<PAGE>
CENTURY FINANCIAL CORPORATION
Rochester, Pennsylvania 15074
March 21, 1997
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 28, 1997
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 28, 1997, 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 2000.
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 1997 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 7, 1997
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
JNTII: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 28, 1997
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 7, 1997 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 3,364,015
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,
1996, is enclosed with this Proxy Statement. It should not be regarded as
Proxy solicitation material.
Page 1
<PAGE>
PRINCIPAL BENEFICIAL OWNERS OF COMMON STOCK
As of February 14, 1997, 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 14, 1997, the Trust Department of the Bank held, in
various fiduciary capacities, 101,772 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 14, 1997 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.
Shares of
Name of Individual Corporation Common Percent
or Identity of Group Stock Owned Of Class
- - -------------------- ------------------ --------
Elvin W. Batchelor(3)(9) 38,602 1.10%
Robert F. Garvin, Jr.(2)(9) 10,257 .29%
Del E. Goedeker (8)(9) 40,515 1.15%
A. Dean Heasley(1)(2)(9) 44,162 1.26%
Charles I. Homan (9) 3,091.5 .09%
Harry J. Johnston(1)(2)(3)(9) 144,163 4.10%
Z. John Kruzic (9) 24,563 .70%
Wayne S. Luce(2)(9) 76,269 2.09%
Sister Mary Thaddeus 1,897 .05%
Markelewicz (6)(9)
Gino E. Martinetti(4)(9) 9,861 .28%
Thomas K. Reed(1)(2)(3)(5)(9) 37,377.8 1.06%
Harold V. Shank, Jr.(1)(9) 11,862.5 .34%
Joseph N. Tosh II(2)(3)(9) 160,512 4.56%
Donald A. Benziger (2)(7)(9) 23,361.5 .66%
All Nominees, Directors and 709,367 20.2%
Principal Officers (1)(2)(3)(4)(5)
of the Corporation and the (6)(7)(8)(9)
Bank as a Group (22 persons)
(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, 4,819.1 and
161,306.5 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, 45,953 shares; Donald A. Benziger, 1,154.9 shares; and
all nominees, directors and principal officers as a group, 88,260.6
shares.
Page 2
<PAGE>
(3) Includes 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, 50,270 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, 3,782.9 shares.
(5) In the case of Thomas K. Reed, includes 1,152 and 1,182.8 shares held
respectively by his son and daughter who continue to reside with Mr. Reed;
and all nominees, directors and principal officers as a group, including
Mr. Reed, 2,334.8 shares.
(6) In the case of Sister Mary Thaddeus Markelewicz, includes 1,500 shares
held in the name of The Felician Sisters of Pennsylvania.
(7) In the case of Donald A. Benziger, includes 480.5 shares held by his
spouse as custodian of their two children.
(8) In the case of Del E. Goedeker, includes 13,080 shares held in the
Goedeker Foundation for which he has voting power.
(9) In the case of Elvin Batchelor, Robert F. Garvin, Jr., Del Goedeker, A.
Dean Heasley, Charles I. Homan, Harry Johnston, John Kruzic, Wayne Luce,
Sister Mary Thaddeus Markelewicz, Gino Martinetti, Thomas Reed, Harold
Shank, Joseph Tosh II, Donald A. Benziger and all nominees, directors and
principal officers as a group, including such persons, includes 1022,157,
3075, 1437, 1177, 1751, 2201, 3313, 397, 1285, 2994, 541, 37190, 21726,
and 149,822 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 2000. 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.
Page 3
<PAGE>
<TABLE>
<CAPTION>
Directorship
Principal Occupation Director in Other Reporting
Name, Age For Past Five Years(1) Since(2) Companies
- - --------- ---------------------- -------- ------------------
NOMINEES FOR A TERM EXPIRING IN 2000:
<S> <C> <C> <C>
Robert F. Garvin, Jr., 57 President, Bob Garvin 1995 None
Agency; Regional Manager,
Prudential Preferred Realty
Charles I. Homan, 53 President & CEO 1994 Michael Baker
Michael Baker Corp. Corporation
Wayne S. Luce, 83 President of Reed, Luce, 1952 None
Tosh, Wolford & Douglas, Inc.
(law firm)
Sister Mary Thaddeus Executive Director, 1995 None
Markelewicz, 51 McGuire Memorial Home
CONTINUING DIRECTORS WITH A TERM EXPIRING IN 1998:
Elvin W. Batchelor, 88 President of Batchelor 1966 None
Brothers, Inc. (funeral home)
A. Dean Heasley, 76 Retired since 1987; 1958 None
formerly President & CEO
of Century National Bank
& Trust Company
Z. John Kruzic, 68 Retired since 1987; 1982 None
formerly General Manager
of D & CBU Components Division,
Westinghouse Electric Corp.
Harold V. Shank, Jr., 64 President of Shank Bus 1977 None
Company, Inc.
CONTINUING DIRECTORS WITH A TERM EXPIRING IN 1999:
Del E. Goedeker, 56 Vice President - Corporate 1982 None
Development, Tuscarora, Inc.
Harry J. Johnston, 64 Retired since 1985; formerly President 1966 None
of National Bank of Beaver County
Thomas K. Reed, 59 President of Baumgard & 1970 None
Reed, Inc. (insurance broker)
Joseph N. Tosh II, 55 President & Chief Executive 1986 None
Officer of the Holding Company, and the Bank
</TABLE>
[FN]
(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 with the exception
of Del E. Goedeker who retired in 1996 from the position of President &
Treasurer, Vesuvius/McDanel and CFO/VP-The Americas Vesuvius Companies
Group.
(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 six times during 1996,
including four times for the purpose of declaring dividends.
During 1996 the Board of Directors of the Bank met thirteen 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.
Page 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 1996. 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 six directors
appointed annually by the Chairman of the Board. Members of the committee
are:
Del E. Goedeker (Chairman) Wayne S. Luce
Charles I. Homan Thomas K. Reed
Z. John Kruzic Joseph N. Tosh II
The Executive Committee met twenty-nine times during 1996. 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 four
directors appointed annually by the Chairman of the Board. Members of the
Committee are:
Harold V. Shank, Jr. Robert F. Garvin, Jr. (Chairman)
Joseph N. Tosh II Wayne S. Luce
The Problem Loan Committee met twelve times during 1996. 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 1996. 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.
Page 5
<PAGE>
Strategic Planning Committee: The Strategic Planning Committee was
established in 1996 and consists of five directors and six officers of the
Bank who will be appointed annually by the Chairman of the Board. Members of
the committee are:
Robert F. Garvin, Jr. C. David Becker
Del E. Goedeker Donald A. Benziger
Charles I. Homan (Chairman) Charles D. Price, Jr.
Sr. Mary Thaddeus Markelewicz E.C. Schaffnit
Joseph N. Tosh II Allen R. Spring
Mary E. Welch
The Strategic Planning Committee met eight times during 1996. The
function of the Strategic Planning Committee is managing the long-range
planning process, setting goals/objectives, and monitoring results.
Property Committee: The Property Committee consists of four directors
appointed annually by the Chairman of the Board. Members of the committee
are:
Z. John Kruzic (Chairman) Harold V. Shank, Jr.
Thomas K. Reed Joseph N. Tosh II
The Property Committee meets on an as-needed basis with reference to new
banking facilities. During 1996, the committee was active in the planning of
the future site of the new Cranberry Branch, including purchase of the land,
choosing an architect and general contractor, etc. It will remain active on
this project through its completion.
Page 6
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
There was no compensation paid by the Holding Company to any Director or
Executive Officer during 1996; remuneration was paid to Directors by the
Corporation's subsidiary, Century National Bank and Trust Company.
During the year 1996, 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 $625 per month with the Chairman
receiving $937.50 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, Trust
Investment Committee, Strategic Planning Committee and Building Committee,
excluding Joseph N. Tosh II, C. David Becker, Donald A. Benziger, Charles D.
Price, Jr., E.C. Schaffnit, Allen R. Spring and Mary E. Welch as officers of
the Bank, received $90 per meeting attended, with the Chairman receiving $135
per meeting attended. Total directors' fees during 1996 amounted to
$151,597.50.
COMPENSATION OF EXECUTIVE OFFICERS
The following persons are considered to be principal officers by virtue of
their position with the Corporation or the Bank:
Name and Business
Position Age Experience (1)
- - -------- --- --------------
Joseph N. Tosh II 55
President and
Chief Executive Officer
of the Corporation and
the Bank
Donald A. Benziger 43
Sr. Vice President, Chief
Financial Officer and Corporate
Secretary of the Corporation and
the Bank
Edwin C. Schaffnit 47
Sr. Vice President of
the Bank
C. David Becker 38
Vice President of
the Bank
Colleen O. Butterfield 45
Vice President of
the Bank
Wayne A. Grinnik 46
Vice President of
the Bank
Charles D. Price, Jr. 57
Vice President of
the Bank
James L. Sisley 53
Vice President of
the Bank
Allen R. Spring 58
Vice President of
the Bank
Mary E. Welch 60
Vice President of
the Bank
[FN]
(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.
Page 7
<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
Name & Principal Fiscal Salary Bonus Compensation Granted Compensation
Position Year $ $ $(4) Shares(5) $9
- - ------------------ ------- -------- --------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Joseph N. Tosh II 1996 $135,426 $47,000(1) --- 8,976(6) $15,696
President & CEO 1995 $130,217 $43,000(2) --- 9,147(7) $13,359
1994 $125,209 $31,050(3) --- 7,347(8) $ 8,709
Donald A. Benziger 1996 $ 88,760 $30,000(1) --- 5,842(6) $10,287
SVP, Chief Financial Officer 1995 $ 85,346 $26,000(2) --- 5,685(7) $ 8,756
Corporate Secretary 1994 $ 80,515 $19,800(3) --- 4,664(8) $ 5,600
</TABLE>
[FN]
(1) 1996 bonus accrued in 1996, but paid in 1997
(2) 1995 bonus accrued in 1995, but paid in 1996
(3) 1994 bonus accrued in 1994, but paid in 1995
(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 1/1/96 with 33% exercisable effective 1/1/96, 33%
effective 1/1/97 and 33% effective 1/1/98
(7) Stock options granted 1/1/95 with 33% exercisable effective 1/1/95, 33%
effective 1/1/96 and 33% effective 1/1/97
(8) Stock options granted 1/1/94 with 33% exercisable effective 1/1/94, 33%
effective 1/1/95, and 33% effective 1/1/96
(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 closing price on the Nasdaq
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.
Page 8
<PAGE>
The following tables set forth information with respect to options granted
to and exercised by Named Officers in 1996:
<TABLE>
<CAPTION>
OPTION GRANTS TO EXECUTIVE OFFICERS IN 1996 FISCAL YEAR
Potential Realizable Potential Realizable
Value at Assumed 5% Value at Assumed 10%
% of Total Options Exercise Annual Rate of Stock Annual Rate of Stock
Options Granted to Price Per Expiration Price Appreciation for Price Appreciation for
Name Granted (1) Employees in 1995 Share Date Option Term Option Term
- - --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph N. Tosh II 8,976 21.09% $13.50 12/31/05 $66,807 $164,550
Donald A. Benziger 5,842 13.72% $13.50 12/31/05 $43,481 $107,097
<FN>
(1) The number of options listed represent those awarded 1/1/96. As of 1/1/97,
2/3 of above-granted options were exercisable at the option of the holder.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES BY EXECUTIVE OFFICERS IN 1996
AND FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Shares Number of Unexercised In-the-Money Options
Acquired Value Options at Year-End at Year-End
Name On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (1)
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph N. Tosh II -0- $ -0- 28,525/9,033 $149,391/$34,359
Donald A. Benziger -0- $ -0- 16,196/5,789 $82,600/$21,967
<FN>
(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.
</TABLE>
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Century National Bank and Trust Company does not have a Compensation
Committee as such. During 1996 the Executive Committee, comprised of Del E.
Goedeker, Charles I. Homan, Wayne S. Luce, 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, 1996, 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 1996 were paid during
the first quarter of 1997.
Page 9
<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, 1991 and ending December 31, 1996.
SHAREHOLDER RETURN PERFORMANCE
------------------------------
Comp. Of 5-Yr. Cumulative Total Return
(Performance Graph belongs in this area)
Company/Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- - ------------- -------- -------- -------- -------- -------- --------
Corporation 100.0 105.6 126.1 133.1 148.2 192.6
S&P 500 100.0 104.5 111.8 110.1 147.7 177.6
S&P Regional
Bank Index 100.0 123.5 126.9 115.7 175.5 232.4
Assumes $100 invested on December 31, 1991 in Century stock, S&P 500
and S&P Regional Banks Index.
Total return assumes reinvestment of dividends.
Page 10
<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.
Average Annual Annual Benefits upon Retirement
Earnings with Years of Service Indicated
5 10 15 20 25 30 35
- -- -- -- -- -- --
$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
----------------------------------------------------------------------
150,000 11,100 22,200 33,300 44,400 55,500 66,600 77,700
----------------------------------------------------------------------
Current remuneration covered by the Plan for 1996 contributions for the
Named Officers was: Joseph N. Tosh II, $150,000, and Donald A. Benziger,
$114,760. As of December 31, 1996 Mr. Tosh II was credited with 30 years of
service and Mr. Benziger, 6 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 1996
and 1995 amounted to $482,000 and $386,000 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."
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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 1996. 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, Wolford & Douglas, Inc.
which performed legal services for the Bank during 1996 and will provide such
services during 1997.
Thomas K. Reed is President of Baumgard & Reed, which has written fidelity
bonds and property, casualty, and workman's compensation insurance coverage
for Century National Bank & Trust Company as well as the Holding Company
during 1996 and will provide such services during 1997.
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 1996 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 1997 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
1997 fiscal year.
Representatives of S. R. Snodgrass, A.C. will be present at the Annual
Meeting. The representatives will have the opportunity to make a statement if
they choose to do so and will be available to respond to appropriate
questions.
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FINANCIAL INFORMATION
A copy of the Corporation's Annual Report to Shareholders for the year ended
December 31, 1996 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. YOU CAN ALSO VISIT CENTURY
FINANCIAL CORPORATION (CYFN) ON LINE AT http://www.centbank.com.
SHAREHOLDER PROPOSALS
Any shareholder desiring to present a proposal to be considered at the
1998 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 26, 1997.
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 21, 1997
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PROXY
ANNUAL MEETING OF SHAREHOLDERS - APRIL 28, 1997
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 28, 1997 (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 2000 are Robert F. Garvin, Jr.,
Charles I. Homan, Wayne S. Luce, and Sr. Mary Thaddeus Markelewicz
[ ] [ ]
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 subsidiary for
the
1997 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 21, 1997 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 21, 1997
