<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
COMMISSION FILE NO: 0-17411
PARKVALE FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1556590
------------------------ ----------------
(State of incorporation) (I.R.S. Employer
Identification Number)
4220 William Penn Highway, Monroeville, Pennsylvania 15146
----------------------------------------------------------
(Address of principal executive offices; zip code)
Registrant's telephone number, including area code: (412) 373-7200
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($1.00 par value)
------------------------------
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days. Yes __X__ No _____
The closing sales price of the Registrant's Common Stock on November 8, 1999 was
$18.25 per share. Number of shares of Common Stock outstanding as of November 8,
1999 was 5,877,735.
<PAGE> 2
PARKVALE FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page
- --------------------------------- ----
<S> <C>
Consolidated Statements of Financial Condition as of September 30, 1999 and
June 30, 1999 3
Consolidated Statements of Operations for the three months
ended September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows for the three months ended
September 30, 1999 and 1998 5-6
Consolidated Statements of Shareholders' Equity as of September 30, 1999 6
Notes to Unaudited Interim Consolidated Financial Statements 7-8
Management's Discussion and Analysis of Financial Condition and
Results of Operations 9-12
Part II - Other Information 12
Signatures 13
</TABLE>
2
<PAGE> 3
PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands, except share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, June 30,
ASSETS 1999 1999
----------- -----------
<S> <C> <C>
Cash and noninterest-earning deposits $ 8,465 $ 10,372
Federal funds sold 30,265 64,042
Interest-earning deposits in other banks 771 576
Investment securities available for sale (cost of
$15,024 at September 30 and June 30) 21,416 22,313
Investment securities held to maturity (fair value
of $99,043 at September 30 and $92,522 at June 30) 99,616 92,818
Loans, net of allowance of $13,303 at September 30
and $13,253 at June 30 1,011,362 995,671
Foreclosed real estate, net of allowance of $0 at
September 30 and June 30 995 1,106
Office properties and equipment, net 5,410 5,102
Intangible assets and deferred charges 331 343
Prepaid expenses and other assets 9,505 9,537
----------- -----------
Total Assets $ 1,188,136 $ 1,201,880
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Savings deposits $ 1,034,458 $ 1,037,416
Advances from Federal Home Loan Bank and other debt 58,318 64,708
Escrow for taxes and insurance 4,844 9,277
Other liabilities 6,643 5,408
----------- -----------
Total Liabilities 1,104,263 1,116,809
----------- -----------
SHAREHOLDERS' EQUITY
Preferred Stock ($1.00 par value; 5,000,000
shares authorized; 0 shares issued) -- --
Common Stock ($1.00 par value; 10,000,000 shares
authorized; 6,734,894 shares issued) 6,735 6,735
Additional Paid in Capital 4,704 4,843
Treasury Stock at cost (714,620 shares in September
and 589,181 shares in June) (13,147) (10,545)
Accumulated Other Comprehensive Income 4,059 4,628
Retained Earnings 81,522 79,410
----------- -----------
Total Shareholders' Equity 83,873 85,071
----------- -----------
Total Liabilities and Shareholders' Equity $ 1,188,136 $ 1,201,880
=========== ===========
</TABLE>
3
<PAGE> 4
PARKVALE FINANCIAL CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
------- -------
<S> <C> <C>
Interest Income:
Loans $18,144 $16,071
Mortgage-backed securities 434 711
Investments 1,391 822
Federal funds sold 518 1,844
------- -------
Total interest income 20,487 19,448
------- -------
Interest Expense:
Savings deposits 11,216 11,128
Borrowings 880 720
------- -------
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
------- -------
Noninterest Income:
Service charges on deposit accounts 540 406
Other fees and service charges 213 228
Gain on sale of assets -- 310
Miscellaneous 154 82
------- -------
Total other income 907 1,026
------- -------
Noninterest Expenses:
Compensation and employee benefits 2,268 2,143
Office occupancy 629 527
Marketing 115 94
FDIC insurance 147 140
Office supplies, telephone, and postage 292 240
Miscellaneous 728 655
------- -------
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
Dividends per share $ 0.18 $ 0.15
</TABLE>
4
<PAGE> 5
PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 20,566 $ 19,758
Loan fees received 30 18
Other fees and commissions received 877 685
Interest paid (12,087) (11,773)
Cash paid to suppliers and others (2,679) (5,692)
Income taxes paid (1,812) (1,238)
-------- ---------
Net cash provided by operating activities 4,895 1,758
Cash flows from investing activities:
Proceeds from sale of investment securities available for sale -- 328
Proceeds from maturities of investments -- 26,203
Purchase of investment securities held to maturity (9,143) (9,638)
(Purchase) maturity of deposits in other banks (195) 177
Purchase of loans (28,009) (52,289)
Proceeds from sales of loans 779 783
Principal collected on loans 64,437 71,715
Loans made to customers, net of loans in process (50,080) (50,338)
Other (430) (199)
-------- ---------
Net cash used in investing activities (22,641) (13,258)
Cash flows from financing activities:
Net (decrease) increase in checking and savings accounts (945) 687
Net (decrease) increase in certificates of deposit (2,013) 20,796
Proceeds from FHLB advances -- 15,000
Repayment of FHLB advances (5,003) (3)
Net decrease in other borrowings (1,388) (1,715)
Decrease in borrowers' advances for tax & insurance (4,433) (5,187)
Cash dividends paid (953) (776)
Acquisition of treasury stock (3,203) (2,098)
-------- ---------
Net cash provided by financing activities (17,938) 26,704
-------- ---------
Net increase (decrease) in cash and cash equivalents (35,684) 15,204
Cash and equivalents at beginning of period 74,414 134,528
-------- ---------
Cash and equivalents at end of period $ 38,730 $ 149,732
======== =========
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Reconciliation of net income to net cash provided THREE MONTHS ENDED
by operating activities: SEPTEMBER 30,
1999 1998
------- -------
<S> <C> <C>
Net income $ 3,197 $ 3,001
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 134 99
Accretion and amortization of loan fees and discounts (73) (59)
Loan fees collected and deferred 30 18
Provision for loan losses 33 63
Gain on sale of assets -- (310)
(Increase) decrease in accrued interest receivable (29) 226
Increase in other assets 420 414
Decrease in accrued interest payable 10 75
Increase (decrease) in other liabilities 1,173 (1,769)
------- -------
Total adjustments 1,698 (1,243)
------- -------
Net cash provided by operating activities $ 4,895 $ 1,758
======= =======
</TABLE>
For purposes of reporting cash flows, cash and cash equivalents include cash and
noninterest-earning deposits, and federal funds sold. Generally, federal funds
are purchased and sold for one-day periods. Loans transferred to foreclosed
assets aggregated $100 for the three months ended September 30, 1999 and $596
for the three months ended September 30, 1998.
PARKVALE FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Accumulated
Other Total
Common Paid-in Treasury Comprehensive Retained Shareholders'
Stock Capital Stock Income Earnings Equity
------ ------- -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1999 $6,735 $4,843 ($10,545) $4,628 $79,410 $85,071
-------
Net income, three months
ended September 30, 1999 3,197 3,197
Unrealized security losses on
available for sale securities (569) (569)
------
Comprehensive Income 2,628
Dividends on common stock at
$0.18 per share (1,085) (1,085)
Exercise of stock options (139) 601 462
Treasury stock purchased (3,203) (3,203)
------ ------ -------- ------ ------- -------
Balance, September 30, 1999 $6,735 $4,704 ($13,147) $4,059 $81,522 $83,873
====== ====== ======== ====== ======= =======
</TABLE>
6
<PAGE> 7
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Dollar amounts in
thousands, except share data)
1. Statements of Operations
- ----------------------------
The statements of operations for the three months ended September 30, 1999 and
1998 are unaudited, but in the opinion of management, reflect all adjustments
(consisting of only normal recurring accruals) necessary for a fair presentation
of the results of operations for those periods. The results of operations for
the three months ended September 30, 1999 are not necessarily indicative of the
results which may be expected for fiscal 2000. The Annual Report on Form 10-K
for the year ended June 30, 1999 contains additional information and should be
read in conjunction with this report.
2. Earnings Per Share
- ----------------------
The following table sets forth the computation of basic and diluted earnings per
share for the three months ended September 30:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Numerator for basic and diluted earnings per share:
Net Income $ 3,197 $ 3,001
Denominator:
Weighted average shares for basic earnings per share 6,099,220 6,438,480
Effect of dilutive employee stock options 89,427 169,805
---------- ----------
Weighted average shares for dilutive earnings per share 6,188,647 6,608,285
========== ==========
Net income per share:
Basic $ 0.52 $ 0.47
========== ==========
Diluted $ 0.52 $ 0.45
========== ==========
</TABLE>
3. Loans
- ---------
<TABLE>
<CAPTION>
Loans are summarized as follows: SEPTEMBER 30, June 30,
1999 1999
---------- ----------
<S> <C> <C>
Mortgage loans:
Residential:
1-4 Family $ 801,713 $ 790,073
Multifamily 17,267 16,920
Commercial 44,518 41,596
Other 7,528 12,452
---------- ----------
871,026 861,041
Consumer loans 131,954 129,452
Commercial business loans 19,355 23,572
Loans on savings accounts 2,754 2,749
---------- ----------
1,025,089 1,016,814
Less: Loans in process 202 7,639
Allowance for loan losses 13,303 13,253
Unamortized discount and deferred loan fees 222 251
---------- ----------
Loans, net $1,011,362 $ 995,671
========== ==========
</TABLE>
7
<PAGE> 8
The following summary sets forth the activity in the allowance for loan losses
for the three months ended September 30:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Beginning balance $ 13,253 $ 13,223
Provision for losses - mortgage loans -- 3
Provision for losses - consumer loans 33 60
Loans recovered 63 50
Loans charged off (46) (94)
-------- --------
Ending balance $ 13,303 $ 13,242
======== ========
Nonaccrual loans $ 2,748 $ 2,224
as a percent of total assets 0.23% 0.20%
</TABLE>
Loans are placed on nonaccrual status when in the judgement of management, the
probability of collection of interest is deemed to be insufficient to warrant
further accrual. All loans which are 90 or more days delinquent are treated as
nonaccrual loans. The amount of interest income on nonaccrual loans that had not
been recognized in interest income was $179 at September 30, 1999 and $102 at
June 30, 1999.
Nonaccrual, substandard and doubtful commercial and other real estate loans are
assessed for impairment, however, the Bank had no loans classified as impaired
as of September 30, 1999. Impaired assets include $995 of foreclosed real estate
as September 30, 1999, which is recorded at the lower of acquisition costs or
fair value.
4. Treasury Stock
- ------------------
In April 1999, a stock repurchase program commenced permitting up to 5% of
outstanding stock, or 310,000 shares, to be repurchased periodically at
prevailing market prices in open-market transactions. As of September 30, 1999,
PFC repurchased 158,463 shares as part of this program. These shares were
repurchased at an average cost of $20.21 per share, representing 2.55% of the
outstanding stock at the inception of the program. This program was completed on
October 21, 1999 with aggregate repurchases of 310,000 shares at an average
price of $19.90 per share during the period from April 1999 to October 21, 1999.
A new stock repurchase program began on that date which also permits up to 5% of
outstanding stock, or 297,000 shares, to be repurchased periodically at
prevailing market prices in open-market transactions through October 2000.
8
<PAGE> 9
PARKVALE FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
(Dollar amounts in thousands, except per share data)
Balance Sheet Data: SEPTEMBER 30,
1999 1998
---------- ----------
<S> <C> <C>
Total assets $1,188,136 $1,123,324
Loans, net 1,011,362 862,633
Interest-earning deposits and federal funds sold 31,036 141,536
Total investments 121,032 97,317
Savings deposits 1,034,458 970,936
FHLB advances and other debt 58,318 58,372
Shareholders' equity 83,873 83,990
Book value per share $ 13.93 $ 13.16
</TABLE>
Statistical Profile:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30, (1)
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%
Net yield on average
interest-earning assets 2.87% 2.84%
Other expenses to average assets 1.39% 1.37%
Taxes to pre-tax income 37.14% 37.01%
Return on average assets 1.07% 1.08%
Return on average equity 15.89% 14.86%
Average equity to average total assets 6.72% 7.27%
</TABLE>
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
1999 1998
------- -------
<S> <C> <C>
One year gap to total assets -10.25% -1.15%
Intangibles to total equity 0.39% 0.45%
Capital to assets ratio 7.06% 7.48%
Ratio of nonperforming assets to total assets 0.23% 0.43%
Number of full-service offices 30 29
</TABLE>
(1) The applicable income and expense figures have been annualized in
calculating the percentages.
9
<PAGE> 10
RESULTS OF OPERATIONS - COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1999 AND
1998
For the three months ended September 30, 1999, Parkvale reported net income 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 include pre-tax
security gains of $310,000, or $195,000 after taxes. Excluding the effect of
security gains, operating earnings increased $391,000, up 13.8%, or 21.7% on a
per share basis. Net interest income increased to $8.4 million from $7.6 million
for the quarter ended September 30, 1998. The higher percentage increase in
earnings per share was the result of fewer outstanding shares in the current
quarter. Return on average equity increased to 15.89% for the September 1999
quarter compared to 14.86% for the September 1998 quarter.
INTEREST INCOME:
Parkvale had interest income of $20.5 million during the three months ended
September 30, 1999 versus $19.4 million during the comparable period in 1998.
The $1.0 million increase is the result of a $99.1 million or 9.3% increase in
the average balance of interest-earning assets, offset by a 26 basis point
decrease in the average yield from 7.27% in 1998 to 7.01% in 1999. Interest
income from loans increased $2.1 million or 12.9% resulting from an increase in
the average outstanding loan balances of $166.1 million or 19.7%, offset by a 43
basis point decrease in the average yield from 7.62% in 1998 to 7.19% in 1999.
Interest income on mortgage-backed securities decreased $277,000 from the 1998
quarter due to a decrease of $15.5 million or 38.4% in the average balance,
compounded by a 7 basis point decrease in the average yield from 7.03% in 1998
to 6.96% in 1999. Investment interest income increased by $569,000 or 69.2% due
to an increase of $39.5 million or 69.5% in the average balance offset by a one
basis point decrease in the average yield from 5.79% in 1998 to 5.78% in 1999.
Interest income earned on federal funds sold decreased $1.3 million or 71.9%
from the 1998 quarter due to a decrease in the average balance of $90.9 million
or 69.6% with a 43 basis point decrease in the average yield from 5.65% in 1998
to 5.22% in 1999. The weighted average yield on all interest earning assets was
7.27% at September 30, 1999 and September 30, 1998.
INTEREST EXPENSE:
Interest expense increased $248,000 or 2.1% from the 1998 to the 1999 quarter.
The increase was due to an increase in the average deposits and borrowings of
$98.2 million mitigated somewhat by a 34 basis point decrease in the average
rate paid on deposits and borrowings from 4.73% in 1998 to 4.39% in 1999. At
September 30, 1999, the average rate payable on liabilities was 4.29% for
deposits, 5.52% for borrowings and 4.36% for combined deposits and borrowings.
PROVISION FOR LOAN LOSSES:
Parkvale's provision for loan losses decreased by $30,000 from the 1998 to the
1999 quarter. Aggregate valuation allowances were 1.30% of gross loans at
September 30, 1999 and June 30, 1999, respectively.
Nonperforming loans and real estate owned were $2.8 million, $3.3 million and
$4.9 million at September 30, 1999, June 30, 1999 and September 30, 1998,
representing 0.23%, 0.27% and 0.43% of total assets at the respective balance
sheet dates. Total loan loss reserves at September 30, 1999 were $13.3 million.
10
<PAGE> 11
OTHER INCOME:
Total other income decreased by $119,000 or 11.6% in 1999 primarily from the
$310,000 prior year gain on the sale of equity securities. Absent this gain,
other income increased $191,000 or 26.7% from 1998 due mainly to increased
service fees on all types of deposit and loan products.
OTHER EXPENSE:
Total other expense increased by $380,000 or 10.0% for the three months ended
September 30, 1999. This increase is due principally to increases in
compensation and office occupancy of $125,000 and $102,000, or 5.8% and 19.4%,
respectively. Parkvale has opened one branch office and taken over additional
office space in the headquarters building since September 1998. Compensation has
risen over prior year due mainly to an increase in full-time equivalents and
payroll related training costs for the bankwide system conversion completed
during September 1999. Annualized noninterest expenses as a percentage of
average assets were 1.39% for the quarter ended September 30, 1999 as compared
to 1.37% for the quarter ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES:
Federal funds sold decreased $33.8 million or 52.7% from June 30, 1999 to
September 30, 1999 due mainly to funds being invested in higher-yielding
adjustable rate mortgages. Investment securities held to maturity increased $6.8
million from June 30, 1999 to September 30, 1999. Escrow for taxes and insurance
decreased by $4.4 million or 47.8% as a result of the remittance of property
taxes to the various taxing districts during the quarter.
Shareholders' equity was $83.9 million or 7.1% of total assets at September 30,
1999. The Bank is required to maintain Tier I (Core) capital equal to at least
4% of the institution's adjusted total assets, and Tier II (Supplementary)
risk-based capital equal to at least 8% of the risk-weighted assets. At
September 30, 1999, Parkvale was in compliance with all applicable regulatory
requirements, with Tier I and Tier II ratios of 6.67% and 11.74%, respectively.
<TABLE>
<CAPTION>
Tier I Tier I Tier II
Core Risk-Based Risk-Based
Capital Capital Capital
----------- --------- ---------
<S> <C> <C> <C>
Equity Capital (1) $ 83,819 $ 83,819 $ 83,819
Less non-allowable intangible assets (331) (331) (331)
Less unrealized securities gains (3,741) (3,741) (3,741)
Plus general valuation allowances (2) -- -- 9,360
----------- --------- ---------
Total regulatory capital 79,747 79,747 89,107
Minimum required capital 47,844 29,953 59,630
----------- --------- ---------
Excess regulatory capital $ 31,903 $ 49,794 $ 29,477
Adjusted total assets $ 1,196,096 $ 748,816 $ 745,371
Regulatory capital as a percentage 6.67% 10.65% 11.95%
Minimum capital required as a percentage 4.00% 4.00% 8.00%
----------- --------- ---------
Excess regulatory capital as a percentage 2.67% 6.65% 3.95%
=========== ========= =========
Well capitalized requirement 5.00% 6.00% 10.00%
=========== ========= =========
</TABLE>
- --------------------
(1) Represents equity capital of the consolidated Bank as reported to the
Pennsylvania Department of Banking and FDIC on Form 032 for the quarter
ended September 30, 1999.
(2) Limited to 1.25% of risk adjusted total assets.
11
<PAGE> 12
Management is not aware of any trends, events, uncertainties or current
recommendations by any regulatory authority that will have (if implemented), or
that are reasonably likely to have, material effects on Parkvale's liquidity,
capital resources or operations.
IMPACT OF YEAR 2000:
Parkvale's year 2000 ("Y2K") plan was discussed on Page 12 of the 1999 Annual
Report included in the 1999 Form 10-K filed in September 1999. The system
conversion was completed as scheduled on September 6, 1999. No changes to the
plan are required as a result of ongoing Y2K readiness testing. The Bank
continues to focus on contingency planning and monitoring daily activity to
ensure uninterrupted customer service.
IMPACT OF INFLATION AND CHANGING PRICES:
The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars without considering changes in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies, substantially all
of the assets and liabilities of a financial institution are monetary in nature.
As a result, interest rates have a more significant impact on a financial
institution's performance than the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services as measured by the consumer price
index.
FORWARD LOOKING STATEMENTS:
The statements in this Form 10-Q which are not historical fact are forward
looking statements. Forward looking information should not be construed as
guarantees of future performance. Actual results may differ from expectations
contained in such forward looking information as a result of factors including
but not limited to the interest rate environment, economic policy or conditions,
federal and state banking and tax regulations and competitive factors in the
marketplace. Each of these factors could affect estimates, assumptions,
uncertainties and risks considered in the development of forward looking
information and could cause actual results to differ materially from
management's expectations regarding future performance.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities N/A
12
<PAGE> 13
Item 4. Submission of Matters to a Vote of Security Holders
(a) The 1999 Annual Meeting of Shareholders of Parkvale Financial Corporation
was held on October 28, 1999. Of 6,091,143 shares eligible to vote, 96.3%
or 5,866,306 were voted by proxy.
(b) The shareholders voted to elect the two nominees for directors, as
described in the Proxy Statement for the Annual Meeting. The results for
the re-election of Fred P. Burger, Jr. as director were 5,390,705 shares
in favor and 475,601 shares withheld. The results for the re-election of
Warren R. Wenner as director were 5,389,465 shares in favor and 476,841
shares withheld.
(c) The recommendation by the Board of Directors to ratify the appointment of
Ernst & Young LLP as the Corporation's independent auditors, as described
in the Proxy Statement for the Annual Meeting, was approved with
5,711,030 shares in favor, 105,599 shares against and 49,677 shares
abstaining.
(d) The shareholders voted to reject a proposal to actively solicit the sale
of the Bank, as described in the Proxy Statement for the Annual Meeting.
Of 4,960,530 shares voted, 1,633,035 shares were in favor, 3,190,743
shares were against, and 136,752 shares abstained.
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits None
(b) Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Parkvale Financial Corporation
DATE: November 12, 1999 By: /s/ Robert J. McCarthy, Jr.
--------------------- ----------------------------
Robert J. McCarthy, Jr.
President and
Chief Executive Officer
DATE: November 12, 1999 By: /s/ Timothy G. Rubritz
--------------------- -----------------------------
Timothy G. Rubritz
Vice President, Treasurer and
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 8,465
<INT-BEARING-DEPOSITS> 771
<FED-FUNDS-SOLD> 30,265
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 21,416
<INVESTMENTS-CARRYING> 99,616
<INVESTMENTS-MARKET> 99,043
<LOANS> 1,024,665
<ALLOWANCE> 13,303
<TOTAL-ASSETS> 1,188,136
<DEPOSITS> 1,034,458
<SHORT-TERM> 2,472
<LIABILITIES-OTHER> 11,487
<LONG-TERM> 55,841
0
0
<COMMON> 6,735
<OTHER-SE> 77,138
<TOTAL-LIABILITIES-AND-EQUITY> 1,188,136
<INTEREST-LOAN> 18,144
<INTEREST-INVEST> 2,343
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 20,487
<INTEREST-DEPOSIT> 11,216
<INTEREST-EXPENSE> 12,096
<INTEREST-INCOME-NET> 8,391
<LOAN-LOSSES> 33
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,179
<INCOME-PRETAX> 5,086
<INCOME-PRE-EXTRAORDINARY> 3,197
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,197
<EPS-BASIC> 0.52
<EPS-DILUTED> 0.52
<YIELD-ACTUAL> 3.79
<LOANS-NON> 2,748
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 13,253
<CHARGE-OFFS> 46
<RECOVERIES> 63
<ALLOWANCE-CLOSE> 13,303
<ALLOWANCE-DOMESTIC> 13,303
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 12,804
</TABLE>
