SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [ ])
[xx] 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))
[xx] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CODORUS VALLEY BANCORP, INC.
(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):
[xx] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[ ] 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>
[LOGO OMITTED]
CODORUS VALLEY BANCORP, INC.
March 27, 1995
DEAR SHAREHOLDER:
It is my pleasure to invite you to attend the 1995 Annual Meeting of
Shareholders of Codorus Valley Bancorp, Inc. to be held on Tuesday, April 25,
1995 at 10:00 a.m., prevailing time. The Annual Meeting this year will be
held at the Holiday Inn Holidome (at West Manchester Mall), White Rose Room,
2000 Loucks Road, York, Pennsylvania 17404.
The Notice of the Annual Meeting and the Proxy Statement on the
following pages address the formal business of the meeting. The formal
business schedule includes: the election of three (3) Class B Directors and
the ratification of the selection of the independent auditors for 1995. At
the meeting, members of the Corporation's management will review the
Corporation's operations during the past year and be available to respond to
questions.
We strongly encourage you to vote your shares, whether or not you plan
to attend the meeting. It is very important that you sign, date and return
the accompanying Proxy as soon as possible, in the postage prepaid envelope.
If you do attend the meeting and wish to vote in person, you must give
written notice thereof to the Secretary of the Corporation so that your Proxy
will be superseded by any ballot that you submit at the meeting.
Sincerely,
/s/ Larry J. Miller
Larry J. Miller, President and
Chief Executive Officer
______________________________________________________________________________
Codorus Valley Bancorp, Inc., 1 Manchester Street, P. O. Box 67, Glen Rock, PA
17327
<PAGE>
CODORUS VALLEY BANCORP, INC.
------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 1995
------------------------------------------------------
TO THE SHAREHOLDERS OF CODORUS VALLEY BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
CODORUS VALLEY BANCORP, INC. (the "Corporation") will be held at 10:00 a.m.,
prevailing time, on Tuesday, April 25, 1995 at the Holiday Inn Holidome (at
West Manchester Mall), White Rose Room, 2000 Loucks Road, York, Pennsylvania
17404, for the following purposes:
1. To elect three (3) Class B Directors to serve for a three-year
term and until their successors are elected and qualified;
2. To ratify the selection of Ernst & Young LLP as the
independent auditors for the Corporation for the year ending December
31, 1995; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
In accordance with the By-laws of the Corporation and action of the
Board of Directors, only those shareholders of record at the close of
business on March 20, 1995 will be entitled to notice of and to vote at the
Annual Meeting and any adjournment or postponement thereof.
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1994 is being mailed with this Notice. Copies of the
Corporation's Annual Report for the 1993 fiscal year may be obtained at no
cost by contacting Larry J. Miller, President and Chief Executive Officer,
One Manchester Street, P.O. Box 67, Glen Rock, Pennsylvania 17327, telephone:
1-800-646-1970.
You are urged to mark, sign, date and promptly return your Proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured. The prompt
return of your signed Proxy, regardless of the number of shares you hold,
will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such Proxy does not affect your right to vote in
person if you attend the meeting and give written notice to the Secretary of
the Corporation.
By Order of the Board of Directors,
/s/ Larry J. Miller
Larry J. Miller, President and
Chief Executive Officer
March 27, 1995
<PAGE>
CODORUS VALLEY BANCORP, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 25, 1995
GENERAL
INTRODUCTION, DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of CODORUS VALLEY BANCORP, INC. (the
"Corporation"), a Pennsylvania business corporation, of proxies to be voted
at the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, April 25, 1995 at 10:00 a.m., prevailing time, at the Holiday Inn
Holidome (at West Manchester Mall), White Rose Room, 2000 Loucks Road, York,
Pennsylvania 17404, and at any adjournment or postponement of the Annual
Meeting.
The principal executive office of the Corporation is located at Peoples
Bank of Glen Rock (the "Bank"), One Manchester Street, P.O. Box 67, Glen
Rock, Pennsylvania 17327. The telephone number for the Corporation is:
1-800-646-1970. All inquiries should be directed to Larry J. Miller,
President and Chief Executive Officer of the Corporation. The Bank is a
wholly-owned subsidiary of the Corporation.
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement and the enclosed form of proxy (the "Proxy") are
first being sent to shareholders of the Corporation on or about March 27,
1995.
Shares represented by proxies on the accompanying Proxy, if properly
signed and returned, will be voted in accordance with the specifications made
thereon by the shareholders. Any Proxy not specifying to the contrary will be
voted FOR the election of the nominees for Class B Director named below and
FOR the ratification of the selection of Ernst & Young LLP as the independent
auditors for the Corporation for the year ending December 31, 1995. Execution
and return of the enclosed Proxy will not affect a shareholder's right to
attend the Annual Meeting and vote in person, after giving written notice to
the Secretary of the Corporation. The cost of preparing, assembling,
printing, mailing and soliciting proxies, and any additional material which
the Corporation may furnish shareholders in connection with the Annual
Meeting, will be borne by the Corporation. In addition to the use of the
mails, certain directors, officers and employees of the Corporation and the
Bank may solicit proxies personally, by telephone, telegraph and telecopier.
Arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries to forward proxy solicitation material to the
beneficial owners of stock held of record by these persons, and, upon request
therefor, the Corporation will reimburse them for their reasonable forwarding
expenses.
REVOCABILITY OF PROXY
A shareholder who returns a Proxy may revoke the Proxy at any time
before it is voted only: (1) by giving written notice of revocation to Dallas
L. Smith, Secretary of Codorus Valley Bancorp, Inc., at One Manchester
Street, P.O. Box 67, Glen Rock, Pennsylvania 17327; (2) by executing a
later-dated proxy and giving written notice thereof to the Secretary of the
Corporation; or (3) by voting in person after giving written notice to the
Secretary of the Corporation.
VOTING SECURITIES, RECORD DATE AND QUORUM
At the close of business on March 20, 1995, the Corporation had
outstanding 948,621 shares of common stock, par value $2.50 per share, the
only issued and outstanding class of stock (the "Common Stock"). The
Corporation has 1,000,000 shares of preferred stock, par value $2.50 per
share, authorized. As of March 20, 1995, none of the shares of preferred
stock were issued.
Only holders of Common Stock of record at the close of business on March
20, 1995 will be entitled to notice of and to vote at the Annual Meeting.
Cumulative voting rights do not exist with
1
<PAGE>
respect to the election of directors. On all matters to come before the
Annual Meeting, each share of Common Stock is entitled to one vote.
Under Pennsylvania law and the By-laws of the Corporation, the presence
of a quorum is required for each matter to be acted upon at the Annual
Meeting. Pursuant to Article 3, Section 3.1, of the By-laws of the
Corporation, the presence, in person or by proxy, of shareholders entitled to
cast at least a majority of the votes which all shareholders are entitled to
cast shall constitute a quorum for the transaction of business at the Annual
Meeting. Votes withheld and abstentions will be counted in determining the
presence of a quorum for the particular matter. Broker non-votes will not be
counted in determining the presence of a quorum for the particular matter as
to which the broker withheld authority.
Assuming the presence of a quorum, the three nominees for director
receiving the highest number of votes cast by shareholders entitled to vote
for the election of directors shall be elected. Votes withheld from a nominee
and broker non-votes will not be cast for such nominee.
Assuming the presence of a quorum, the affirmative vote of a majority of
all votes cast by shareholders is required for the ratification of the
selection of independent auditors. Abstentions and broker non-votes are not
deemed to constitute "votes cast" and therefore do not count either for or
against such ratification. Abstentions and broker non-votes, however, have
the practical effect of reducing the number of affirmative votes required to
achieve a majority for such matter by reducing the total number of shares
voted from which the required majority is calculated.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
PRINCIPAL OWNERS
The following table sets forth, as of March 20, 1995, the name and
address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than five percent (5%) of the
Corporation's outstanding Common Stock, the number of shares beneficially
owned by such person and the percentage of the Corporation's outstanding
Common Stock so owned.
Percent of
Shares Outstanding
Beneficially Common Stock
Name and Address Owned Beneficially Owned
PBT Company 70,217 (1) 7.39%
Peoples Bank of Glen Rock
Trust Department
120 Pine Grove Commons
York, Pennsylvania 17403
- ------------------
(1) 46,919 shares of Common Stock beneficially owned by the Bank are held by
Peoples Bank of Glen Rock Trust Department (the "Trust Department") in
its fiduciary capacity. The Trust Department has sole voting and
dispositive power over these shares of Common Stock. 16,222 shares of
Common Stock beneficially owned by the Bank are held by the Trust
Department in one trust account which provides for the Bank to exercise
sole dispositive power. The Trust Department has shared voting power over
these shares of Common Stock. 2,041 shares of Common Stock beneficially
owned by the Bank are held by the Trust Department in one agency account
which provides for the Bank to exercise sole voting power. The Trust
Department has no dispositive power over these shares of Common Stock.
5,035 shares of Common Stock beneficially owned by the Bank are held by
the Trust Department as custodian for seven IRA accounts; the Investment
Management Agreement for these accounts provides the Bank with both sole
dispositive and sole voting powers. The Bank's Trust Department intends
to cast all shares under its control FOR the election of the nominees for
director named below and FOR the ratification of Ernst & Young LLP as the
independent auditors for the Corporation.
2
<PAGE>
BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES
The following table sets forth as of March 20, 1995, the amount and
percentage of the Common Stock beneficially owned by each director, each
nominee and all officers, directors and nominees of the Corporation as a
group.
Amount and
Nature of
Name of Individual Beneficial Percent
or Identity of Group Ownership (1)(2)(3) of Class(7)
D. Reed Anderson, Esq.(6) 375 --
M. Carol Druck(5) 450(8) --
MacGregor S. Jones(6) 1,409 --
Barry A. Keller(5) 13,870 1.46%
Rodney L. Krebs(4) 1,669 --
Larry J. Miller(6) 3,503(9) --
Dallas L. Smith(4) 1,665 --
George A. Trout, D.D.S.(4) 16,871(10) 1.78%
Donald H. Warner(5) 210 --
All Officers, Directors and Nominees as a Group
(10 persons) 40,078 4.22%
- ------------------
(1) Does not include Common Stock held in fiduciary accounts under the
control of the Bank's Trust Department.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same home,
as well as securities to which the individual has, or shares, voting or
investment power or has the right to acquire beneficial ownership within
60 days after March 20, 1995. Beneficial ownership may be disclaimed as
to certain of the securities.
(3) Information furnished by the directors and the Corporation.
(4) A Class A Director whose term expires in 1997.
(5) A Nominee for Class B Director whose term expires in 1998 and a Current
Class B Director whose term expires in 1995.
(6) A Class C Director whose term expires in 1996.
(7) Less than one percent (1%) unless otherwise indicated.
(8) Includes 112 shares of Common Stock held individually by Mrs. Druck and
338 shares of Common Stock held jointly with her spouse.
(9) Includes 539 shares of Common Stock held individually by Mr. Miller,
2,483 shares of Common Stock held jointly with his spouse, 77 shares of
Common Stock held jointly with his mother, 202 shares of Common Stock
held jointly with his daughter, and 202 shares of Common Stock held
jointly with his son.
(10) Includes 447 shares of Common Stock held individually by Dr. Trout and
16,424 shares of Common Stock held jointly with his spouse.
3
<PAGE>
ELECTION OF DIRECTORS
The By-laws of the Corporation provide that the Corporation's business
shall be managed by its Board of Directors. Section 10.2 of the By-laws
provides that the number of directors that shall constitute the whole Board
of Directors shall not be less than five nor more than twenty-five and that
the Board of Directors shall be classified into three classes, each class to
be elected for a term of three years. Within the foregoing limits, the Board
of Directors may, from time to time, fix the number of directors and their
respective classifications. No person shall be elected as a director who has
not attained the age of twenty-one (21) years. No person shall serve as a
director after he or she has attained the age of seventy (70) years. Each
director shall also hold solely in his or her name at least one hundred (100)
shares of Common Stock, which shares shall be free of any liens or other
forms of encumbrances. The Board of Directors has fixed the number of Board
members at nine, with three directors in each class. Pursuant to Section 11.1
of the By-laws, vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than
a quorum, and each person so appointed shall be a director until the
expiration of the term of office of the class of directors to which he or she
was appointed.
In accordance with Section 10.3 of the By-laws, at the 1995 Annual
Meeting of Shareholders, three (3) Class B Directors shall be elected to
serve for a three-year term and until their successors are elected and
qualified. Therefore, the By-laws provide for a classified Board of Directors
with staggered three-year terms of office.
Unless otherwise instructed, the Proxyholders will vote the Proxies
received by them for the election of the three nominees named below. If any
nominee should become unavailable for any reason, Proxies will be voted in
favor of a substitute nominee as the Board of Directors of the Corporation
shall determine. The Board of Directors has no reason to believe that the
nominees named will be unable to serve, if elected.
There is no cumulative voting for the election of directors. Each share
of Common Stock is entitled to cast only one vote for each nominee. For
example, if a shareholder owns ten shares of Common Stock, he or she may cast
up to ten votes for each of the three directors in the class to be elected.
4
<PAGE>
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
executive officers, nominees for Class B Director whose terms expire in 1998
and the Current Class B Directors whose terms expire in 1995, and the Class
C Directors and Class A Directors whose terms expire in 1996 and 1997,
respectively:
<TABLE>
DIRECTOR
AGE AS OF PRINCIPAL OCCUPATION FOR SINCE
MARCH 20, PAST FIVE YEARS AND POSITION CORPORATION/
NAME 1995 HELD WITH CORPORATION AND BANK BANK
- ------------------------------------------ --------------- ------------------------------------------ -------------
NOMINEES FOR
CLASS B DIRECTOR
WHOSE TERMS EXPIRE IN 1998
AND
CURRENT CLASS B DIRECTORS
WHOSE TERMS EXPIRE IN 1995
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <S> <C>
Barry A. Keller(1) 61 Insurance Broker/Consultant; Vice Chairman 1986/1977
of the Corporation since January 1994;
Secretary of the Corporation November 1988
-January 1994; Chairman of the Bank since
January 1994
M. Carol Druck(2) 46 President of Druck Realty, Inc. d/b/a 1988/1988
RE/MAX Advantage Realty; Realtor/Broker;
Assistant Secretary of the Corporation
since April 1990; Assistant Treasurer of
the Corporation since January 1994
Donald H. Warner(1)(3) 56 President, Warner Services, Inc. (moving 1990/1990
and storage company); Vice President of
the Corporation since January 1993
CLASS C DIRECTORS
WHOSE TERMS EXPIRE IN 1996
- ----------------------------------------------------------------------------------------------------------------------
D. Reed Anderson, Esq.(3) 52 Attorney at Law, Stock and Leader 1994/1994
MacGregor S. Jones(1)(2) 49 President, Mac Jones Ford, Inc.; Assistant 1993/1993
Secretary of the Corporation since January
1994
Larry J. Miller(1)(4) 43 Commercial Banker; President and Chief 1986/1981
Executive Officer of the Corporation since
1986 and of the Bank since 1981
</TABLE>
5
<PAGE>
<TABLE>
DIRECTOR
AGE AS OF PRINCIPAL OCCUPATION FOR SINCE
MARCH 20, PAST FIVE YEARS AND POSITION CORPORATION/
NAME 1995 HELD WITH CORPORATION AND BANK BANK
- ------------------------------------------ --------------- ------------------------------------------ -------------
CLASS A DIRECTORS
WHOSE TERMS EXPIRE IN 1997
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <S> <C>
Dallas L. Smith(4) 49 President, Bruce V. Smith, Inc. (furniture 1986/1983
and appliances); Secretary of the
Corporation since January 1994; Assistant
Treasurer and Assistant Secretary of the
Corporation November 1988 - January 1994;
Treasurer of the Corporation 1986 -
November 1988
George A. Trout, D.D.S.(1)(2) 60 Dentist; Chairman of the Corporation since 1986/1975
January 1994; Vice Chairman of the
Corporation January 1993 - January 1994;
Vice President of the Corporation November
1988 - January 1993; Vice Chairman of the
Bank since 1992
Rodney L. Krebs(3) 54 President, Springfield Contractors, Inc.; 1988/1988
Treasurer of the Corporation since
February 1990
</TABLE>
- ------------------
(1) Member of the Bank's Executive Committee. This committee is authorized to
meet at the call of an officer, primarily to take action regarding the
purchase and sale of securities and to pass on loans presented for
discount between regular meetings of the Board of Directors. This
committee did not meet in 1994. All matters of this committee were
considered by the entire Board of Directors. Mr. Barry A. Keller is
Chairman of the Executive Committee.
(2) Member of the Bank's Audit Committee. The Audit Committee has as its
primary functions the recommendation of an outside auditor for each
fiscal year and the oversight of the Bank's audit function. This
committee is also the source for reports concerning factual conflicts of
interest, reviews circumstances regarding conflicts of interest and
reports same to the full Board of Directors, if necessary. This committee
met three (3) times in 1994. Mrs. M. Carol Druck is Chairperson of the
Audit Committee.
(3) Member of the Bank's Trust and Investment Services Committee. This
committee makes recommendations and supervises the operation of the Trust
and Investment Services Department. The committee usually meets the last
Tuesday of each month. There were ten (10) meetings of the Trust and
Investment Services Committee in 1994. Mr. Rodney L. Krebs is Chairman of
the Trust and Investment Services Committee.
(4) Members of the Bank's Asset Liability Committee (ALCO). This committee
met seven (7) times in 1994 to review asset and liability management of
the Bank. Other members of the committee include the following bank
officers: Mr. Dennis H. Engle, Mr. Timothy E. Senft and Mr. Jann Allen
Weaver. Mr. Larry J. Miller is Chairman of the committee.
The aforementioned committees are committees of the Bank and not the
Corporation.
During 1994, the Bank's Board of Directors held thirty-four (34)
meetings and the Corporation's Board of Directors held seven (7) meetings.
Each of the Directors attended at least 75% of the combined total number of
meetings of the Corporation's and the Bank's Boards of Directors and the
committees of which he or she is a member, with the exception of Mr. Donald
H. Warner.
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<PAGE>
The Board of Directors of the Corporation has at present no standing
committees. The Corporation does not have a compensation or a nominating
committee. A shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director should
submit a proposal in writing to the Secretary of the Corporation in
accordance with Section 10.1 of the Corporation's By-laws. Any shareholder
who intends to nominate any candidate for election to the Board of Directors
must notify the Secretary of the Corporation in writing not less than ninety
(90) days prior to the date of any meeting of shareholders called for the
election of directors.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Corporation's officers and directors, and persons who own more
than ten percent (10%) of the registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC"). Officers, directors and greater
than ten percent (10%) shareholders are required by SEC regulation to furnish
the Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5
were required for those persons, the Corporation believes that during the
period January 1, 1994 through December 31, 1994, its officers and directors
were in compliance with all filing requirements applicable to them.
EXECUTIVE COMPENSATION
Shown below is information concerning the annual compensation for
services in all capacities to the Corporation and the Bank for the fiscal
years ended December 31, 1994, 1993 and 1992 of those persons who were, at
December 31, 1994, (i) Chief Executive Officer, and (ii) the other four most
highly compensated executive officers of the Corporation and the Bank to the
extent such persons' total annual salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
LONG-TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------------- --------------------------------
(A) (B) (C) (D) (E) (F) (G)
OTHER
ANNUAL RESTRICTED
COMPEN- STOCK OPTIONS/
SALARY BONUS SATION AWARD(S) SARS
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#)
- --------------------------------- --------- --------- ----------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Larry J. Miller 1994 133,057 0 0 0 0
President and Chief 1993 129,807 7,500 0 0 0
Executive Officer of the 1992 128,923 7,500 0 0 0
Corporation and the Bank
PAYOUTS
-------------
(A) (H) (I)
ALL OTHER
LTIP COMPEN-
PAYOUTS SATION
NAME AND PRINCIPAL POSITION ($) ($)(1)(2)
- --------------------------------- ------------- -----------
Larry J. Miller 0 3,127
President and Chief 0 2,648
Executive Officer of the 0 1,872
Corporation and the Bank
</TABLE>
- ------------------
(1) Includes Bank contributions to 401(k) Plan of $2,411 for 1994, $1,950 for
1993 and $1,311 for 1992.
(2) Includes Life Insurance Premiums amounting to $716 for 1994, $698 for
1993 and $561 for 1992. Group term life insurance is provided to all
regular full-time employees after completion of their probationary period
at three times their annual salary.
7
<PAGE>
RETIREMENT PLAN
The Corporation does not have a retirement or pension plan. The Bank,
however, maintains a retirement plan (the "Plan") for officers and employees.
All officers and employees who meet the service requirements are eligible for
the Plan after the first full year of service with the Bank. At the present
time, there are one hundred nineteen (119) persons enrolled in the Plan.
Normal retirement age is sixty-five (65) years. During 1994, the Corporation
recognized an expense of $32,974 for financial reporting purposes.
Under the Plan, retirement benefits are based on the average annual
earnings for the highest ten consecutive years (prior to retirement),
multiplied by the number of years of service, multiplied by one (1%) percent.
Based on the preceding formula, projected annual retirement benefits are set
forth below.
<TABLE>
TOTAL PROJECTED YEARS OF SERVICE
AVERAGE ANNUAL EARNINGS FOR -----------------------------------------------------
HIGHEST TEN CONSECUTIVE YEARS 15 20 25 30 35
- ---------------------------------------- --------- --------- --------- --------- ---------
<C> <C> <C> <C> <C> <C>
$ $ $ $ $ $
50,000 7,500 10,000 12,500 15,000 17,500
75,000 11,250 15,000 18,750 22,500 26,250
100,000 15,000 20,000 25,000 30,000 35,000
125,000 18,750 25,000 31,250 37,500 43,750
150,000 22,500 30,000 37,500 45,000 52,500
175,000 26,250 35,000 43,750 52,500 61,250
</TABLE>
The compensation covered by the Plan for Mr. Larry J. Miller, President
and Chief Executive Officer of the Corporation and the Bank, is $133,057.
This amount corresponds to the sum of salary and bonus presented in the
Summary Compensation Table. The years of credited service under the Plan, as
of March 20, 1995 for Mr. Miller is twenty-four (24) years.
401(K) PLAN
The Bank maintains a defined contribution - profit sharing 401(K) Plan
effective in 1991 (the "Plan"). The Plan Sponsor is Peoples Bank of Glen
Rock. The Plan is administered by a committee designated by the Plan
Sponsor. Larry J. Miller, President and Chief Executive Officer of the
Corporation and the Bank, and Bruce A. Lamborne, Vice President and Trust
Officer of the Bank, are the Plan Trustees. The Plan is subject to certain
laws and regulations pursuant to the Internal Revenue Code and participants
are entitled to certain rights and protection under the Employee Retirement
Income Security Act of 1974.
To be eligible to become a participant in the Plan, an employee is
required to work one year during which the employee completed 1,000 hours of
service and attained the age of 21. An eligible employee may elect to
contribute certain portions of salary, wage, bonus (other than year end
bonus), or other direct remuneration to the Plan. Generally, eligible
employees may not contribute more than 20% of such compensation. The Bank
matches a certain percentage of the employee's contribution. In 1992, the
Bank matched 40% of the first 6% of the employee's contribution; in 1993, the
Bank matched 50% of the first 6% of the employee's contribution; and in 1994,
the Bank matched 50% of the first 6% of the employee's contribution. The
Bank's contributions to the Plan for each participant vest in three years.
The employee's contributions to the Plan vest immediately.
EMPLOYMENT CONTRACT
During 1993, the Corporation, the Bank and Mr. Larry J. Miller,
President and Chief Executive Officer of the Corporation and the Bank,
entered into an employment agreement for a term of three (3) years, which
term renews automatically for an additional twelve months at the end of each
calendar year unless the Corporation and Bank provide written notice to Mr.
Miller of non-renewal. The agreement specifies Mr. Miller's position and
duties, compensation and benefits, and indemnification and termination
provisions. The agreement also contains a non-competition provision and a
confidentiality provision.
8
<PAGE>
Under the terms of his employment agreement, Mr. Miller serves as the
President and Chief Executive Officer of the Corporation and the Bank and as
a member of the Boards of Directors of the Corporation and the Bank. Mr.
Miller is entitled to an annual direct salary of $125,000 per year which may
be increased in subsequent years as the Board of Directors deems appropriate.
In addition, the Boards of Directors of the Corporation and the Bank may
provide for payment of a periodic bonus if such bonus is deemed appropriate
by the Boards of Directors. Mr. Miller is not entitled to receive director's
fees or other compensation for serving on the Corporation's and the Bank's
Boards of Directors or committees thereof. Mr. Miller is also entitled to
receive the customary employee benefits made available by the Bank to its
employees and use of a Bank vehicle.
The agreement with Mr. Miller also provides that if his employment is
terminated by the Corporation or the Bank, due to death, disability or for
cause (as defined therein), then he is entitled to the full annual direct
salary through the date of termination. If Mr. Miller's employment is
terminated by the Corporation or the Bank other than pursuant to death,
disability or for cause (as defined therein), then he is entitled to his full
annual direct salary from the date of termination through the last day of the
term of the agreement, or his current annual direct salary, whichever is
greater. If Mr. Miller terminates his employment for good reason (as defined
therein), then he is entitled to an amount equal to his direct annual salary.
If Mr. Miller's employment is terminated as a result of a change in control
(as defined therein), then he is entitled to his full annual direct salary
from the date of change of control (as defined therein) through the last day
of the term of the agreement, or an amount equal to his current annual direct
salary, whichever is greater.
COMPENSATION OF DIRECTORS
During 1994, non-employee Bank directors received Two Hundred Fifty
Dollars ($250.00) for each Directors' regular or special meeting attended,
Seventy Five Dollars ($75.00) per hour for each committee meeting attended,
and a monthly retainer of Five Hundred Dollars ($500.00). The Chairman of the
Bank's Board of Directors received a monthly retainer of Six Hundred Dollars
($600.00). In addition, the Bank pays life insurance premiums on behalf of
the non-employee Bank directors which amounted to $6,104 in 1994. In the
aggregate, the Board of Directors received $109,144 for all Board of
Directors' meetings and committee meetings attended in 1994, including all
fees and premiums paid to and on behalf of all non-employee Bank directors in
1994.
Directors received no remuneration for attendance at the meetings of the
Board of Directors of the Corporation.
CERTAIN TRANSACTIONS
There have been no material transactions between the Corporation and the
Bank, nor any material transactions proposed, with any director or executive
officer of the Corporation and the Bank, or any associate of the foregoing
persons. The Corporation and the Bank have had and intend to continue to have
banking and financial transactions in the ordinary course of business with
directors and officers of the Corporation and the Bank and their associates
on comparable terms and with similar interest rates as those prevailing from
time to time for other customers of the Corporation and the Bank.
Total loans outstanding from the Corporation and the Bank at December
31, 1994, to the Corporation's and the Bank's officers and directors as a
group and to members of their immediate families and companies in which they
had an ownership interest of 10% or more was $3,731,710, or approximately 21%
of the total equity capital of the Bank. Loans to such persons were made in
the ordinary course of business, were made 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 the
normal risk of collectibility or present other unfavorable features. The
largest aggregate amount of indebtedness outstanding at any time during
fiscal year 1994 to officers and directors of the Corporation and the Bank as
a group was $5,242,796. The aggregate amount of indebtedness outstanding as
of the latest practicable date, February 21, 1995, to the above described
group was $3,771,256.
9
<PAGE>
PRINCIPAL OFFICERS OF THE CORPORATION
The following table sets forth selected information about the principal
officers of the Corporation, each of whom is elected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:
<TABLE>
BANK NUMBER OF SHARES AGE AS OF
HELD EMPLOYEE BENEFICIALLY MARCH 20,
NAME AND POSITION SINCE SINCE OWNED 1995
- --------------------------------------------------- --------- ----------- ----------------- ---------------
<S> <C> <C> <C> <C>
George A. Trout, D.D.S. -- 1994 (1) 16,871 60
Chairman of the Board
Barry A. Keller -- 1994 (1) 13,870 61
Vice Chairman of the Board
Larry J. Miller -- 1986 1971(2) 3,503 43
President and Chief Executive Officer
Donald H. Warner -- 1993 (1) 210 56
Vice President
Dallas L. Smith -- 1994 (1) 1,665 49
Secretary
Rodney L. Krebs -- 1990 (1) 1,669 54
Treasurer
Jann Allen Weaver -- 1991 1986 56(3) 45
Assistant Treasurer
</TABLE>
- ------------------
(1) Messrs. Trout, Keller, Warner, Smith and Krebs are not employees of the
Bank.
(2) Mr. Miller has been employed by the Bank for the past 24 years and for
the last 14 years as President and Chief Executive Officer.
(3) The shares of Common Stock beneficially owned by Mr. Weaver are held
jointly with his spouse.
10
<PAGE>
PRINCIPAL OFFICERS OF THE BANK
The following table sets forth selected information about the principal
officers of the Bank, each of whom is elected by the Board of Directors and
each of whom holds office at the discretion of the Board of Directors:
<TABLE>
BANK NUMBER OF SHARES AGE AS OF
OFFICE AND POSITION HELD EMPLOYEE BENEFICIALLY MARCH 20,
NAME WITH THE BANK SINCE SINCE OWNED 1995
- -------------------------- ---------------------------------- --------- ----------- ----------------- ---------------
<S> <S> <C> <C> <C> <C>
Barry A. Keller Chairman of the Board 1994 (1) 13,870 61
Larry J. Miller President and Chief Executive 1981 1971 3,503 43
Officer
Dennis H. Engle Executive Vice President and Chief 1992 1992 10(2) 43
Lending Officer
Jann Allen Weaver Senior Vice President and Chief 1989 1986 56 45
Financial Officer
Timothy E. Senft Vice President/Cashier and Chief 1989 1980 120 36
Operations Officer
Karl J. Boehringer Vice President/Commercial Services 1994 1994 0 52
Robin D. Cannon Vice President/Auditor 1994 1985 113 32
A. Holly Clark Vice President/Consumer Services 1993 1993 0 36
Bruce A. Lamborne Vice President/Trust and 1989 1988 0 48
Investment Services
Connie E. Sohnleitner Vice President/Human Resource 1994 1989 10(4) 40
Manager
Todd A. Tyson Vice President/Branch 1989 1978 232(3) 34
Administration and Marketing
Barbara J. Myers Secretary 1990 1986 0 46
</TABLE>
- ------------------
(1) Mr. Keller is not an employee of the Bank.
(2) The shares of Common Stock beneficially owned by Mr. Engle are held
jointly with his spouse.
(3) Includes 119 shares of Common Stock held individually by Mr. Tyson and
113 shares of Common Stock held jointly with his spouse.
(4) The shares of Common Stock beneficially owned by Ms. Sohnleitner are held
with her spouse.
RATIFICATION OF INDEPENDENT AUDITORS
Unless instructed to the contrary, it is intended that votes will be
cast pursuant to the proxies for the ratification of the selection of Ernst
& Young LLP as the Corporation's independent auditors for its 1995 fiscal
year. The Corporation has been advised by Ernst & Young LLP that none of its
members has any financial interest in the Corporation. Ratification of Ernst
& Young LLP will require the affirmative vote of a majority of the shares of
Common Stock represented in person or by proxy at the Annual Meeting. Ernst
& Young LLP served as the Corporation's independent auditors for the 1994
fiscal year, assisted the Corporation and the Bank with preparation of their
federal and state tax returns, and provided assistance in connection with
regulatory matters, charging the Bank for such services at
11
<PAGE>
its customary hourly billing rates. These non-audit services were approved by
the Corporation's and the Bank's Boards of Directors after due consideration
of the effect of the performance thereof on the independence of the auditors
and after the conclusion by the Corporation's and the Bank's Boards of
Directors that there was no effect on the independence of the auditors.
In the event that the shareholders do not ratify the selection of Ernst
& Young LLP as the Corporation's independent auditors for the 1995 fiscal
year, another accounting firm may be chosen to provide independent audit
services for the 1995 fiscal year. The Board of Directors recommends that the
shareholders vote FOR the ratification of the selection of Ernst & Young LLP
as the independent auditors for the Corporation for the year ending December
31, 1995.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year ended
December 31, 1994 is enclosed with this Proxy Statement. A representative of
Ernst & Young LLP, the accounting firm which examined the financial
statements in the Annual Report, will attend the meeting. The representative
will have the opportunity to make a statement, if he desires to do so, and
will be available to respond to any appropriate questions concerning the
Annual Report presented by shareholders at the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit
a proposal for inclusion in the Corporation's Proxy Statement for its 1996
Annual Meeting of Shareholders must deliver such proposal in writing to the
President of Codorus Valley Bancorp, Inc. at its principal executive offices,
One Manchester Street, Glen Rock, Pennsylvania 17327, not later than
Wednesday, November 29, 1995.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the accompanying Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it
is the intention of the persons named in the accompanying Proxy to vote on
such matters in accordance with their best judgment.
ADDITIONAL INFORMATION
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE CORPORATION'S
REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1994, INCLUDING
THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY BE OBTAINED, WITHOUT CHARGE,
FROM JANN ALLEN WEAVER, ASSISTANT TREASURER, CODORUS VALLEY BANCORP, INC.,
ONE MANCHESTER STREET, P.O. BOX 67, GLEN ROCK, PENNSYLVANIA 17327.
12
<PAGE>
CODORUS VALLEY BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Dallas L. Darr and
Mildred L. Lackey and each or any of them, proxies of the undersigned, with
full power of substitution, to vote all of the shares of Codorus Valley
Bancorp, Inc. (the "Corporation") that the undersigned may be entitled to
vote at the Annual Meeting of Shareholders of the Corporation to be held at
the Holiday Inn Holidome (at West Manchester Mall), White Rose Room, 2000
Loucks Road, York, Pennsylvania 17404 on Tuesday, April 25, 1995 at 10:00
a.m., prevailing time, and at any adjournment or postponement thereof as
follows:
1. ELECTION OF CLASS B DIRECTORS TO SERVE FOR A THREE-YEAR TERM
Barry A. Keller, M. Carol Druck, Donald H. Warner
[ ] FOR all nominees listed above [ ] WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed above.
contrary below).
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
________________________________________
2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT
AUDITORS FOR THE CORPORATION FOR THE YEAR ENDING DECEMBER 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
Dated: _____________ , 1995
___________________________
___________________________
Signature(s) (Seal)
Number of Shares Held of Record on March 20, 1995 __________________
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER
SHOULD SIGN.
<PAGE>
