PARKVALE FINANCIAL CORP
DEFA14A, 1999-10-21
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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       PARKVALE
FINANCIAL CORPORATION

- --------------------------------------------------------------------------------
                                4220 WILLIAM PENN HIGHWAY, MONROEVILLE, PA 15146



                                                                October 18, 1999

Dear Shareholder:

         As a result  of  Parkvale's  continuing  profitability,  your  Board of
Directors increased the quarterly dividend to $0.18 per share to stockholders of
record on September 30, 1999. This represents a 20% increase over the $0.15 paid
in previous quarters since October 1998. Your dividend check is enclosed.

         Parkvale  Financial  Corporation  reported  net income for the  quarter
ended September 30, 1999 of $3.2 million or $0.52 per diluted share, up 6.5%, or
13.7% on a per share basis, from net income of $3.0 million or $0.45 per diluted
share for the quarter  ended  September 30, 1998.  The $196,000  increase in net
income for the  September  1999  quarter  reflects an  increase in net  interest
income of $791,000  due mainly to growth in the loan  portfolio.  The  September
1998 results  included  pre-tax  security  gains of $310,000,  or $195,000 after
taxes.  Excluding  the effect of  security  gains,  operating  earnings  for the
quarter ended September 30, 1999 increased $391,000, up 13.8%, or 21.7% on a per
share basis. Return on equity increased to 15.89% for the September 1999 quarter
compared  to 14.86%  for the  September  1998  quarter.  The  higher  percentage
increase in earnings per share was the result of fewer outstanding shares in the
current quarter.

         As you know, a shareholder  has submitted a proposal for  consideration
at our  October  28,  1999  Annual  Meeting,  strongly  urging that the Board of
Directors  immediately  take the  necessary  steps to achieve a sale,  merger or
other  acquisition  of the  Corporation  as promptly as possible.  Institutional
Shareholder   Services  (ISS),  an  independent   research  company  located  in
Rockville, MD, that analyzes proxy statements and shareholder proposals,  issued
a report on October 14, 1999 which said, "In our opinion, there is no compelling
evidence that the drastic measure described by the proponent is in shareholders'
best interests".  ISS recommends a vote AGAINST the shareholder proposal seeking
a sale of the company. We would also mention that Janney Montgomery Scott issued
a report on Parkvale dated  September 29, 1999 with a BUY  recommendation  and a
twelve month price objective of $24.

         As the new millennium  approaches,  Parkvale is ready for the Year 2000
(Y2K).  All programs and software in use that could impact  accounts at Parkvale
have been  tested  and  verified  to be Y2K  compliant.  We are  confident  that
Parkvale will deliver uninterrupted customer service before and after January 1,
2000.

Sincerely,


/s/ Robert J. McCarthy, Jr.
- ---------------------------
Robert J. McCarthy, Jr.
President and
Chief Executive Officer

<PAGE>
                         PARKVALE FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      (In Thousands except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                        September 30,
                                                                    1999            1998
                                                               -------------------------------

<S>                                                                    <C>            <C>
Total interest income                                                  $20,487        $19,448
Total interest expense                                                  12,096         11,848
                                                               -------------------------------
      Net interest income                                                8,391          7,600
Provision for loan losses                                                   33             63
                                                               -------------------------------
      Net interest income after provision for losses                     8,358          7,537

Gain on sale of assets                                                       0            310
Other income                                                               907            716
Total other expenses                                                     4,179          3,799
                                                               -------------------------------

      Income before income taxes                                         5,086          4,764
Income tax expense                                                       1,889          1,763
                                                               -------------------------------

Net income                                                              $3,197         $3,001
                                                               ===============================

Net income per share:
      Basic                                                              $0.52          $0.47
      Diluted                                                            $0.52          $0.45
Dividend per share                                                       $0.18          $0.15
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                   SELECTED FINANCIAL DATA
                             (In Thousands except per share data)
                                                   Sept. 30,       June 30,      Sept. 30,
                                                     1999            1999           1998
                                               ----------------------------------------------

<S>                                                 <C>             <C>           <C>
Total assets                                        $1,188,136      $1,201,880    $1,123,324
Savings deposits                                     1,034,458       1,037,416       970,936
Total loans, net                                     1,011,362         995,671       862,633
Loan loss reserves                                      13,303          13,253        13,272
Non-performing assets                                    2,748           3,266         4,857
Ratio of classified assets to total assets                0.23%           0.27%         0.43%
Allowance for loan losses as a % of gross loans           1.30%           1.30%         1.50%
Total shareholders' equity                             $83,873         $85,071       $83,990
Book value per share                                     13.93           13.84         13.16
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                     OTHER SELECTED DATA
                                                                     Three months ended
                                                                       September 30,
                                                                    1999            1998
                                                               -----------------------------

<S>                                                                    <C>          <C>
Average yield earned on all interest-earning assets                    7.01%        7.27%
Average rate paid on all  interest-bearing liabilities                 4.39%        4.72%
Average interest rate spread                                           2.62%        2.55%
Return on average assets                                               1.07%        1.08%
Return on average equity                                              15.89%       14.86%
Other expense to average assets                                        1.39%        1.37%
</TABLE>



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