SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [ ])
[X ] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the Appropriate Box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
MID PENN BANCORP, INC.
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No filing fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule O-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
March 28, 1997
DEAR SHAREHOLDER:
It is my pleasure to invite you to attend the 1997 Annual
Meeting of Shareholders of Mid Penn Bancorp, Inc. to be held on
Tuesday, April 22, 1997 at 10:00 a.m., prevailing time. The
Annual Meeting this year will be held at Mid Penn Bank, 349 Union
Street, Millersburg, Pennsylvania 17061.
The Notice of the Annual Meeting and the Proxy Statement on
the following pages address the formal business of the meeting.
The formal business schedule includes the election of four (4)
Class B Directors and the ratification of the selection of the
independent auditors for 1997. At the meeting, members of the
Corporation's management will review the Corporation's operations
during the past year and will be available to respond to
questions.
We strongly encourage you to vote your shares, whether or
not you plan to attend the meeting. It is very important that
you sign, date and return the accompanying Proxy as soon as
possible, in the postage prepaid envelope. If you do attend the
meeting and wish to vote in person, you must give written notice
thereof to the Secretary of the Corporation so that your Proxy
will be superseded by any ballot that you submit at the meeting.
Sincerely,
/s/ Eugene F. Shaffer
---------------------
Eugene F. Shaffer
Chairman of the Board,
President and
Chief Executive Officer
<PAGE>
[This page intentionally left blank.]
<PAGE>
________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1997
________________________________
TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:
Notice is hereby given that the Annual Meeting of
Shareholders of MID PENN BANCORP, INC. (the "Corporation") will
be held at 10:00 a.m., prevailing time, on Tuesday, April 22,
1997, at Mid Penn Bank, 349 Union Street, Millersburg,
Pennsylvania 17061, for the following purposes:
1. To elect four (4) Class B Directors to serve for a
three-year term and until their successors are elected and
qualified;
2. To ratify the selection of Parente, Randolph, Orlando,
Carey & Associates, Certified Public Accountants, of
Wilkes-Barre, Pennsylvania, as the independent auditors for the
Corporation for the year ending December 31, 1997; and
3. To transact such other business as may properly come
before the Annual Meeting and any adjournment or postponement
thereof.
In accordance with the By-laws of the Corporation and action
of the Board of Directors, only those shareholders of record at
the close of business on March 21, 1997, will be entitled to
notice of and to vote at the Annual Meeting and any adjournment
or postponement thereof.
A copy of the Corporation's Annual Report for the fiscal
year ended December 31, 1996, is enclosed with this Notice.
Copies of the Corporation's Annual Report for the 1995 fiscal
year may be obtained, at no cost, by contacting Eugene F.
Shaffer, Chairman of the Board, President and Chief Executive
Officer, 349 Union Street, Millersburg, Pennsylvania 17061,
telephone: (717) 692-2133.
<PAGE>
You are urged to mark, sign, date and promptly return your
Proxy in the enclosed envelope so that your shares may be voted
in accordance with your wishes and in order that the presence of
a quorum may be assured. The prompt return of your signed Proxy,
regardless of the number of shares you hold, will aid the
Corporation in reducing the expense of additional proxy
solicitation. Giving your Proxy does not affect your right to
vote in person, if you attend the meeting and give written notice
to the Secretary of the Corporation.
By Order of the Board of Directors,
/s/ Eugene F. Shaffer
------------------------
Eugene F. Shaffer
Chairman of the Board,
President and
Chief Executive Officer
March 28, 1997
<PAGE>
MID PENN BANCORP, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 22, 1997
GENERAL
Introduction, Date, Time and Place of Annual Meeting
This Proxy Statement is furnished in connection with the
solicitation of proxies, by the Board of Directors of MID PENN
BANCORP, INC. (the "Corporation"), a Pennsylvania business
corporation, to be voted at the Annual Meeting of Shareholders of
the Corporation to be held on Tuesday, April 22, 1997, at 10:00
a.m., prevailing time, at Mid Penn Bank, 349 Union Street,
Millersburg, Pennsylvania 17061, and at any adjournment or
postponement of the Annual Meeting.
The principal executive office of the Corporation is located
at Mid Penn Bank (the "Bank"), 349 Union Street, Millersburg,
Pennsylvania 17061. The telephone number for the Corporation is
(717) 692-2133. All inquiries should be directed to Eugene F.
Shaffer, Chairman of the Board, President and Chief Executive
Officer of the Corporation. The Bank is a wholly-owned
subsidiary of the Corporation.
Solicitation and Voting of Proxies
This Proxy Statement and the enclosed form of proxy (the
"Proxy") are first being sent to shareholders of the Corporation
on or about March 28, 1997.
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with
the specifications made thereon by the shareholders. Any Proxy
not specifying to the contrary will be voted FOR the election of
the nominees for Class B Director named below and FOR the
ratification of the selection of Parente, Randolph, Orlando,
Carey & Associates, Certified Public Accountants, of
Wilkes-Barre, Pennsylvania, as the independent auditors for the
Corporation for the year ending December 31, 1997. Execution and
return of the enclosed Proxy will not affect a shareholder's
right to attend the Annual Meeting and to vote in person, after
giving written notice to the Secretary of the Corporation. The
cost of preparing, assembling, printing, mailing and soliciting
proxies, and any additional material that the Corporation may
furnish shareholders in connection with the Annual Meeting, will
be borne by the Corporation. In addition to the use of the
mails, certain directors, officers and employees of the
Corporation and of the Bank may solicit proxies personally, by
telephone, telegraph and telecopier. The Corporation will make
arrangements with brokerage houses and other custodians, nominees
and fiduciaries to forward proxy solicitation material to the
beneficial owners of stock held of record by these persons, and,
upon request therefor, the Corporation will reimburse them for
their reasonable forwarding expenses.
- 1 -
<PAGE>
Revocability of Proxy
A shareholder who returns a Proxy may revoke the Proxy at
any time before it is voted only: (1) by giving written notice of
revocation to Cindy L. Wetzel, Secretary of Mid Penn Bancorp,
Inc., at 349 Union Street, Millersburg, Pennsylvania 17061; (2)
by executing a later-dated proxy and giving written notice
thereof to the Secretary of the Corporation; or (3) by voting in
person after giving written notice to the Secretary of the
Corporation.
Voting Securities, Record Date and Quorum
Only holders of Common Stock of record at the close of
business on March 21, 1997 (the "Record Date"), will be entitled
to notice of and to vote at the Annual Meeting. Cumulative
voting rights do not exist with respect to the election of
directors. On all matters to come before the Annual Meeting,
each share of Common Stock is entitled to one vote. At the close
of business on the Record Date, the Corporation had 1,241,973
shares of common stock, par value $1.00 per share outstanding
(the "Common Stock"). The Common Stock is the Corporation's only
authorized class of stock.
Under Pennsylvania law and the By-laws of the Corporation,
the presence of a quorum is required for each matter to be acted
upon at the Annual Meeting. Pursuant to Article 3, Section 3.1,
of the By-laws of the Corporation, the presence, in person or by
proxy, of shareholders entitled to cast at least a majority of
the votes that all shareholders are entitled to cast constitutes
a quorum for the transaction of business at the Annual Meeting.
Votes withheld and abstentions will be counted in determining the
presence of a quorum for a particular matter. Broker non-votes
will not be counted in determining the presence of a quorum for
the particular matter as to which the broker withheld authority.
Assuming the presence of a quorum, the four nominees for
director receiving the highest number of votes cast by
shareholders entitled to vote for the election of directors shall
be elected. Votes withheld from a nominee and broker non-votes
will not be cast for such nominee.
Assuming the presence of a quorum, the affirmative vote of a
majority of all votes cast by shareholders is required for the
ratification of the selection of independent auditors.
Abstentions and broker non-votes are not deemed to constitute
votes cast and therefore do not count either for or against such
ratification. Abstentions and broker non-votes, however, have
the practical effect of reducing the number of affirmative votes
required to achieve a majority for each such matter by reducing
the total number of shares voted from which the required majority
is calculated.
- 2 -
<PAGE>
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
The following table sets forth as of March 1, 1997, the
persons who own of record or who are known by the Board of
Directors to be the beneficial owners, as defined below, of more
than five percent (5%) of the Corporation's outstanding Common
Stock, the number of shares beneficially owned by such person and
the percentage of the Corporation's outstanding Common Stock so
owned.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership of Class
-------------------- -------------------- --------
<S> <C> <C>
NEBCO<F1> 125,079 10.07%
349 Union Street
Millersburg, PA 17061
- -------------------------
<FN>
<F1> NEBCO is the nominee registration of the Bank's trust
department. Shares of Common Stock are held for various Trust
Accounts. It is the intent of NEBCO to cast all shares for which
it has voting power FOR the four nominees for Class B Director
and FOR the ratification of the selection of the independent
auditors for the year ending December 31, 1997, as discussed
below.
</FN>
</TABLE>
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth, as of March 1, 1997, and
from information supplied by the respective individuals, the
amount and percentage, if over one percent (1%), of the Common
Stock beneficially owned by each director, each nominee for the
Board of Directors and all officers and directors of the
Corporation as a group. Unless designated to the contrary in a
footnote, all shares are individually held.
<TABLE>
<CAPTION>
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership<F1> of Class
- -------------------- ------------------------ --------
<S> <C> <C>
CURRENT CLASS B DIRECTORS
AND NOMINEES FOR CLASS
B DIRECTOR
(To Serve Until 2000)
Jere M. Coxon 15,172 1.22%
Alan W. Dakey 1,549<F2> --
Charles F. Lebo 14,098<F3> 1.13%
Guy J. Snyder, Jr. 34,251<F4> 2.76%
- 3 -
<PAGE>
CLASS A DIRECTORS
(To Serve Until 1999)
Warren A. Miller 9,625<F5> --
Charles R. Phillips 16,578 1.33%
Edwin D. Schlegel 30,010<F6> 2.42%
Eugene F. Shaffer 56,498<F7> 4.55%
CLASS C DIRECTORS
(To Serve Until 1998)
Earl R. Etzweiler 47,373 3.81%
Harvey J. Hummel 7,218<F8> --
William G. Nelson 27,970<F9> 2.25%
All Officers and Directors
as a Group (13 persons) 262,676 21.15%
_______________________
<FN>
<F1> The securities "beneficially owned" by an individual are
determined in accordance with the definitions of "beneficial
ownership" set forth in the General Rules and Regulations of the
Securities and Exchange Commission and may include securities
owned by or for the individual's spouse and minor children and
any other relative who has the same home, as well as securities
to which the individual has, or shares, voting or investment
power or has the right to acquire beneficial ownership within 60
days after March 1, 1997. Beneficial ownership may be disclaimed
as to certain of the securities.
<F2> Shares held jointly by Mr. Dakey and his spouse.
<F3> Includes 4,606 shares held jointly by Mr. Lebo and his
spouse.
<F4> Includes 17,487 shares held jointly by Mr. Snyder and his
spouse and 16,764 shares held individually by his spouse.
<F5> Shares held jointly by Mr. Miller and his spouse.
<F6> Shares held jointly by Mr. Schlegel and his spouse.
<F7> Includes 3,341 shares held jointly by Mr. Shaffer and his
spouse. Mr. Shaffer is trustee of seven trusts, each holding
3,139.73 shares, held for the benefit of various family members.
<F8> Shares held jointly by Mr. Hummel and his spouse.
<F9> Includes 4,439 shares held jointly by Mr. Nelson and his
spouse.
</FN>
</TABLE>
- 4 -
<PAGE>
ELECTION OF DIRECTORS
The By-laws of the Corporation provide that the
Corporation's business be managed by its Board of Directors. The
Corporation's By-laws provide for a classified Board of Directors
with three-year terms of office. Section 10.2 of the By-laws
provides that the number of directors be not less than five or
more than twenty-five members. The Board of Directors is divided
into three classes. Each class is elected for a term of three
years. Within the foregoing limits, the Board of Directors may,
from time to time, fix the number of directors and their
respective classifications. The terms of the respective classes
expire in successive years, as provided in Section 10.3 of the
By-laws. The Board of Directors has fixed the number of Board
members at eleven (11), with four (4) directors in each of
Classes A and B and three (3) directors in Class C. Pursuant to
Section 11.1 of the By-laws, vacancies on the Board of Directors,
including vacancies resulting from an increase in the number of
directors, are filled by a majority of the remaining members of
the Board of Directors, though less than a quorum, and each
person so appointed is a director until the expiration of the
term of office of the class of directors to which the director
was appointed.
In accordance with Section 10.3 of the By-laws, at the 1997
Annual Meeting of Shareholders of the Corporation, the
shareholders shall elect four (4) Class B Directors to serve for
a three-year term and until their successors are elected and
qualified. At each annual meeting of shareholders, successors to
the class of directors whose term expire are elected to hold
office for a term of three (3) years, so that the term of office
of one class of directors expires each year.
Unless otherwise instructed, the Proxyholders will vote the
Proxies received by them for the election of the nominees named
below. If any nominee should become unavailable for any reason,
Proxies will be voted in favor of a substitute nominee as the
Board of Directors of the Corporation shall determine. The Board
of Directors has no reason to believe that the nominees named
will be unable to serve, if elected.
There is no cumulative voting for the election of directors.
Each share of Common Stock is entitled to cast only one vote for
each nominee. For example, if a shareholder owns ten shares of
Common Stock, he or she may cast up to ten votes for each of the
four directors in the class to be elected.
INFORMATION AS TO NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with
respect to the Corporation's directors, nominees for Director and
executive officers:
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Principal
Occupation for Past
Age as of Five Years and
March 21, Position Held with
Name 1997 Corporation and Bank
- ---- --------- ---------------------
<S> <C> <C>
CURRENT CLASS B DIRECTORS
AND NOMINEES FOR CLASS B
DIRECTOR
(To Serve Until 2000)
Alan W. Dakey 45 Executive Vice
<F1><F3><F4><F5> President of the
Corporation since
1994; President and
Chief Executive
Officer of the Bank
since 1994; Executive
Vice President and
Chief Operating
Officer of the Bank
from July 1993
to May 1994; and
Senior Vice President
of the Dime Bank from
October 1986
to July 1993.
Jere M. Coxon 54 Executive Vice
<F2><F5> President, Penn Wood
Products, Inc.
Charles F. Lebo 63 Retired Educator, PA
<F1><F2><F4> Dept. of Education
Guy J. Snyder, Jr. 59 President, Snyder
<F2><F3><F5> Fuels, Inc.
CLASS A DIRECTORS
(To Serve Until 1999)
Warren A. Miller 64 Assistant Vice
<F4><F6> President of the Bank
Charles R. Phillips 70 Retired, Mahantongo
<F1><F4><F5> Game Farms
Edwin D. Schlegel 58 Superintendent,
<F2><F3> Millersburg
Area School District
Eugene F. Shaffer 61 Chairman of the
<F1><F3><F4><F5> Board, President and
Chief Executive
Officer of the
Corporation since
1991; Chairman of the
Board of the Bank
since 1976; President
and Chief Executive
Officer of the Bank
from 1976-1994
CLASS C DIRECTOR
(To Serve Until 1998)
Earl R. Etzweiler 63 Attorney - Owner,
<F1><F3> Etzweiler &
Associates
Attorneys at Law;
Vice Chairman of the
Board of the
Corporation
since 1991
Harvey J. Hummel 70 Retired, formerly
<F1><F4><F6> Vice President of the
Bank
William G. Nelson 61 President, Victory
<F1><F3><F4><F5> Leasing, Inc.;
President, Hess
Trucking Co., Inc.;
President, Victory
Services & Nelson
Terminals, Inc.
<CAPTION>
Director Since
Name Corporation/Bank
- ---- ----------------
<S> <C>
CURRENT CLASS B DIRECTORS
AND NOMINEES FOR CLASS B
DIRECTOR
(To Serve Until 2000)
Alan W. Dakey 1995/1994
<F1><F3><F4><F5>
Jere M. Coxon 1991/1981
<F2><F5>
Charles F. Lebo 1991/1978
<F1><F2><F4>
Guy J. Snyder, Jr. 1991/1984
<F2><F3><F5>
CLASS A DIRECTORS
(To Serve Until 1999)
Warren A. Miller 1991/1985
<F4><F6>
Charles R. Phillips 1991/1979
<F1><F4><F5>
Edwin D. Schlegel 1991/1981
<F2><F3>
- 6 -
<PAGE>
Eugene F. Shaffer 1991/1973
<F1><F3><F4><F5>
CLASS C DIRECTOR
(To Serve Until 1998)
Earl R. Etzweiler 1991/1972
<F1><F3>
Harvey J. Hummel 1991/1985
<F1><F4><F6>
William G. Nelson 1991/1970
<F1><F3><F4><F5>
____________________
<FN>
<F1> Member of the Bank's Executive Committee. This committee
exercises the authority of the Bank's Board of Directors in the
intervals between meetings of the Board of Directors to the
extent permitted by law. This committee did not meet in 1996.
Mr. Earl R. Etzweiler is Chairman of the Executive Committee.
<F2> Member of the Bank's Audit Committee. The Audit Committee
conducts, at least once a year, a complete audit of the books and
affairs of the Bank, including the Trust Department, through the
engagement of a certified public accountant or through the use of
an approved internal audit program. Upon completion of the
audit, the committee reviews the report and makes recommendations
to the Board of Directors at its next regular meeting. This
committee met four (4) times in 1996. Mr. Charles F. Lebo is
Chairman of the Audit Committee.
<F3> Member of the Bank's Trust Committee. This committee
determines the policies and investments of the Trust Department
and approves the acceptance of all fiduciary relationships and
the closing out or the relinquishment of all fiduciary
relationships. The committee ratifies the acceptance, closing
out or relinquishment of fiduciary relationships by officers
designated for that purpose. This committee met twelve (12)
times in 1996. Mr. William G. Nelson is Chairman of the Trust
Committee.
- 7 -
<PAGE>
<F4> Member of the Bank's Loan Committee. This committee reviews
and approves or rejects loans over the limit of the Bank's loan
officers. This committee met twenty-two (22) times in 1996. Mr.
Charles R. Phillips is the Chairman of the Loan Committee.
<F5> Member of the Bank's Salary and Personnel Committee. This
committee reviews employee performance evaluations and makes
salary recommendations to the Board of Directors. This committee
met once in 1996.
<F6> Member of the Bank's Tower City Advisory Board. This
committee makes decisions on loan applications received at the
Tower City Office of the Bank up to a predetermined limit as set
by the Board of Directors. This committee met twenty-six (26)
times in 1996.
During 1996, the Bank's Board of Directors held twelve (12)
meetings and the Corporation's Board of Directors held five (5)
meetings. Each of the Directors attended at least 75 percent of
the combined total number of meetings of the Corporation's and of
the Bank's Board of Directors and of the Committees of which he
was a member.
The Corporation does not have a nominating committee. A
shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director
should submit a proposal in writing to the Secretary of the
Corporation in accordance with Section 10.1 of the Corporation's
By-laws. Any shareholder who intends to nominate or to cause to
have nominated any candidate for election to the Board of
Directors must notify the Secretary of the Corporation in writing
not less than sixty (60) days prior to the date of any meeting of
shareholders called for the election of directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and
persons who own more than ten percent (10%) of the registered
class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater
than ten percent (10%) shareholders are required by SEC
regulation to furnish the Corporation with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, and/or written representations from certain
reporting persons that no Forms 5 were required for those
persons, the Corporation believes that during the period January
1, 1996, through December 31, 1996, its officers and directors
were in compliance with all filing requirements applicable to
them, with the exception of Mr. Dakey, who inadvertently filed
one late Form 4 to report a transaction.
- 8 -
<PAGE>
EXECUTIVE COMPENSATION
Shown below is information concerning the annual
compensation for services in all capacities to the Corporation
for the fiscal years ended December 31, 1996, 1995 and 1994 of
those persons who were, at December 31, 1996, (i) the Chief
Executive Officer, and (ii) the four other most highly
compensated executive officers of the Corporation to the extent
such persons' total annual salary and bonus exceeded $100,000:
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
<CAPTION>
(a) (b) (c) (d)
Name and Principal Salary Bonus
Position Year ($)<F1> ($)<F2>
- ------------------ ---- ------- -------
<S> <C> <C> <C>
Eugene F. Shaffer 1996 56,800.00 8,384.00
Chairman, 1995 56,800.00 12,377.00
President and 1994 104,650.00 20,794.00
Chief Executive
Alan W. Dakey, 1996 101,800.00 22,734.00
Executive Vice 1995 91,800.00 26,860.00
President 1994 75,000.00 13,500.00
<CAPTION>
Long-Term Compensation
-----------------------
Awards Payouts
------ --------
(a) (e) (f) (g) (h) (i)
Other All
Annual Restricted LTIP other
Compen- Stock Options/ Pay- Compen-
Name and Principal sation Award(s) SARs outs sation
Position ($) ($) (#) ($) ($)<F3><F4>
- ------------------ ------ --------- ------- ----- ----------
<S> <C> <C> <C> <C> <C>
Eugene F. Shaffer -- -- -- -- 13,423.76
Chairman, -- -- -- -- 12,109.32
President and -- -- -- -- 16,856.82
Chief Executive
Alan W. Dakey, -- -- -- -- 14,929.20
Executive Vice -- -- -- -- 13,369.80
President -- -- -- -- 5,366.38
_______________
<FN>
<F1> Salary includes annual Board of Directors fee of $6,800,
paid to Mr. Shaffer in 1996, 1995 and 1994, and paid to Mr. Dakey
in 1996 and 1995.
<F2> Mr. Shaffer's bonus includes a Directors bonus paid to Mr.
Shaffer in 1996, 1995 and 1994 of $884, $1,377 and $1,224,
respectively. Mr. Dakey's bonus includes a Directors bonus paid
to Mr. Dakey in 1996 and 1995 of $884 and $1,360, respectively .
<F3> Includes life insurance premiums of $1541.04, $1,100.40 and
$2,179.32, paid by the Bank in 1996, 1995 and 1994, respectively,
on behalf of Mr. Shaffer pursuant to life insurance maintained
for executive officers. Includes premiums paid by the Bank in
1996 and 1995 for split dollar life insurance of $4,382.72 and
$3,508.92, respectively, on behalf of Mr. Shaffer. The Bank can
recover the premium costs upon the death of Mr. Shaffer.
Includes life insurance premiums of $679.20, $619.80 and $609.00,
paid by the Bank in 1996, 1995 and 1994, respectively, on behalf
of Mr. Dakey pursuant to life insurance maintained for executive
officers.
<F4> Includes $7,500.00, $7,500.00 and $14,677.50, contributed by
the Bank to the Profit Sharing Retirement Plan on behalf of Mr.
Shaffer in 1996, 1995 and 1994, respectively. Includes
$14,250.00, $12,750.00 and $4,757.38, contributed by the Bank to
the Profit Sharing Retirement Plan on behalf of Mr. Dakey in
1996, 1995 and 1994, respectively.
</FN>
</TABLE>
- 9 -
<PAGE>
Profit Sharing Retirement Plan
The Corporation does not have a pension plan. The Bank,
however, maintains the Employee Profit Sharing Retirement Plan,
created in 1949 and restated in 1984, which covers all Bank
employees who accumulate at least 1,000 hours of service in a
twelve (12) month period beginning on the first day of
employment. Eligible employees are entitled to receive a share
of the Bank's contribution to the Plan if he or she accumulates
at least 1,000 hours of service during a Plan Year and is
employed at the end of the year, December 31st.
The annual contribution is determined by the Board of
Directors of the Bank and is contingent upon current or
accumulative profits of the Bank with the total amount of the
annual contribution not to exceed fifteen percent (15%) of the
total eligible compensation paid by the Bank to all participating
employees. A participating employee's share of such annual
contribution is allocated on the basis of the participating
employee's eligible compensation up to $150,000 as compared to
the total eligible compensation of all the participating
employees. Participating employees are permitted to make
after-tax contributions of no more than ten percent (10%) or less
than three percent (3%) of their eligible compensation. The
contributions to the Plan are paid to a Trust Fund that is
administered by the Bank's Trust Department. A participating
employee is allocated a share of the net income of the Trust Fund
and the increase or decrease in the fair market value of its
assets on the basis of such employee's beginning of the Plan Year
account balance, less any payments as compared to the total
beginning account balances, less payments to all the
participating employees. A notice of the account balance is
given to participating employees annually.
Distribution under the Plan can be made to participating
employees upon retirement (either normal or early retirement as
defined in the Plan), at death or disability of the participating
employee or upon severing employment if either partially or fully
vested. The Plan provides for percentage vesting of twenty
percent (20%) for the first full three (3) years of service
increasing annually thereafter to one hundred percent (100%)
vesting after seven (7) full years of participation. The Plan
provides for an accelerated vesting schedule in the event it
becomes top-heavy.
It is not possible to determine the extent of the benefits
that any participating employee may be entitled to receive under
the Plan on the date of termination of employment because the
amount of the benefits is dependent, among other things, upon the
future earnings of the Bank, the future compensation of the
participants and the future earnings of the Plan's Trust Fund.
As of December 31, 1996 the total market value of the Employee
Profit Sharing Retirement Fund is approximately $2,723,794.
There are 12,929 shares of Common Stock in the Plan and the
market value of these shares is $33.50 per share for a total of
$433,121.50.
Contributions paid to the Plan by the Bank were $228,619.71
and $214,066.63 for 1996 and 1995, respectively. The amount
contributed by the Bank in 1996 to the Plan for Mr. Shaffer,
Chairman of the Board, President and Chief Executive Officer of
the Corporation, was $7,500. The amount contributed by the Bank
in 1996 to the Plan for Mr. Dakey, Executive Vice President of
the Corporation, was $14,250. As of March 21, 1997, Mr. Shaffer
and Mr. Dakey have twenty-six (26) years and three (3) years,
respectively, of credited service under the Plan.
- 10 -
<PAGE>
Compensation of Directors
During 1996, Bank directors received an annual fee of $6,800
and a bonus of $884. A bonus is payable to directors each year
based upon whether the Bank meets certain performance criteria,
with respect to earnings and growth, as outlined in the Bank's
Performance Bonus Plan. Members of special committees receive
$75.00 for each meeting attended if the meeting is held on a day
other than that of the regularly scheduled Board meeting.
Directors who are also officers employed by the Bank are not paid
for attending meetings of special committees. In 1996, Attorney
Etzweiler also received fees of $25,721 for legal services
rendered. In 1996, the Board of Directors received $116,850, in
the aggregate, for all Board of Directors' meetings and committee
meetings attended, and all fees paid to Directors.
Directors received no remuneration for attendance at the
meetings of the Board of Directors of the Corporation.
In May of 1995, the Board of Directors adopted a retirement
bonus plan that provides payment of a retirement bonus to
directors who voluntarily retire from service, or who have
attained the mandatory retirement age. The retirement bonus is
determined by multiplying the "base retirement bonus" for the
member's position ($400 for the Chairman, $200 for all other
Directors) by the number of full years the member served. No
portion of the payment under this plan is assignable. The Plan
contains an inflationary adjustment provision. Payments due
under the plan are paid quarterly.
Compensation Committee Interlocks and Insider Participation
Mr. Eugene F. Shaffer, Chairman of the Board, President and
Chief Executive Officer of the Corporation, and Mr. Alan W.
Dakey, Executive Vice President of the Corporation, are members
of the Salary and Personnel Committee. Messrs. Shaffer and Dakey
do not participate in conducting their own reviews or determining
their own salaries.
Salary and Personnel Committee Report on Executive Compensation
Mid Penn Bank (the "Bank"), the wholly-owned bank subsidiary
of Mid Penn Bancorp, Inc. (the "Corporation"), provides
compensation to the employees of the Bank. The Board of
Directors, acting in the best interests of the Corporation's
shareholders, customers, and the communities it serves, is
responsible for providing compensation to all of its employees
based on the individual's contribution and personal performance.
The compensation program is administered by the Salary and
Personnel Committee. The Committee strives to offer a fair and
competitive compensation policy to govern executive officers'
base salaries and incentive plans and to attract and maintain
competent, dedicated, and ambitious managers whose efforts will
enhance the products and services of the Corporation and of the
Bank, resulting in higher profitability, and increased dividends
to the Corporation's shareholders and appreciation in market
value of the Corporation's Common Stock.
The compensation of the Corporation's and Bank's top
executives is reviewed and approved annually by the Board of
Directors upon the recommendations of the Salary and Personnel
Committee. As a guideline for determining base salaries, the
Committee uses the Salary/Benefits Survey published by L. R.
Webber Associates, Inc. This peer group of banks with
- 11 -
<PAGE>
assets ranging from $100 million to $199 million by region is
different from the peer group used for the performance chart.
The Committee used this peer group of banks because of common
industry issues and competition for the same executive talent
group.
The Committee does not deem Section 162(m) of the Internal
Revenue Code (the "IRC") to be applicable to the Corporation at
this time. The Committee intends to monitor the future
application of IRC Section 162(m) to the compensation paid to its
executive officers and, in the event that this section becomes
applicable to the Corporation, the Committee intends to amend the
Corporation's and/or the Bank's compensation plans to preserve
deductibility of compensation payable thereunder.
Chief Executive Officer Compensation
The Board of Directors determined the Chief Executive
Officer's 1996 compensation of $57,500 (comprised of his annual
cash salary and cash bonus, exclusive of director's fees and
bonus) to be appropriate in light of the Corporation's 1996
performance. The 1996 compensation represents the combined
salary and bonus reported on the Summary Compensation Table.
There is no direct correlation between the Chief Executive
Officer's compensation and any specific performance criteria, nor
is there any weight given by the Committee to any specific
individual criteria. The Chief Executive Officer's compensation
is based on the Committee's subjective determination after review
of all information that it deems relevant.
Executive Officers
The Committee based compensation increases to executive
officers on subjective analysis of each individual's contribution
to the Corporation. The Board of Directors considered numerous
factors in determining compensation increases including the
Corporation's earnings, return on assets, return on equity,
market share, total assets, and non-performing loans. Although
performance and increases in compensation were measured by these
factors, among others, there is no direct correlation between any
specific criterion and an employee's compensation. The
Committee's analysis did not provide a specific weight to any
criteria. The determination by the Committee is subjective after
review of all information deemed relevant.
Individuals are reviewed annually on a calendar year basis.
Total compensation opportunities available to employees of the
Bank are influenced by general market conditions, specific
responsibilities of the individual, and the individual's
contributions to the success of the Corporation. The Bank
strives to offer compensation that is competitive with that
offered by employers of comparable size in the banking industry.
The Corporation strives to meet its strategic goals and
objectives to its constituencies and to provide fair and
meaningful compensation to its employees.
Salary and Personnel Committee
Jere M. Coxon Charles R. Phillips
Alan W. Dakey Eugene F. Shaffer
William G. Nelson Guy J. Snyder, Jr.
- 12 -
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly dollar
change in the cumulative total shareholder return on the
Corporation's Common Stock against the cumulative total return of
the S&P 500 Stock Index and the Peer Group Index for the period
of five fiscal years commencing January 1, 1992 and ending
December 31, 1996. The shareholder return shown on the graph
below is not necessarily indicative of future performance.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Comparison of Five Year Cumulative Total Return<F1>
[PERFORMANCE GRAPH OMITTED.]
[Following is a description of the performance graph in a tabular
format.]
1991 1992 1993 1994 1995 1996
---- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Peer Group Total 1000.00 1139.41 1558.56 1868.30 2114.63 2625.87
Peer Group Index 100.00 113.94 155.86 186.83 211.46 262.59
Mid Penn Bancorp, 100.00 99.55 147.63 181.97 206.03 210.47
Inc.
S & P 500 417.09 435.71 466.45 459.27 615.93 740.74
S & P 500 Index 100.00 104.46 111.83 110.11 147.67 177.60
<FN>
<F1> The Peer Group for which information appears above includes
the following companies: CNB Financial Corporation; Citizens &
Northern Corporation; Citizens Financial Services, Inc.; Columbia
Financial Corporation; Comm. Bancorp, Inc.,; Heritage Bancorp,
Inc.,; Norwood Financial Corporation; Penn Security Bank & Trust
Co.,; Penns Woods Bancorp, Inc.; and Pioneer American Holding
Company. These companies were selected based on four criteria:
total assets between $150 million and $600 million; market
capitalization greater than $15 million; headquarters located in
Pennsylvania; and not quoted on NASDAQ.
</FN>
</TABLE>
- 13 -
<PAGE>
CERTAIN TRANSACTIONS
There have been no material transactions between the
Corporation and the Bank, nor any material transactions proposed,
with any director or executive officer of the Corporation or of
the Bank, or any associate of the foregoing persons. The
Corporation and the Bank have had, and intend to continue to
have, banking and financial transactions in the ordinary course
of business with directors and officers of the Corporation and of
the Bank and their associates on comparable terms and with
similar interest rates as those prevailing from time to time for
other customers of the Corporation and of the Bank. Total loans
outstanding from the Corporation and the Bank at December 31,
1996, to the Corporation's and the Bank's officers and directors
as a group and members of their immediate families and companies
in which they had an ownership interest of 10% or more was
approximately $2,232,484 or approximately 9% of the total equity
capital of the Bank. Loans to such persons were made in the
ordinary course of business, were made on substantially the same
terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features. The
largest aggregate amount of indebtedness outstanding at any time
during fiscal year 1996 to officers and directors of the
Corporation and the Bank as a group was approximately $2,954,905.
During 1996, Mr. Earl R. Etzweiler, Esquire, a Director of
the Corporation and the Bank, served as solicitor of the
Corporation and of the Bank. During 1996, Mr. Etzweiler received
fees from the Bank for legal services rendered.
PRINCIPAL OFFICERS OF THE CORPORATION
The following table sets forth selected information about
the principal officers of the Corporation, each of whom is
elected by the Board of Directors and each of whom holds office
at the discretion of the Board of Directors:
<TABLE>
<CAPTION>
Bank Number of Age as of
Held Employee Shares Bene- March 1,
Name and Position Since Since ficially Owned 1997
- ----------------- ----- -------- -------------- ---------
<S> <C> <C> <C> <C>
Eugene F. Shaffer - 1991 1969 56,498 61
Chairman of the Board,
President and Chief
Executive Officer
Earl R. Etzweiler - 1991 <F1> 47,373 63
Vice Chairman of the
Board
Alan W. Dakey - 1994 1993 1,549 45
Executive Vice
President
- 14 -
<PAGE>
Gerald D. 1991 1967 1,904 59
Schoffstall -
Treasurer
Cindy L. Wetzel - 1991 1979 431<F2> 35
Secretary
<FN>
<F1> Mr. Etzweiler is not a Bank employee.
<F2> Shares held jointly by Ms. Wetzel and her spouse.
</FN>
</TABLE>
PRINCIPAL OFFICERS OF THE BANK
The following table sets forth selected information about
the principal officers of the Bank, each of whom is elected by
the Board of Directors and each of whom holds office at the
discretion of the Board of Directors:
<TABLE>
<CAPTION>
Bank
Office and Position Held Employee
Name with the Bank Since Since
- ---- ------------------- ----- -------
<S> <C> <C> <C>
Eugene F. Shaffer Chairman of the Board 1976 1969
Alan W. Dakey President and Chief 1994 1993
Executive Officer
Gerald D. Executive Vice 1976 1967
Schoffstall President and
Comptroller 1986
Randall L. Klinger Senior Vice President 1989 1974
and Senior Loan Officer 1986
Norman L. Houser Senior Vice President 1989 1984
and Business Development
Officer
Dennis E. Spotts Vice President and EDP 1980 1973
Manager 1976
Larry L. Novinger Operations Officer 1986 1985
Kevin W. Assistant Comptroller 1996 1985
Laudenslager Internal Auditor 1985
<CAPTION>
Number of Shares
Beneficially Age as of
Name Owned March 1, 1997
- ---- ------------------- -------------
<S> <C> <C>
Eugene F. Shaffer 56,498 61
Alan W. Dakey 1,549 45
Gerald D. 1,904 59
Schoffstall
Randall L. Klinger 64<F1> 48
Norman L. Houser 1,077<F2> 57
Dennis E. Spotts 3,168 42
Larry L. Novinger 1,476<F3> 52
- 15 -
<PAGE>
Kevin W. 560 33
Laudenslager
_____________________
<FN>
<F1> Shares held jointly by Mr. Klinger and his spouse.
<F2> Shares held jointly by Mr. Houser and his spouse.
<F3>Shares held jointly by Mr. Novinger and his spouse.
</FN>
</TABLE>
LEGAL PROCEEDINGS
In the opinion of the management of the Corporation and of
the Bank, there are no proceedings pending to which the
Corporation and the Bank are a party or to which their property
is subject, which, if determined adversely to the Corporation and
the Bank, would be material in relation to the Corporation's and
the Bank's undivided profits or financial condition. There are
no proceedings pending other than routine litigation incident to
the business of the Corporation and of the Bank. In addition, no
material proceedings are pending or are known to be threatened or
contemplated against the Corporation and the Bank by government
authorities.
RATIFICATION OF INDEPENDENT AUDITORS
Parente, Randolph, Orlando, Carey & Associates, Certified
Public Accountants, of Wilkes-Barre, Pennsylvania, who served as
the Corporation's independent auditors for its 1996 fiscal year
assisted the Corporation and the Bank in the preparation of their
federal and state tax returns, and provided assistance in
connection with regulatory matters, charging the Bank for such
services at its customary hourly billing rates. These non-audit
services were approved by the Corporation's and the Bank's Boards
of Directors after due consideration of the effect of the
performance thereof on the independence of the auditors. The
Corporation has been advised by Parente, Randolph, Orlando, Carey
& Associates that none of its members has any financial interest
in the Corporation. A representative of Parente, Randolph,
Orlando, Carey & Associates will not be present at the Annual
Meeting of Shareholders. Unless otherwise instructed, the
Proxyholders will vote the proxies received by them for
ratification of Parente, Randolph, Orlando, Carey & Associates as
the Corporation's auditors for the 1997 fiscal year. In the
event that the shareholders do not ratify the selection of
Parente, Randolph, Orlando, Carey & Associates as the
Corporation's independent auditors for the 1997 fiscal year, the
selection of independent certified public accountants will be
reconsidered by the Board of Directors. The Board of Directors
recommends that the shareholders vote FOR the ratification of the
selection of Parente, Randolph, Orlando, Carey & Associates as
the independent auditors for the Corporation for the year ending
December 31, 1997.
- 16 -
<PAGE>
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal
year ended December 31, 1996, is enclosed with this Proxy
Statement. A representative of the Corporation will respond to
any appropriate questions presented by shareholders at the Annual
Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange
Commission, wishes to submit a proposal for inclusion in the
Corporation's Proxy Statement for its 1998 Annual Meeting of
Shareholders must deliver such proposal in writing to the
President of Mid Penn Bancorp, Inc. at its principal executive
offices, 349 Union Street, Millersburg, Pennsylvania 17061, not
later than Monday, November 24, 1997.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in
the accompanying Notice of Annual Meeting of Shareholders, but if
any matters are properly presented, it is the intention of the
persons named in the accompanying Proxy to vote on such matters
in accordance with their best judgment.
ADDITIONAL INFORMATION
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE
CORPORATION'S REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 1996, INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM EUGENE F. SHAFFER,
PRESIDENT AND CHIEF EXECUTIVE OFFICER, MID PENN BANCORP, INC.,
349 UNION STREET, MILLERSBURG, PENNSYLVANIA 17061.
- 17 -
<PAGE>
MID PENN BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Roberta A.
Hoffman, Diane M. Coleman and Patricia A. Walter and each or any
of them, proxies of the undersigned, with full power of
substitution, to vote all of the shares of Mid Penn Bancorp, Inc.
(the "Corporation") that the undersigned may be entitled to vote
at the Annual Meeting of Shareholders of the Corporation to be
held at Mid Penn Bank, 349 Union Street, Millersburg,
Pennsylvania 17061 on Tuesday, April 22, 1997 at 10:00 a.m.,
prevailing time, and at any adjournment or postponement thereof
as follows:
1. ELECTION OF CLASS B DIRECTORS TO SERVE FOR A THREE-YEAR
TERM
Jere M. Coxon, Alan W. Dakey, Charles F. Lebo, Guy J.
Snyder, Jr.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed above (except to vote for all
as marked to the nominees listed
contrary below) above
(INSTRUCTION: TO WITHHOLD AUTHORITY FROM THE PROXYHOLDERS TO
VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME FOR
WHOM YOU DO NOT WISH THE PROXYHOLDERS TO VOTE FOR ON THE SPACE
PROVIDED BELOW.)
________________________________________________________________
2. PROPOSAL TO RATIFY THE SELECTION OF PARENTE, RANDOLPH,
ORLANDO, CAREY & ASSOCIATES, CERTIFIED PUBLIC ACCOUNTANTS, OF
WILKES-BARRE, PENNSYLVANIA, AS THE INDEPENDENT AUDITORS FOR THE
CORPORATION FOR THE YEAR ENDING DECEMBER 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
________________________________________________________________
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the meeting
and any adjournment or postponement thereof.
<PAGE>
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES
LISTED ABOVE AND FOR PROPOSAL 2.
Dated: _________________, 1997
_______________________________
Signature(s) (Seal)
________________________________
Signature(s) (Seal)
Number of Shares held of
Record on March 21, 1997
________________________
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND
RETURNED PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL
SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.
