SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. [ ])
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
(Check the Appropriate Box)
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
FIRST PHILSON FINANCIAL CORPORATION
- -----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------
(Name of Person (s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(4) and O-11.
1) Title of each class of securities to which transaction
applies:_______________________________________________
2) Aggregate number of securities to which transaction
applies:_______________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):__________________________
4) Proposed maximum aggregate value of transaction: ______
5) Total fee paid:________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11 (a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously paid:________________________________
2) Form, Schedule or Registration Statement No.:__________
3) Filing Party:__________________________________________
4) Date Filed:____________________________________________
<PAGE>
FIRST PHILSON
FINANCIAL
CORPORATION
=================================================================
P O Box 220 Berlin Pennsylvania 15530-0220 (814) 267-4666
NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS
AND PROXY
STATEMENT
FIRST PHILSON FINANCIAL CORPORATION
534 Main Street
Berlin, Pennsylvania 15530
To be held April 15, 1997
Mailed to Stockholders March 14, 1997
<PAGE>
FIRST PHILSON
FINANCIAL
CORPORATION
=================================================================
P O Box 220 Berlin Pennsylvania 15530-0220 (814) 267-4666
March 14, 1997
Dear Stockholder:
You will find enclosed the Notice of Meeting, Proxy
Statement and Proxy for the Annual Meeting of Stockholders of
First Philson Financial Corporation, which will be held at l:30
p.m. on Tuesday, April 15, 1997, at the Corporation's principal
office, 534 Main Street, Berlin, Pennsylvania 15530.
Please review the enclosed material and sign, date and
return the proxy card whether you plan to attend or not so that
the matters coming before the meeting may be acted upon.
I look forward to meeting our stockholders and welcome the
opportunity to discuss the business of your Corporation with you.
Very truly yours,
/s/ Geo. W. Hay
Geo. W. Hay
President and Chief
Executive Officer
Enclosures
<PAGE>
FIRST PHILSON
FINANCIAL
CORPORATION
=================================================================
P O Box 220 Berlin Pennsylvania 15530-0220 (814) 267-4666
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its
Board of Directors, the Annual Meeting of Stockholders of First
Philson Financial Corporation will be held at the Corporation's
principal office, 534 Main Street, Berlin, Pennsylvania 15530, on
Tuesday, April 15, 1997, at l:30 p.m., prevailing time, for the
purpose of considering and voting on the following matters:
l. Election of four directors for a term of three
years.
2. Such other business as may properly come before the
meeting or any adjournment thereof.
Only those stockholders of record at the close of business
on February 28, 1997, shall be entitled to notice of and to vote
at the meeting. A Proxy Statement, a form of proxy and a self-
addressed envelope are enclosed. Complete, date and sign the
proxy. Return it promptly in the envelope which requires no
postage if mailed in the United States. If you attend the
meeting, you may then withdraw your proxy and vote in person.
This Notice, the accompanying Proxy Statement and form of
proxy are sent to you by order of the Board of Directors.
Cathy E. Webreck
Corporate Secretary
March 14, 1997
<PAGE>
FIRST PHILSON FINANCIAL CORPORATION
534 MAIN STREET
BERLIN, PENNSYLVANIA 15530
PROXY STATEMENT
INTRODUCTION
The Proxy Statement and enclosed form of proxy are being
mailed to the stockholders of First Philson Financial Corporation
(the "Corporation"), on or about March 14, 1997, in connection
with the solicitation of proxies by the Board of Directors of the
Corporation. The proxies will be voted at the Annual Meeting of
the Stockholders to be held on April 15, 1997, at l:30 p.m.,
prevailing time, at the Corporation's principal office, 534 Main
Street, Berlin, Pennsylvania 15530. Proxies may be revoked at
will at any time before they have been exercised by the filing
with the Secretary of the Corporation of an instrument of
revocation, by duly executed proxy bearing a later date or by
appearing at the Annual Meeting and giving notice of intention to
vote in person.
The costs of the solicitation of proxies will be borne by
the Corporation. In addition to the use of the mails, directors
and officers of the Corporation may solicit proxies, without
additional compensation, by telephone or telecopier.
Arrangements may be made by the Corporation with banks, brokerage
houses and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of shares held by
them of record, and the Corporation may reimburse them for
reasonable expense they incur in so doing.
The Corporation's Annual Report for the year ended December
31, 1996, is enclosed with this Proxy Statement. It should not
be regarded as proxy solicitation material.
VOTING SECURITIES
As of the close of business on February 28, 1997 (the
"Record Date"), there were outstanding 435,600 shares of Common
Stock of the Corporation ("Common Stock"), the only class of
capital stock of the Corporation outstanding and entitled to
vote. Only stockholders of record as of the close of business on
the Record Date are entitled to notice of and to vote at the
Annual Meeting. Each such stockholder is entitled to one vote
for each such share held.
BENEFICIAL OWNERSHIP BY CERTAIN PERSONS AND MANAGEMENT
There is set forth below information with respect to the
beneficial ownership, as of the Record Date, of certain persons,
including directors and nominees for director, of shares of the
Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature Percent of Class
- ------------------ ----------------- ----------------
Owner of Ownership <F1><F2>
- ----- ---------------------
<S> <C> <C>
Lewis W. Berkley 3,169 <F*>
Berlin, Pennsylvania
Richard P. Bulow 1,000 <F*>
Somerset, Pennsylvania
Gregory A. Croner <F3> 44,849 10.30
Berlin, Pennsylvania
James E. Croner <F4> 32,458 7.45
Berlin, Pennsylvania
Tommy R. Croner 2,912 <F*>
Berlin, Pennsylvania
Theodore Deskevich <F5> 1,046 <F*>
Somerset, Pennsylvania
George W. Hay <F5> 8,717 2.00
Rockwood, Pennsylvania
George R. Shafer 1,300 <F*>
Somerset, Pennsylvania
Gary W. Sterner 14,000 3.21
Biglerville, Pennsylvania
Earl K. Wahl, Jr. 4,748 1.09
Somerset, Pennsylvania
H. Dean White 1,200 <F*>
Indian Head, Pennsylvania
Officers, Directors and 117,384 26.95
Nominees for Directors
as a Group <F5><F6>
- ----------
<FN>
<F*>Less than l%
<Fl> Each of the identified beneficial owners, including the
officers, directors and nominees for director as a group,
has sole investment and voting power as to all the shares
shown as beneficially owned with the exception of those held
by certain officers, directors and nominees for director
jointly with their spouses or directly by their spouses or
other relative.
<F2> Shares are deemed to be beneficially owned if a person
directly or indirectly has or shares power to vote or
dispose of the shares.
<F3> Includes indirect ownership of 34,405 shares of Common Stock
through corporate ownership interests and family
trusts.
<F4> Includes indirect ownership of 20,620 shares of Common Stock
through corporate ownership.
<F5> Includes 297 shares of Common Stock held in the Employee
Stock Ownership Plan of First Philson Bank, N.A. (the
"Bank") credited to Mr. Hay, 46 shares credited to Mr.
Deskevich and 1,985 shares credited to participating
officers as a group.
<F6> The group consists of fourteen persons, being one officer of
the Corporation and two senior officers of the Bank as of
the Record Date, directors and nominees for director.
</FN>
</TABLE>
2
<PAGE>
Principal Holders of Stock
Except as set forth in the following table, no person is
known to the Corporation's management to own of record or
beneficially 5% or more of the outstanding Common Stock as of the
Record Date:
<TABLE>
<CAPTION>
Common Stock
-----------------------
Amount Percent
Name and Address ------- -------
Beneficial Owner
- ----------------
<S> <C> <C>
First Philson Bank, N.A. 41,212 9.46
Employee Stock Ownership Plan
Berlin, Pennsylvania 15530
Gregory A. Croner <F1> 44,849 10.30
Berlin, Pennsylvania 15530
James E. Croner <F2> 32,458 7.45
Berlin, Pennsylvania 15530
<FN>
<F1> Includes indirect ownership of 34,405 shares of Common Stock
through corporate ownership interests and family trusts.
<F2> Includes indirect ownership of 20,620 shares of Common Stock
through corporate interests.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that
there shall be three classes of directors as nearly equal in
number as possible, each class being elected for a three-year
term and only one class being elected each year beginning in
1985. The total number of directors shall be that number from
time to time determined by a resolution adopted by a majority
vote of the directors then in office or by resolution of the
stockholders at a meeting thereof. There shall be not less than
three directors. The number of directors for 1997 has been set
at 11.
The Board of Directors has nominated Messrs. Lewis W.
Berkley, James E. Croner, Gary W. Sterner and Earl K. Wahl, Jr.
for election as Class III directors for three-year terms to
expire at the 2000 Annual Meeting of Stockholders, or until their
successors are duly elected and qualified. All Class III
directors were elected by the stockholders at the 1994 Annual
Meeting. The remaining seven directors will continue to serve in
accordance with their previous election with the terms of the
Class I and Class II directors expiring in 1998 and 1999,
respectively.
Each stockholder has one vote for each share registered in
his or her name and does not have cumulative voting rights.
Unless authority is withheld as to a particular nominee or as to
all nominees, all proxies will be voted for the nominees listed
below.
3
<PAGE>
It is intended that shares represented by proxies will be
voted for the nominees listed below, each of whom is now a
director of the Corporation and each of whom has expressed his
willingness to serve, or for any substitute nominee or nominees
designated by the Board of Directors in the event any nominee or
nominees become unavailable for election. The four persons
receiving the highest number of votes for Class III directors
will be elected. The Board of Directors has no reason to believe
that any of the nominees will not serve if elected.
In the following tables are set forth as to each of the
nominees for election as Class III directors and as to each of
the continuing Class I and Class II directors his age, principal
occupation and business experience, the period during which he
has served as a director of the Corporation, the Bank or an
affiliate and other business relationships. There are no family
relationships between any of the persons listed below except Mr.
Berkley and Mr. Hay are first cousins, and the Messrs. Croner are
first cousins.
<TABLE>
Nominees For Election As Class III Directors
Terms Expire in 2000
<CAPTION>
Directorship
Name and Principal Director in other
Occupation <F1> Age Since <F2><F3> Reporting Companies
- ------------------ --- -------------- ---------------------
<S> <C> <C> <C>
Lewis W. Berkley 65 1971 None
Owner, Crystal
Springs Farm
James E. Croner 53 1984 None
President, Croner,
Inc. (Coal Operator)
Gary W. Sterner 61 1965 None
Retired Investor
Earl K. Wahl, Jr. 56 1985 None
Private Investor
THE BOARD OF DIRECTORS RECOMMENDS THE ABOVE NOMINEES BE ELECTED.
4
<PAGE>
<CAPTION>
Class II Directors
Terms Expire in 1999
Directorship
Name and Principal Director in other
Occupation <F1> Age Since <F2><F3> Reporting Companies
- ------------------ --- -------------- ---------------------
<S> <C> <C> <C>
Tommy R. Croner 54 1990 Pro Fac Cooperative
President,
T. Rich, Inc.
(family farm
corporation)
George W. Hay 55 1986 None
President and Chief
Executive Officer of
the Corporation and
Bank
George R. Shafer 63 1994 None
Pharmacist - President
Somerset Drug Co., Inc.
<CAPTION>
Class I Directors
Terms Expire in 1998
Directorship
Name and Principal Director in other
Occupation <F1> Age Since <F2><F3> Reporting Companies
- ------------------ --- -------------- ---------------------
<S> <C> <C> <C>
Richard P. Bulow
Registered Securities 59 1994 None
Representative
Gregory A. Croner 45 1985 None
Secretary, Treasurer
Croner, Inc.
(Coal Operator)
Theodore Deskevich 51 1994 None
Treasurer of the
Corporation and
Executive Vice
President and Chief
Financial Officer of
the Bank
H. Dean White 69 1993 None
Retired, Former
School Administrator
5
<PAGE>
<FN>
<F1> All directors and nominees have held the positions indicated
or another senior executive position with the same entity or
one of its affiliates or predecessors for the past five
years.
<F2> Reflects the earlier of the first year as a director of the
Corporation or the Bank or N.B.W.P., Inc. or National Bank
of Western Pennsylvania, predecessors to the Corporation and
the Bank, respectively.
<F3> Messrs. G. Croner and Deskevich, incumbent Class I
directors, were elected by the stockholders at the 1995
Annual Meeting. Messrs. Bulow and White, also incumbent
Class I directors, were elected by the stockholders at the
1996 Annual Meeting. All incumbent Class II directors were
elected by the stockholders at the 1996 Annual Meeting. All
incumbent Class III directors were elected by the
stockholders at the 1994 Annual Meeting.
</FN>
</TABLE>
Board and Committees
The Board of Directors of the Corporation has various
committees including an Executive Committee and an Audit
Committee. During the year 1996, the Board of Directors of the
Corporation held 5 meetings and the Board of Directors of the
Bank held 12 regular meetings. The Audit Committee held 8
meetings, and the Executive Committee 4 meetings. The Executive
and Audit Committees of the Corporation and the Bank comprise the
same persons. Each director attended at least 75% of the
combined total of meetings of the Board of Directors and each
committee of which he was a member.
The Executive Committee possesses and exercises the power of
the Board of Directors when the Board is not in session except
for action required by the full Board pursuant to a statute or
the By-laws and for such duties as are specifically withheld by
the Board of Directors or assigned to other committees. The
Executive Committee is presently comprised of Messrs. Berkley, G.
Croner, T. Croner, Deskevich, Hay, Sterner and White, who also
constitute the Executive Committee of the Bank.
The Audit Committee is responsible for recommending to the
Board of Directors the appointment of an independent public
accountant to audit the books and accounts of the Corporation and
the Bank; reviewing the reports of the Audit Department and the
reports of examination conducted by the bank and bank holding
company regulators and of independent public accountants;
reviewing the adequacy of internal audit and control procedures;
and reporting to the Board of Directors. The Audit Committee is
presently comprised of Messrs. Bulow, G. Croner, J. Croner, T.
Croner and Sterner, who also constitute the Audit Committee of
the Bank.
The Corporation presently does not have a separate
Nominating Committee. The Bank has a Human Resource Committee
consisting of
6
<PAGE>
Messrs. G. Croner, J. Croner, Hay, Shafer, Wahl and White. This
Committee met 4 times in 1996.
EXECUTIVE COMPENSATION
Compensation of Directors
G. Croner, Chairman of Board, receives $750 for each Board
meeting attended. All other Directors are paid $600 for each
Board meeting they attend, and all Directors, except Messrs. Hay
and Deskevich, are paid $75 for each committee meeting they
attend. Messrs. Hay and Deskevich, as officers, are not
compensated for attending committee meetings. A total of
$100,380 was paid as Director's fees in 1996.
Executive Compensation
The following persons are considered to be Executive
Officers of the Corporation by virtue of their position with the
Corporation or the Bank.
<TABLE>
<CAPTION>
Name Age Position Business Experience<F1>
---- --- -------- -------------------
<S> <C> <C> <C>
George W. Hay 55 President and Chief
Executive Officer
of the Corporation
and the Bank
Theodore Deskevich 51 Treasurer of the
Corporation and
Executive Vice
President and
Chief Financial
Officer of the
Bank
Cathy E. Webreck 47 Secretary of the
Corporation and
Secretary of the
Bank
David A. Finui 42 Senior Vice
President
of the Bank
James D. Zimmerman 38 Senior Vice
President
of the Bank
<FN>
<F1> Each of the above persons, except Mr. Zimmerman has held an
executive position with the Corporation or Bank for the past
five years. Prior to 1994, Mr.Zimmerman was a Vice
President of the Bank.
</FN>
</TABLE>
The following table sets forth the cash compensation paid or
to be paid by the Bank for services rendered during 1996 to Mr.
7
<PAGE>
Hay, the Chief Executive Officer. No other officer's
compensation exceeded $100,000. The Corporation pays no salaries
or benefits.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation <F1><F2>
-------------------
<CAPTION>
Name and
Principal All Other Annual
Position Year Salary Bonus Compensation <F3><F4>
- -------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
George W. Hay 1996 $155,000 0 $19,222
Chief Executive 1995 150,000 0 19,306
Officer <F5><F6> 1994 135,000 0 19,092
<FN>
<F1> Information with respect to group life, health,
hospitalization and medical reimbursement plans is not
included as they do not discriminate in favor of officers or
Directors and are available generally to all salaried
employees.
<F2> Does not include amounts attributable to miscellaneous
benefits. In the opinion of management of the Corporation,
the cost of providing such benefits during 1996 did not
exceed the lesser of $50,000 or 10% of Mr. Hay's total
salary and bonus.
<F3> This represents the Bank's contributions to the Bank's Cash-
Op Plan on behalf of Mr. Hay and the premiums paid in each
year for a policy providing additional retirement benefits.
See "Compensation According To Plans - Salary Continuation
Agreement".
<F4> The Corporation has no restricted stock, stock option or
other long-term incentive plans.
<F5> Mr. Hay entered into an Employment Agreement with the Bank
which provides for his salary and bonus, the use of an
automobile and all other benefits offered to all salaried
employees. In the event of a sale or merger of the Bank,
Mr. Hay's compensation will continue for at least five years
after the effective date at compensation and benefits not
less than those being received at the time of the sale or
merger. Mr. Hay may terminate his employment at any time
after the sale or merger, but his compensation will continue
for the period of the Agreement.
<F6> The Bank maintains an Employees Stock Ownership Plan which
is available to all salaried employees. As of the Record
Date, 297 shares of Common stock were allocated to Mr. Hay's
account.
</FN>
</TABLE>
8
<PAGE>
Compensation Committee Report
on Executive Compensation
The Human Resource Committee, acting as a compensation
committee, has the responsibility to recommend to the Bank's
Board of Directors the compensation of the Chief Executive
Officer and other persons who are deemed to be executive officers
of the Bank. The Committee also evaluates performance of
management and considers management successor planning and
related matters. The Committee reviews with the Bank's Board of
Directors all aspects of the compensation of the highest paid
officers.
A salary plan is reviewed for consistency with industry peer
group surveys. The peer group consists of banks within the area
of similar asset size and additional banks elsewhere within the
same asset range. Judgments are made with respect to the value
contributed to the Corporation and the Bank by the various
officer positions, including the Chief Executive Officer.
Individual salary levels are based upon relative importance of
the job and performance of the officers in the position.
As a result of these reviews, salary increases are
determined by the Board of Directors. Management of the Bank
determines salaries and increases for all other officers and
employees based upon performance.
Submitted by Messrs. J. Croner, G. Croner, Hay, Shafer, Wahl and
White.
COMPENSATION ACCORDING TO PLANS
Retirement Plan
All eligible employees of the Bank are covered by an
Employees Retirement Plan. The retirement plan is a non-
contributory, defined benefit pension plan which provides a
normal retirement benefit based on each participant's years of
service with the Bank and the participant's average monthly
compensation, which is defined as the compensation received
during any 60 consecutive months during the last 120 months prior
to retirement, divided by 60, which produces the highest average.
Benefits are equal to one percent of average monthly
compensation multiplied by the full years of credited service to
normal retirement date. Benefits under the retirement plan are
not subject to any deduction for Social Security or other offset
amounts. Directors are not entitled to benefits under the
retirement plan unless they are also active employees of the
Corporation. The following table sets forth the estimated annual
benefits payable to an employee retiring in 1996 under the
retirement plan, reflecting applicable limitations under Federal
tax laws:
9
<PAGE>
<TABLE>
<CAPTION>
Average Annual Years of service at retirement
Base ------------------------------
Compensation 10 20 30 40
- ------------ -- -- -- --
<S> <C> <C> <C> <C>
$60,000 $8,106 $16,212 $24,318 $32,424
80,000 11,406 22,812 34,218 45,624
105,000 15,531 31,062 46,593 62,124
130,000 19,656 39,312 58,968 78,624
155,000 22,956 45,912 68,868 91,824
180,000 22,956 45,912 68,868 91,824
</TABLE>
As of December 31, 1996, Mr. Hay had been credited with 10 years
of service for purposes of the retirement plan.
The approximate accrued benefit at age 65 (or retirement if
later) based on years of credited service is $43,650 for Mr. Hay.
Covered compensation is based on salary shown in the Summary
Compensation Table.
Salary Continuation Agreement
The Bank has entered into a Salary Continuation Agreement
("Agreement") which provides for additional payments to Mr. Hay.
Pursuant to the Agreement, Mr. Hay, upon retirement at age 65,
will receive $4,500 a month from the Bank for the remainder of
his lifetime. This sum shall be reduced by $300 per month for
each year or fraction thereof retirement precedes January 1, 2007
unless termination of employment is by reason of death or
disability. On disability, Mr. Hay will receive full payment as
normal retirement. If death, payment shall be to his beneficiary
in the amount of $3,500 for 180 months. If Mr. Hay should die
after retirement, payments he was receiving will be paid to his
beneficiary until an aggregate of 120 payments are made. If Mr.
Hay is discharged without cause, payments will be made as if he
had taken early retirement. In the event of discharge for cause,
no benefits will be paid.
The Bank has acquired an insurance policy to provide for
performance of its liabilities and pays the premiums for such
policy. Neither Mr. Hay nor his beneficiary have any right in or
claim against the policy.
STOCKHOLDERS RETURN PERFORMANCE
Set forth below is a graph comparing the yearly percentage
change in the cumulative total stockholder return on the
Corporation's Common Stock against the cumulative total return
of S & P Composite 500 Stock Index and the S & P Regional Bank
Index for the five years beginning January 1, 1992 and ending
December 31, 1996.
10
<PAGE>
[Performance graph ommitted.]
[Following is a description of the Performance Graph in tabular
format.]
December 31
1991 1992 1993 1994 1995 1996
Corporation 100 94.59 97.97 125.68 125.00 145.95
S & P 500 100 104.50 118.80 110.10 147.70 177.60
Regional Bank 100 123.50 126.90 115.70 175.50 232.40
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Corporation's
officers, directors and persons owning more than 10% of the
Corporation's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission
("SEC"). Officers, directors and such shareholders are required
by regulation to furnish the Corporation with copies of all
Section 16(a) forms they file. Except as stated above in
"Principal Holders of Stock", the Corporation knows of no person
who owned 10% or more of its Common Stock.
Based upon review of copies of the forms furnished to the
Corporation, the Corporation believes that during 1996 all
Section 16(a) filing requirements were complied with in a timely
manner, except Gregory A. Croner who filed a later report on Form
4 with respect to shares in his father's estate.
11
<PAGE>
TRANSACTIONS WITH MANAGEMENT
Certain directors, nominees and executive officers and/or
their associates were customers of and had transactions with the
Corporation or the Bank during 1996. Transactions which involved
loans or commitments by the Bank were made in the ordinary course
of business and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons and did not
involve more than normal risk of collectability or present other
unfavorable features.
FINANCIAL INFORMATION
A copy of the Corporation's Annual Report to Stockholders
for the year ended December 31, 1996 accompanies the Proxy
Statement. Such Annual Report is not a part of the proxy
solicitation materials.
REQUESTS FOR PRINTED FINANCIAL MATERIAL FOR THE CORPORATION
OR THE BANK - ANNUAL OR QUARTERLY REPORTS, FORMS 10-K AND 10-Q
AND CALL REPORTS - SHOULD BE DIRECTED TO THEODORE DESKEVICH,
TREASURER, 534 MAIN STREET, BERLIN, PA 15530, TELEPHONE (814)
267-4666. UPON WRITTEN REQUEST AND PAYMENT OF A COPYING FEE OF
TEN CENTS A PAGE, THE CORPORATION WILL FURNISH A COPY OF ALL
EXHIBITS TO THE FORM 10-K.
AUDITORS
S. R. Snodgrass, A.C. has audited the Corporation's
financial statements for the fiscal year ended December 31, 1996
and the report on such financial statements appears in the Annual
Report to Stockholders. S. R. Snodgrass, A.C. has been selected
by the Board of Directors to perform an examination of the
consolidated financial statements of the Corporation for the year
ending December 31, 1997.
Representatives of S. R. Snodgrass, A.C. are expected to be
present at the Annual Meeting with the opportunity to make a
statement if they desire to do so and are expected to be
available to respond to appropriate questions.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholder desiring to present a proposal to be
considered at the 1998 Annual Meeting of Stockholders should
submit the proposal in writing to: George W. Hay, President,
First Philson Financial Corporation, 534 Main Street, Berlin, PA
15530 no later than November 15, 1997.
12
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters to be
presented at the meeting. If, however, any other business should
properly come before the meeting, or any adjournment thereof, it
is intended that the proxy will be voted with respect thereto in
accordance with the best judgment of the persons named in the
proxy.
By Order of the Board of Directors
Cathy E. Webreck
Secretary
13
<PAGE>
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS OF
FIRST PHILSON FINANCIAL CORPORATION
The undersigned stockholder(s) of FIRST PHILSON FINANCIAL
CORPORATION, Berlin, Pennsylvania do(es) hereby appoint Tommy R.
Croner and H. Dean White or either one of them my (our) true
attorney(s) with full power of substitution, for me (us) and in
my (our) name(s), to vote all the common stock of said
Corporation standing in my (our) name(s) on its books on February
28, 1997, at the Annual Meeting of Stockholders to be held at the
Corporation's Headquarters Office, 534 Main Street, Berlin,
Pennsylvania 15530, on April 15, 1997, at 1:30 p.m. or any
adjournment(s) thereof as follows:
Mark an "X" in the box below to indicate your vote.
1. Election of Directors:
FOR all nominees listed below WITHHOLD AUTHORITY
(Except as marked to the contrary to vote for all
below) [ ] nominees listed below [ ]
SPECIAL INSTRUCTIONS: To WITHHOLD authority to vote for any
individual nominee(s), draw a line through the nominee's
name(s) below.
Class III Directors for Terms Expiring in 2000
----------------------------------------------
Lewis W. Berkley Gary W. Sterner
James E. Croner Earl K. Wahl, Jr.
2. In accordance with the recommendations of management, to
vote upon such other matters as may properly come before the
meeting or any adjournment thereof.
IN ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED
SHALL BE VOTED IN FAVOR OF ITEM I AND IN ACCORDANCE WITH THE
RECOMMENDATION OF MANAGEMENT WITH RESPECT TO ITEM 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND MAY BE REVOKED PRIOR TO EXERCISE.
This will ratify and confirm all that said attorney(s) may
do or cause to be done by virtue hereof. Said attorney(s)
is (are) hereby authorized to exercise all the power that I
(we) would possess if present personally at said meeting or
any adjournment(s) thereof. I (we) hereby revoke all
proxies by me (us) heretofore given for any meeting of
Stockholders of said Corporation. Receipt is acknowledged
of the Notice and Proxy Statement for said meeting, each
dated March 14, 1997.
<PAGE>
If you plan on attending the meeting in person, please
indicate in the box below.
WILL ATTEND [ ] Number of Shares
--------------
-------------------------------
Signature of Stockholder
-------------------------------
Signature of Stockholder
Dated: Please date and sign exactly as your
------------------- name(s) appear(s) hereon. When
signing as attorney, executor,
administrator, trustee, or guardian,
etc., you should indicate your full
title. If stock is in joint
name(s), each joint owner should
sign.
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ADDRESSED ENVELOPE
