<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
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
[_] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CENTURY 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] $125 per Exchange Act Rules 0-11(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 0-11.
(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 0-11 (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
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF CENTURY FINANCIAL CORPOATION]
CENTURY FINANCIAL CORPORATION
Rochester, Pennsylvania 15074
March 25, 1996
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 29, 1996
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of Century
Financial Corporation will be held at the Beaver Valley Country Club, Patterson
Heights, Beaver Falls, Pennsylvania, on Monday, April 29, 1996, at 11:00 A.M.,
for the purpose of considering and voting upon the following:
1. ELECTION OF DIRECTORS. Election of four persons to serve as directors
for a term expiring at the annual meeting of shareholders in 1999.
2. RATIFICATION OF APPOINTMENT OF PUBLIC ACCOUNTANTS. Ratification of
appointment of independent public accountants to audit the financial
statements of the Corporation and its subsidiary for the 1996 fiscal
year.
3. OTHER BUSINESS. Whatever other business may be brought before the
meeting or any adjournment thereof.
Only those shareholders of record at the close of business on March 8, 1996 will
be entitled to notice of and to vote at the meeting.
There are enclosed herewith a Proxy Statement and form of Proxy. We urge you to
sign and return the Proxy as promptly as possible whether or not you plan to
attend the meeting in person. If you do attend the meeting, you may then
withdraw your Proxy. In any event, you may revoke your Proxy prior to its
exercise.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joseph N. Tosh II
Joseph N. Tosh II
President and Chief Executive Officer
JNT II:ajr
<PAGE>
PROXY STATEMENT
for
Annual Meeting of Shareholders
CENTURY FINANCIAL CORPORATION
One Century Place
Rochester, Pennsylvania 15074
GENERAL INFORMATION
The enclosed Proxy is being solicited by the Board of Directors of Century
Financial Corporation (the "Corporation") for use at the Annual Meeting of
Shareholders of the Corporation to be held Monday, April 29, 1996 at 11:00 A.M.
at the Beaver Valley Country Club, Patterson Heights, Beaver Falls, Pennsylvania
and for use at any adjournment or adjournments thereof.
The Proxy may be revoked at any time prior to its exercise by written
notice of revocation sent to the Secretary of the Corporation at the above
address, or by a duly executed Proxy bearing a later date, provided such notice
or later Proxy is received prior to the meeting. Shareholders who attend the
meeting may withdraw their Proxy and vote in person.
The costs of solicitation of Proxies will be borne by the Corporation. In
addition to the use of the mails, directors and officers may solicit Proxies,
without additional compensation, by telephone, telegraph or personal interview.
Arrangements may be made by the Corporation with banks, brokerage houses and
other custodians, nominees and fiduciaries to forward solicitation material to
beneficial owners held by them of record, and the Corporation may reimburse them
for reasonable expenses they incur in so doing.
The close of business on March 8, 1996 has been fixed as the record date
for the determination of Shareholders entitled to notice of and to vote at the
Annual Meeting. As of that date the Corporation had outstanding 3,376,984
shares of Century Financial Corporation Common Stock. Holders of Common Stock
are entitled to one vote for each share of Common Stock held. Under the
Company's Articles, the Shareholders do not have cumulative voting rights in the
election of directors.
The Corporation is a Pennsylvania business corporation and is registered
with the Federal Reserve Board as a bank holding company. Its wholly-owned
subsidiary is Century National Bank and Trust Company.
The Annual Report to Shareholders for the fiscal year ended December 31,
1995, is enclosed with this Proxy Statement. It should not be regarded as Proxy
solicitation material.
1
<PAGE>
PRINCIPAL BENEFICIAL OWNERS OF COMMON STOCK
-------------------------------------------
As of February 26, 1996, there were no shareholders of the Corporation of
record or known by the Board of Directors to be the beneficial owner of more
than 5% of the Corporation's Common Stock.
As of February 26, 1996, the Trust Department of the Bank held, in various
fiduciary capacities, 72,972 shares of the Corporation's Common Stock.
Management does not exercise voting power over these shares.
Under the proxy rules of the Securities and Exchange Commission ("SEC"), a
person who directly or indirectly has or shares voting power and/or investment
power with respect to a security is considered as a beneficial owner of the
security. Investment power includes the power to dispose of or to direct the
disposition of shares. Shares as to which voting power and/or investment power
may be acquired within 60 days are also considered as beneficially owned under
these proxy rules.
The following table sets forth information with respect to the beneficial
ownership of shares of the Corporation's Common Stock as of the close of
business on February 26, 1996 by (i) the directors of the Corporation, (ii) the
Chief Executive Officer and Chief Financial Officer, the "Named Officers," and
(iii) all directors and principal officers of the Corporation as a group.
Unless otherwise indicated in the footnotes to the table, each person named and
all directors and principal officers as a group have sole voting power and sole
investment power with respect to the shares. All persons named in the table are
directors of the Company except for Donald A. Benziger who is Senior Vice
President, Chief Financial Officer and Corporate Secretary.
<TABLE>
<CAPTION>
Name of Individual Shares of Corporation Percent
or Identity of Group Common Stock Owned Of Class
<S> <C> <C>
Elvin W. Batchelor(3)(8) 38,190 1.09%
Daniel Dalle Molle(8) 1,638 .05%
Robert F. Garvin, Jr.(2)(8) 7,252 .21%
Del E. Goedeker (8) 39,708 1.14%
A. Dean Heasley(1)(2)(8) 43,699 1.25%
Charles I. Homan (8) 2,445 .07%
Harry J. Johnston(1)(2)(3)(8) 143,764 4.11%
Z. John Kruzic (8) 23,849 .68%
Wayne S. Luce(2)(8) 75,536 2.16%
Sister Mary Thaddeus Markelewicz (6)(8) 1,634 .05%
Gino E. Martinetti(4)(8) 9,462 .27%
Foster McCarl, Jr.(8) 61,690 1.76%
Thomas K. Reed(1)(2)(3)(5)(8) 36,589 1.05%
Harold V. Shank, Jr.(1)(8) 11,036 .31%
Joseph N. Tosh II(2)(3)(8) 152,640 4.37%
Donald A. Benziger (2)(7)(8) 17,823 .51%
All Nominees, Directors and 736,241 21.1%
Principal Officers (1)(2)(3)(4)(5)
of the Corporation and the (6)(7)(8)
Bank as a Group (24 persons)
</TABLE>
(1) In the case of A. Dean Heasley, Harry J. Johnston, Thomas K. Reed, Harold
V. Shank, Jr., and all directors and principal officers as a group,
including such persons, includes 33,063, 107,025, 13,833, 4,694, and
160,564 shares, respectively, held jointly with their wives, as to which
voting power and investment power are shared.
(2) Includes shares held of record in the names of their spouse: Robert F.
Garvin, Jr., 100 shares; A. Dean Heasley, 4,322 shares; Harry J. Johnston,
4,838 shares; Wayne S. Luce, 28,800 shares; Thomas K. Reed, 2,016 shares;
Joseph N. Tosh II, 46,658 shares; Donald A. Benziger, 1,150 shares; and all
nominees, directors and principal officers as a group, 88,956 shares.
2
<PAGE>
(3) Includes 24,350 shares held by Elvin Batchelor as Trustee for his children;
25 shares held by Harry Johnston as Trustee for his nephew; 16,200 shares
held by Thomas K. Reed as Trustee for his mother; 34,045 shares held by
Joseph Tosh II as Trustee of his sister's trust; and all nominees,
directors and principal officers as a group, including such persons, 74,620
shares.
(4) In the case of Gino Martinetti, includes 3,600 shares held jointly with his
children as to which voting power and investment power are shared, and all
nominees, directors and principal officers as a group, including Mr.
Martinetti, 3,779 shares.
(5) In the case of Thomas K. Reed, includes 1,152 shares held by each of his
two children who continue to reside with Mr. Reed; and all nominees,
directors and principal officers as a group, including Mr. Reed, 2,304
shares.
(6) In the case of Sister Mary Thaddeus Markelewicz, includes 1,634 shares held
in the name of The Felician Sisters of Pennsylvania.
(7) In the case of Donald A. Benziger, includes 477 shares held by his spouse
as custodian of their two children.
(8) In the case of Elvin Batchelor, Daniel Dalle Molle, Robert F. Garvin, Jr.,
Del Goedeker, A. Dean Heasley, Charles I. Homan, Harry Johnston, John
Kruzic, Wayne Luce, Sister Mary Thaddeus Markelewicz, Gino Martinetti,
Foster McCarl, Jr., Thomas Reed, Harold Shank, Joseph Tosh II, Donald A.
Benziger and all nominees, directors and principal officers as a group,
including such persons, includes 610, 138, 152, 2,268, 974, 580, 1,352,
1,487, 2,380, 134, 886, 1,861, 2,236, 1,133, 28,525, 16,196, and 118,696
shares, respectively, covered by stock options granted and exercisable
under the Corporation's stock option plan. In computing the percentage of
ownership for each nominee, director and principal officer and the group,
the shares covered by the exercisable stock options held by such nominee,
director, principal officer or the group, are deemed outstanding. In
calculating the percentage of class owned, the total number of shares
issued and outstanding have been increased to reflect the number of shares
that would be outstanding if these options were exercised.
ELECTION OF DIRECTORS
Four Directors will be elected at the Annual Meeting to serve until the Annual
Meeting of Shareholders in 1999. The Board of Directors recommends a vote FOR
the election of the four nominees named in the table below, each of whom has
consented to be named as a nominee and to serve if elected. Unless authority to
so vote is withheld, it is intended that Proxies solicited by the Board will be
voted for the election of the four nominees named. The four persons receiving
the highest number of votes will be elected.
The table sets forth certain information about the nominees, each of whom is
presently a member of the Board, and about the other directors whose terms of
office will continue after the Annual Meeting, all of whom were elected by the
Shareholders.
In the event that at the date of the Annual Meeting any of the nominees should
for any reason not be available for election, the Proxies received will be voted
for the election of the other nominees and such substitute nominees as shall be
designated by the Board. There are no family relationships among the persons
listed below or with any principal officers.
3
<PAGE>
<TABLE>
<CAPTION>
Principal Occupation Director
Name, Age For Past Five Years (1) Since (2)
<S> <C> <C>
Nominees for a term expiring in 1999:
Del E. Goedeker, 55 President and Treasurer 1982
Vesuvius/McDanel;
CFO/VP-The Americas
Vesuvius Companies Group
Harry J. Johnston, 63 Retired since 1985; formerly President of 1966
National Bank of Beaver County
Thomas K. Reed, 58 President of Baumgard & Reed, Inc. (insurance broker) 1970
Joseph N. Tosh II, 54 President & Chief Executive Officer of the 1986
Holding Company, and the Bank
Continuing Directors with a term expiring in 1997:
Robert F. Garvin, Jr., 56 President, Bob Garvin Agency; Regional Manager, 1995
Prudential Preferred Realty
Charles I. Homan, 52 President & CEO 1994
Michael Baker Corp.
Wayne S. Luce, 82 President of Reed, Luce, Tosh, McGregor & 1952
Wolford, Inc. (law firm)
Sister Mary Thaddeus Executive Director, McGuire Memorial Home 1995
Markelewicz, 50
Gino E. Martinetti, 70 Retired since 1985; formerly Owner 1971
of Clover Farms Store
Continuing Directors with a term expiring in 1998:
Elvin W. Batchelor, 87 President of Batchelor Brothers, Inc. (funeral home) 1966
Daniel Dalle Molle, 45 President & CEO Anchor Hocking-Phoenix Glass 1995
A. Dean Heasley, 75 Retired since 1987; formerly President & CEO 1958
of Century National Bank & Trust Company
Z. John Kruzic, 67 Retired since 1987; formerly General Manager 1982
of D & CBU Components Division, Westinghouse
Electric Corp.
Harold V. Shank, Jr., 63 President of Shank Bus Company, Inc. 1977
</TABLE>
(1) All of the 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.
(2) Reflects the earlier of the first year as a Director of the Corporation or
of Century National Bank & Trust Company, a subsidiary of the Corporation,
or one of its affiliates or predecessors.
The Board of Directors of the Corporation met eight times during 1995,
including four times for the purpose of declaring dividends.
During 1995 the Board of Directors of the Bank met twelve times. All
Directors attended 75% or more of the aggregate number of meetings of the Board
of Directors and of the various committees on which he or she serves.
4
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of Century Financial Corporation has no designated
separate committees. The following are committees of the Board of Directors of
the subsidiary, Century National Bank and Trust Company.
AUDIT AND COMPLIANCE COMMITTEE: The Audit and Compliance Committee
consists of five directors, including the President who is an ex-officio member,
appointed annually by the Chairman of the Board. Members of the Committee are:
A. Dean Heasley (Chairman) Gino E. Martinetti
Elvin W. Batchelor Joseph N. Tosh II
Harry J. Johnston
The Audit and Compliance Committee met four times during 1995. The function of
the Audit and Compliance Committee is to supervise the internal audit activities
of the Bank and to supervise and to direct the Bank's auditors. The Committee
ensures that the Bank's activities are being conducted in accordance with law
and the banking rules and regulations established by the Comptroller of the
Currency, other regulatory and supervisory authorities, and in conformance with
established policy. In addition, the Audit and Compliance Committee recommends
to the Board of Directors the services of a reputable certified public
accounting firm; and the Board of Directors then approves the certified public
accounting firm, which action is ratified at the Annual Shareholders Meeting.
The Committee receives and reviews the reports of the certified public
accounting firm and presents them to the Board of Directors with comments and
recommendations.
EXECUTIVE COMMITTEE: The Executive Committee consists of seven directors
appointed annually by the Chairman of the Board. Members of the committee are:
Del E. Goedeker Foster McCarl, Jr. (Chairman)
Charles I. Homan Thomas K. Reed
Z. John Kruzic Joseph N. Tosh II
Wayne S. Luce
The Executive Committee met thirty-two times during 1995. The function of the
Executive Committee is to formulate recommendations regarding policies and
procedures to the Board of Directors. The Executive Committee possesses and may
exercise all the executive and supervisory powers of the entire Board of
Directors in the interim between meetings of the Board of Directors, but subject
to such restrictions and instructions as may from time to time be made and given
to the Executive Committee by the Board of Directors and except as the Bylaws
otherwise provide.
PROBLEM LOAN COMMITTEE: The Problem Loan Committee consists of six directors
appointed annually by the Chairman of the Board. Members of the Committee are:
Daniel Dalle Molle Wayne S. Luce
Robert F. Garvin, Jr. Harold V. Shank, Jr.
Del E. Goedeker (Chairman) Joseph N. Tosh II
The Problem Loan Committee met twelve times during 1995. The function of the
Problem Loan Committee is to review the status of all delinquent loans, as well
as loans on the Bank's "watch" list.
TRUST INVESTMENT COMMITTEE: The Trust Investment Committee consists of five
directors appointed annually by the Chairman of the Board. Members of the
committee are:
A. Dean Heasley Sister Mary Thaddeus Markelewicz
Thomas K. Reed (Chairman) Joseph N. Tosh II
Harold V. Shank, Jr.
The Trust Investment Committee met twelve times during 1995. The function of
the Trust Investment Committee is to review each trust account on an annual
basis and to review and approve the Trust Department's investment
recommendations.
5
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
There was no compensation paid by the Holding Company to any Director or
Executive Officer during 1995; remuneration was paid to Directors by the
Corporation's subsidiary, Century National Bank and Trust Company.
During the year 1995, members of the Board of Directors of Century National
Bank & Trust Company, excluding Joseph N. Tosh II as an officer of the Bank,
were compensated at the rate of $595 per month with the Chairman receiving
$892.50 per month. Members of the Executive Committee and Problem Loan
Committee, excluding Joseph N. Tosh II as an officer of the Bank, received $150
per meeting attended, with the Chairman receiving $225 per meeting attended;
members of the Audit & Compliance Committee and Trust Investment Committee,
excluding Joseph N. Tosh II as an officer of the Bank, received $75 per meeting
attended, with the Chairman receiving $112.50 per meeting attended. Total
directors' fees during 1995 amounted to $152,645.
COMPENSATION OF EXECUTIVE OFFICERS
The following persons are considered to be principal officers by virtue of
their position with the Corporation or the Bank:
<TABLE>
<CAPTION>
Business Business
Name and Position Age Experience (1) Name and Position Age Experience (1)
- ---------------------------------- --- -------------- ---------------------------------- --- --------------
<S> <C> <C> <C> <C> <C>
Joseph N. Tosh II 54 Wayne A. Grinnik 45
President and Chief Vice President of the Bank
Executive Officer of the
Corporation and the Bank
Charles D. Price, Jr. 56
Vice President of the Bank
Donald A. Benziger 42
Sr. Vice President, Chief
Financial Officer and Edwin C. Schaffnit 46
Corporate Secretary of the Vice President of the Bank
Corporation and the Bank
C. David Becker 37 James L. Sisley 52
Vice President of the Bank Vice President of the Bank
Colleen O. Butterfield 44 Allen R. Spring 57
Vice President of the Bank Vice President of the Bank
Mary E. Welch 59
Vice President of the Bank
</TABLE>
(1) Each of the above persons has held a principal position with the
Corporation or the Bank for the past five years except Mr. Sisley who was a
Vice President of First Western Bancorp until March 9, 1993.
6
<PAGE>
The following table sets forth the cash compensation paid or to be paid for
services rendered to the Named Officers:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> Long-Term
Compensation Awards
Other Annual All Other
Salary Bonus Compensation Granted Compensation
Name & Principal Position Fiscal Year $ $ $(4) Shares (5) $ (9)
- ------------------------- ----------- ------ ----- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph N. Tosh II 1995 $130,217 $43,000(1) -- 9,147(6) $13,359
President & CEO 1994 $125,209 $31,050(2) -- 7,347(7) $ 8,709
1993 $120,393 $28,500(3) -- 12,088(8) $ 5,999
Donald A. Benziger 1995 $ 85,346 $26,000(1) -- 5,685(6) $ 8,756
Sr. Vice President, CFO & 1994 $ 80,515 $19,800(2) -- 4,664(7) $ 5,600
Corporate Secretary 1993 $ 75,958 $15,000(3) -- 5,794(8) $ 3,735
</TABLE>
(1) 1995 bonus accrued in 1995, but paid in 1996
(2) 1994 bonus accrued in 1994, but paid in 1995
(3) 1993 bonus accrued in 1993, but paid in 1994
(4) The dollar value of perquisites and other personal benefits is required to
be disclosed under this column if the amount for any executive officer
equals or exceeds the lessor of $50,000 or 10% of the compensation reported
for the executive officer in the Cash Compensation Table.
(5) Represents the number of shares of the Corporation's Common Stock for which
stock options were granted under the Corporation's Stock Option Plan.
(6) Stock options granted 1/1/95 with 33% exercisable effective 1/1/95, 33%
effective 1/1/96 and 33% effective 1/1/97
(7) Stock options granted 1/1/94 with 33% exercisable effective 1/1/94, 33%
effective 1/1/95, and 33% effective 1/1/96
(8) Stock options granted retroactively on 1/1/93 after 4/21/93 shareholder
ratification with 33% exercisable 1/1/93, 33% effective 1/1/94, and 33%
effective 1/1/95
(9) This column represents employer contributions for the accounts of the Named
Officers under the Corporation's Profit Sharing Plan.
STOCK OPTIONS. The present Stock Option Plan was ratified by the Shareholders
in April, 1993 and permits the grant of Options of 268,964 shares of Common
Stock to principal officers and 67,241 shares of Common Stock to directors,
adjusted for a 20% Stock Dividend paid January 31, 1995.
For any fiscal year in which the Corporation achieves its goal of budgeted
earnings (in dollars), the number of shares of Stock to which each option
pertains is as follows: (a) for each executive officer and each director, the
number of shares will equal 75% of total cash compensation for the given fiscal
year divided by the purchase price of the shares; (b) for each Vice President,
the number of shares will equal 50% of total cash compensation for the given
fiscal year divided by the purchase price of the shares. If the number of
shares determined under this formula is not a whole number, the number of shares
will be rounded up to the next whole number. The purchase price for Stock under
each option shall be the average asking price on the over-the-counter market on
the December 31st preceding the date that an Option is granted.
After Shareholder ratification, Stock Options were awarded retroactive to
January 1, 1993. Options have been awarded each year since, exercisable at 33%
during the grant year, and 33% over each of the following two years.
Unexercised Options have an expiration date ten years from the date the options
were awarded.
7
<PAGE>
The following tables set forth information with respect to options granted to
and exercised by Named Officers in 1995:
OPTION GRANTS TO EXECUTIVE OFFICERS IN 1995 FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at
Assumed Annual Rate
% of Total of Stock Price
Options Granted Exercise Appreciation
Options to Employees Price Expiration for Option Term (2)
Name Granted (1) in 1995 Per Share Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph N. Tosh II 9,147 21.8% $12.60 12/31/04 $72,444 $183,672
Donald A. Benziger 5,685 13.5% $12.60 12/31/04 $45,025 $114,155
</TABLE>
(1) The number of options listed represent those awarded 1/1/95 and are
adjusted for the 20% stock dividend paid 1/31/95.
(2) As of 1/1/96, 2/3 of above-granted options were exercisable at the option
of the holder.
AGGREGATED OPTION EXERCISES BY EXECUTIVE OFFICER IN 1995
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options In-the-Money Options at
Shares Acquired Value at Year-End Year-End
Name On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph N. Tosh II 0 0 20,035/8,547 $43,833/$8,541
Donald A. Benziger 0 0 10,799/5,344 $22,329/$5,291
</TABLE>
(1) The value of unexercised in-the-money options is calculated by determining
the difference between the fair market value of the securities underlying
the options at year-end and the exercise price of the options.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Century National Bank and Trust Company does not have a Compensation Committee
as such. During 1995, the Executive Committee, comprised of Foster McCarl, Jr.,
Wayne S. Luce, Del E. Goedeker, Charles I. Homan, Z. John Kruzic, Thomas K.
Reed, and Joseph N. Tosh II, acting in the capacity of a Compensation Committee,
approved raises and officer bonuses for recommendation to the full Board of
Directors. At the beginning of December of each year, the Committee meets to
review financial data, including projected year-end earnings. As a result of
findings at their meeting in December, 1995, the Committee set aside a pool of
funds for salary increases. Increases granted Mr. Tosh II and Mr. Benziger are
determined by the Executive Committee and ratified by the Board of Directors.
Management of the Bank determines the percentage of raises for all other
employees based upon individual performance and contribution.
The bonus pool was set by formula as a percentage of after-tax earnings, with
bonuses being paid to each officer based upon their individual performance and
contribution. Officer bonuses were not paid until the Corporation's statements
were certified by its outside accounting firm, S. R. Snodgrass, A.C.; that is to
say, bonuses earned during 1995 were paid during the first quarter of 1996.
8
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Corporation's common stock against
the cumulative total return of the S&P Composite-500 Stock Index and the S&P
Regional Bank Index for the period of five fiscal years commencing December 31,
1990 and ending December 31, 1995.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG THE CORPORATION, S&P 500 INDEX AND S&P REGIONAL BANK INDEX
<TABLE>
<CAPTION>
Measurement period S&P 500 S&P Regional
(Fiscal year Covered) The Corporation Index Bank Index
- --------------------- --------------- ------- ----------
<S> <C> <C> <C>
Measurement PT -
12/31/90 $100.0 $100.0 $100.0
FYE 12/31/91 $118.7 $126.3 $171.8
FYE 12/31/92 $127.5 $131.9 $212.1
FYE 12/31/93 $146.4 $141.3 $218.0
FYE 12/31/94 $153.4 $139.1 $198.8
FYE 12/31/95 $172.7 $186.5 $301.4
</TABLE>
<TABLE>
<CAPTION>
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Corporation 100.0 118.7 127.5 146.4 153.4 172.7
S&P 500 100.0 126.3 131.9 141.3 139.1 186.5
S&P Regional Bank Index 100.0 171.8 212.10 218.0 198.8 301.4
</TABLE>
Assumes $100 invested on December 31, 1990 in Century stock, S&P 500 and S&P
Regional Banks Index.
Total return assumes reinvestment of dividends.
9
<PAGE>
BENEFIT PROGRAMS
RETIREMENT PLAN
The Corporation maintains a noncontributory retirement plan covering all
eligible employees of its subsidiary, Century National Bank & Trust Company. An
employee becomes fully vested in the plan after five years of service. Normal
retirement is at sixty-five (65) years of age. The plan is a defined benefit
plan whereby, upon retirement, an employee receives one percent of the first
$500 of average compensation plus 1.5 percent of average compensation in excess
of $500 for each year of service up to a maximum compensation of $150,000.
The following table sets forth the estimated annual benefits payable on
retirement at age 65 by a participating employee, assuming final average
earnings as shown.
<TABLE>
<CAPTION>
Average Annual Earnings Annual Benefits upon Retirement with Years of Service Indicated
5 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C> <C>
$ 10,000 .................... $ 600 $ 1,200 $ 1,800 $ 2,400 $ 3,000 $ 3,600 $ 4,200
20,000 .................... 1,350 2,700 4,050 5,400 6,750 8,100 9,450
30,000 .................... 2,100 4,200 6,300 8,400 10,500 12,600 14,700
40,000 .................... 2,850 5,700 8,550 11,400 14,250 17,100 19,950
50,000 .................... 3,600 7,200 10,800 14,400 18,000 21,600 25,200
60,000 .................... 4,350 8,700 13,050 17,400 21,750 26,100 30,450
70,000 .................... 5,100 10,200 15,300 20,400 25,500 30,600 35,700
80,000 .................... 5,850 11,700 17,550 23,400 29,250 35,100 40,950
90,000 .................... 6,600 13,200 19,800 26,400 33,000 39,600 46,200
100,000 .................... 7,350 14,700 22,050 29,400 36,750 44,100 51,450
110,000 .................... 8,100 16,200 24,300 32,400 40,500 48,600 56,700
120,000 .................... 8,850 17,700 26,550 35,400 44,250 53,100 61,950
130,000 .................... 9,600 19,200 28,800 38,400 48,000 57,600 67,000
140,000 .................... 10,350 20,700 31,050 41,400 51,750 62,100 72,450
</TABLE>
Current remuneration covered by the Plan for 1995 contributions for the Named
Officers was: Joseph N. Tosh II, $150,000, and Donald A. Benziger, $105,146. As
of December 31, 1995 Mr. Tosh II was credited with 29 years of service and Mr.
Benziger, 5 years.
PROFIT SHARING PLAN
The Corporation makes discretionary payments to a trusteed, noncontributory
profit sharing plan covering substantially all full-time employees and officers
of Century National Bank & Trust Company. Contributions under the plan are
determined annually by the Board of Directors based upon the earnings of the
Corporation. Contributions for the years 1995 and 1994 amounted to $386,000 and
$263,000 respectively. The plan provides for eligibility status as of the
January 1 following the date of employment. Participants share in the allocation
of employer contributions provided they work 1,000 hours during the plan year
and are employed on the last day of the plan year. The plan includes a
nonmatching 401K feature, and each full-time employee is a participant for
purposes of making before-tax savings. New employees become participants for
purposes of making before-tax savings as of the January 1 or July 1 following
their date of employment.
Profit Sharing contributions for the accounts of the named officers are listed
in the Summary Compensation Table under "All Other Compensation."
10
<PAGE>
TRANSACTIONS WITH DIRECTORS AND MANAGEMENT
Century National Bank and Trust Company, a subsidiary of the Corporation, has
had transactions in the ordinary course of business, including borrowings, with
certain directors and executive officers of the Corporation and the Bank during
1995. All loans, collateral and interest requirements included, were made on the
same terms as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility or
present other unfavorable features.
Wayne S. Luce is President of Reed, Luce, Tosh, McGregor & Wolford, Inc. which
performed legal services for the Bank during 1995 and will provide such
services during 1996.
Thomas K. Reed is President of Baumgard & Reed, which has written fidelity
bonds and package insurance coverage for Century National Bank & Trust Company
as well as the Holding Company during 1995 and will provide such services during
1996.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 SEC. Officers,
directors and such shareholders are required by regulation to furnish the
Corporation with copies of Section 16(a) forms they file. 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 1995 all Section 16(a) filing requirements were
complied with in a timely manner.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has appointed S. R. Snodgrass, A.C. as independent
public accountants to audit the financial statements of the Company and its
subsidiary for the 1996 fiscal year. S. R. Snodgrass, A.C. has audited the
financial statements of the Company and/or its subsidiary(ies) since 1973.
Although the appointment of independent public accountants is not required to be
submitted to a vote of the shareholders, the Board believes the shareholders
should participate in the selection of the independent public accountants
through the ratification process. The Board recommends a vote For the
ratification of the appointment of S. R. Snodgrass, A.C. and unless otherwise
directed therein, the proxies solicited by the Board will be voted for the
ratification of the appointment of S. R. Snodgrass, A.C. In the event the
shareholders fail to ratify the appointment, the Board will consider such vote
as a direction to appoint other independent public accountants for the 1996
fiscal year.
Representatives of S. R. Snodgrass, A.C. will be present at the Annual
Meeting. The representatives will have the oppor-tunity to make a statement if
they choose to do so and will be available to respond to appropriate questions.
11
<PAGE>
FINANCIAL INFORMATION
A copy of the Corporation's Annual Report to Shareholders for the year ended
December 31, 1995 accompanies this Proxy Statement. Such Annual Report is not a
part of the proxy solicitation materials.
REQUESTS FOR PRINTED FINANCIAL MATERIAL FOR THE CORPORATION OR ITS SUBSIDIARY
- -ANNUAL OR QUARTERLY REPORTS, FORMS 10-K AND 10-Q AND CALL REPORTS - SHOULD BE
DIRECTED TO DONALD A. BENZIGER, SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND CORPORATE SECRETARY, CENTURY FINANCIAL CORPORATION, ONE CENTURY PLACE,
ROCHESTER, PENNSYLVANIA 15074, TELEPHONE (412) 774-1872. UPON WRITTEN REQUEST
AND PAYMENT OF A COPYING FEE OF TEN CENTS A PAGE, THE CORPORATION WILL FURNISH A
COPY OF ALL EXHIBITS TO FORM 10-K.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal to be considered at the 1997
Annual Meeting of Shareholders should submit the proposal in writing to Joseph
N. Tosh II, President and Chief Executive Officer, Century Financial
Corporation, One Century Place, Rochester, Pennsylvania 15074 no later than
November 27, 1996.
OTHER MATTERS
Management knows of no business other than that set forth above which will be
brought before the meeting or any adjournment thereof. Should other business
properly come before the Meeting or any adjournment thereof, the Proxy holders
will vote upon the same according to their discretion and best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Donald A. Benziger
Donald A. Benziger
Senior Vice President, Chief Financial
Officer and Corporate Secretary
March 25, 1996
12
<PAGE>
PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF CENTURY FINANCIAL CORPORATION
James C. Tosh and John M. Finley, each with power of substitution and with
all the powers and discretion the undersigned would have if personally present,
are hereby appointed the Proxy Agents to represent the undersigned at the Annual
Meeting of Shareholders of Century Financial Corporation to be held on April 29,
1996 (including any adjournments or postponements thereof) and to vote all
shares of common stock of Century Financial Corporation which the undersigned is
entitled to vote on all matters that properly come before the Meeting, subject
to any directions indicated in the boxes below.
The Proxy Agents are directed to vote on the following issues:
1. The Election of Directors
Nominees for a term expiring in 1999 are Del E. Goedeker, Harry J. Johnston,
Thomas K. Reed and Joseph N. Tosh II
[ ] [ ]
FOR all WITHHOLD AUTHORITY
Nominees Listed to vote for
all nominees listed
SPECIAL INSTRUCTION: To withhold authority to vote for any individual nominee,
draw a line through such nominee's name.
2. Ratification of appointment of S. R. Snodgrass, A.C., Public Accountants to
audit the financial statements of the Corporation and its subsidiaries for
the 1996 fiscal year.
[ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. In their discretion, on such other business that may be brought before the
meeting or any adjournment thereof.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO DIRECTIONS
TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PROXY AGENTS INTEND TO
VOTE FOR THE ABOVE-LISTED PROPOSALS. MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF
PROPOSALS ONE, TWO, AND THREE.
The Proxy Agents present and acting at the Meeting in person or by their
substitutes (or if only one is present and acting, then that one) may exercise
all the powers conferred hereby.
Receipt of the Notice of the Annual Meeting of Shareholders and the
Corporation's Proxy Statement dated March 22, 1995 is hereby acknowledged.
Dated__________________ When signing as attorney, executor,
administrator, trustee, or guardian,
please give full title.
______________________ (L.S.) If more than one trustee, all should sign.
______________________ (L.S.) PLEASE DATE AND SIGN THIS PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
March 25, 1996
