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 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 SPECIAL
MEETING OF
STOCKHOLDERS
AND PROXY
STATEMENT
FIRST PHILSON FINANCIAL CORPORATION
534 Main Street
Berlin, Pennsylvania 15530
To be held October 21, 1997
Mailed to Stockholders September 22, 1997
<PAGE>
FIRST PHILSON
FINANCIAL
CORPORATION
=================================================================
P O Box 220 Berlin Pennsylvania 15530-0220 (814) 267-4666
September 22, 1997
Dear Stockholder:
You will find enclosed the Notice of Meeting, Proxy
Statement and Proxy for a Special Meeting of Stockholders of
First Philson Financial Corporation, which will be held at l:30
p.m. on Tuesday, October 21, 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
George 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 SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its
Board of Directors, a Special 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, October 21, 1997, at l:30 p.m., prevailing time, for the
purpose of considering and voting on the following matters:
l. Amending the Certificate of Incorporation to increase
the number of shares the Corporation shall have the
authority to issue to Ten Million (10,000,000) shares
of Common Stock, par value Two Dollars and Fifty Cents
($2.50).
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 September 2, 1997 shall be entitled to notice of and to vote
at the meeting. A Proxy Statement, a form of proxy and
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
Berlin, Pennsylvania
September 22, 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 September 22, 1997, in
connection with the solicitation of proxies by the Board of
Directors of the Corporation. The proxies will be voted at a
Special Meeting of the Stockholders to be held on Tuesday,
October 21, 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 filing a
duly executed proxy bearing a later date or by appearing at the
Special 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.
VOTING SECURITIES
As of the close of business on September 2, 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
Special Meeting. Each such Stockholder is entitled to one vote
for each such share held.
BENEFICIAL OWNERSHIP BY MANAGEMENT
There is set forth below information with respect to the
beneficial ownership, as of the Record Date, of directors and
directors and officers as a group of shares of the Common Stock.
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<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 and Directors 117,384 26.95
as a Group <F5><F6>
- ----------
<FN>
<F*>Less than l%
<Fl> Each of the identified beneficial owners, including the
officers and directors 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 and directors 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 the directors
and one officer of the Corporation and two senior officers
of the Bank as of the Record Date.
</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. 40,366 9.27
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>
INCREASE IN AUTHORIZED SHARES
Stockholders are being asked to approve the following
Resolution amending the Corporation's Certificate of
Incorporation:
BE IT RESOLVED, that Article Fourth of the Certificate of
Incorporation of this Corporation be amended to read in its
entirety as follows:
"The total number of shares of stock which the
Corporation shall have the authority to issue
is Ten Million (10,000,000) shares, consisting
of one class of common stock having par value
of Two Dollars and Fifty Cents ($2.50) per
share."
Approval of this Resolution will increase the authorized
Common Stock of the Corporation from Five Hundred Thousand
(500,000) shares to Ten Million (10,000,000) shares and change
the par value from Ten Dollars ($10.00) to Two Dollars and Fifty
Cents ($2.50). The Corporation presently has no other authorized
class of stock. There will be no change in the dividend rights,
voting rights, liquidation rights, preemptive rights, or any
other Stockholder rights, or the status of the shares as fully
paid and nonassessable; and no new class will be authorized. The
Corporation will not receive any consideration for additional
shares to be issued. The Board of Directors will remain
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<PAGE>
classified, consisting of three classes each elected for a three-year term.
Immediately upon the effectiveness of the amendment to the
Certificate of Incorporation, certificates presently held by the
Stockholders shall be for the same number of shares of Common
Stock but the par value will be Two Dollars and Fifty Cents
($2.50). In addition, as soon as practicable after the effective
date of the amendment, the Board of Directors will issue to each
Stockholder of record an additional certificate representing
three shares of Common Stock, par value $2.50 for each share of
stock presently held by each Stockholder. As a result, there
will be issued and outstanding a total of 1,742,400 shares of
Common Stock; and each Stockholder will then hold four shares of
Common Stock, par value $2.50, in lieu of one share of presently
issued and outstanding Common Stock, par value $10.00.
The Board of Directors is asking the Stockholders to approve
this amendment increasing the authorized number of shares and
changing par value in order that the Board of Directors may issue
enough additional shares by way of the stock split to qualify the
Common Stock for listing on the American Stock Exchange ("AMEX").
It is the opinion of the Board of Directors that listing of the
Common Stock on AMEX will provide a more stable and active market
for the Common Stock to the benefit of the Corporation and its
Stockholders. Immediately following approval of the amendment
and the issue of additional shares, the Corporation will file a
listing application and registration form with AMEX. Preliminary
discussions have been held with representatives of AMEX; and,
while no assurances can be made that the shares will be accepted
for listing, the Board of Directors is confident that the
Corporation will meet all of the requirements for listing and
registration with AMEX upon the issue of the additional shares as
described above. The listing will not cause any changes in the
rights of Stockholders; but the Corporation will be required to
comply with the rules of AMEX.
The Corporation's Common Stock is presently registered
pursuant to the provisions of Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") and therefore is
subject to other requirements of the Exchange Act, including
periodic reporting (Section 13), proxy solicitation requirements
and tender offer requirements (Section 14) and insider reporting
and trading requirements (Section 16). As a result of the
listing of the Common Stock on AMEX, the Corporation will become
subject to the registration provisions of Section 12(b) of the
Exchange Act; but this will not change the requirements of the
Corporation with respect to periodic reporting, proxy
solicitation or insider reporting and trading except that a copy
of all documents filed with the Securities and Exchange
Commission ("SEC") will be filed with AMEX. The Corporation will
file a registration statement with
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<PAGE>
the SEC reflecting that the Common Stock will be registered
pursuant to Section 12(b). This form will be filed with the SEC
at the same time the listing application and registration form
are filed with AMEX.
The Board of Directors has no present intention to issue any
additional shares other than as described above. The Board of
Directors has the authority, prior to the effectiveness of filing
the amendment with the Secretary of State of Delaware, to
terminate the amendment without further action by the
Stockholders. The Board of Directors has no present intention of
taking such action.
FINANCIAL INFORMATION
The Corporation's Annual Report to Stockholders for the year
ended December 31, 1996 has previously been provided to
Stockholders in connection with the Annual Meeting held on April
15, 1997, and is incorporated herein by reference pursuant to
Rule 14a-101. That report contains all financial information
considered material to the request for approval of the amendment.
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.
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.
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
Corporate Secretary
5
<PAGE>
PROXY FOR SPECIAL 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
September 2, 1997, at the Special Meeting of Stockholders to be
held at the Corporation's Headquarters Office, 534 Main Street,
Berlin, Pennsylvania 15530, on Tuesday, October 21, 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. Approval of amendment to Certificate of Incorporation to
increase the number of shares the Corporation is authorized
to issue to 10,000,000 shares of Common Stock, par value
$2.50.
[ ] For [ ] Against [ ] Abstain
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 September 22, 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
