________
York Financial Corp. $100.00 $138.28 $205.12 $241.10 $209.62 $234.92
Industry Index 100.00 134.23 168.98 199.41 231.80 292.64
Broad Market 100.00 107.75 132.27 145.04 170.11 214.14
(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).
-13-
<PAGE>
<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, 1996 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 Interest Market Year Type
June 30, Year Ended Rate Interest of of
1996 June 30, 1996 Paid Rate Loan Loan
Robert W.
Pullo . . $75,566 $79,614 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 1996 all filing requirements applicable to its reporting
officers, directors and greater than 10% beneficial owners were properly and
timely complied with, except for three Form 4 Statements of Change in
Beneficial Ownership of Securities for Richard E. Bricker, Senior Vice
President of the Lending Division of the Association. Mr. Bricker's Form 4
filings for transactions during the months of July and September of 1995 and
March of 1996 were filed on August 15, 1996, rather than by August 10, 1995,
October 10, 1995 and April 10, 1996, respectively, as required.
-14-
<PAGE>
<PAGE>
Independent Auditors
Ernst & Young LLP served as the Company's independent auditors for the
fiscal year ended June 30, 1996. The Company has appointed Ernst & Young LLP
as independent auditors for the fiscal year ending June 30, 1997. A
representative of Ernst & Young LLP is expected to be present at the Meeting
to respond to questions from stockholders and will have the opportunity to
make a statment 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 3, 1996. 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.
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 27, 1997. 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
SECRETARY
York, Pennsylvania
September 23, 1996
-15-
<PAGE>
<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 23, 1996.
The undersigned hereby appoints Thomas W. Wolf, Paul D. Mills 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
Lafayette Room, Yorktowne Hotel, 48 East Market Street, York, Pennsylvania, on
Wednesday, October 23, 1996, 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>
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. 0
1. ELECTION OF DIRECTORS For All
Nominees: Robert W. Erdos For Withheld except __________________
Randall A. Gross 0 0 0
Robert W. Pullo
This proxy will be voted as
directed. If no direction
is made, it will be voted "FOR"
the proposal set forth above.
The Board of Directors recommends
a vote "FOR" the proposal. If
any other business is presented
at the meeting, this proxy will
be voted by the proxy holders in
their best judgment.
Dated _______ __, 1996
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>
