SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/_/ Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Mid Penn Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
/_/ $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(1)(3).
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
/X/ No Fee Required.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid: _________________________________________________
2) Form, Schedule or Registration No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
March 27, 2000
Dear Shareholders:
It is my pleasure to invite you to attend the 2000 Annual Meeting of
Shareholders of Mid Penn Bancorp, Inc. to be held on Tuesday, April 25, 2000, at
10:00 a.m., prevailing time. The annual meeting 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 4 Class B Directors and the ratification of the
selection of the independent auditors for 2000. At the meeting, 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-paid envelope. If you do
attend the meeting and wish to vote in person, you must give written notice to
the corporation's Secretary 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>
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2000
----------------------------------------
TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Mid Penn
Bancorp, Inc. will be held at 10:00 a.m., prevailing time, on Tuesday, April 25,
2000, at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061, for
the following purposes:
1. To elect 4 Class B Directors to serve for a 3 year term and until
their successors are elected and qualified;
2. To ratify the selection of Parente Randolph, PC, Certified Public
Accountants, of Wilkes-Barre, Pennsylvania, as the independent
auditors for the corporation for the fiscal year ending December 31,
2000; and
3. To transact any other business that may properly come before the
annual meeting and any adjournment or postponement of the meeting.
In accordance with the corporation's Bylaws and action of the Board of
Directors, only those shareholders of record at the close of business on March
10, 2000, are entitled to notice of and to vote at the annual meeting and any
adjournment or postponement thereof.
We enclose a copy of the corporation's Annual Report to Shareholders
for the fiscal year ended December 31, 1999. You may obtain a copy of the
corporation's Annual Report to Shareholders for the 1998 fiscal year, 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>
We urge you to mark, sign, date and promptly return your proxy in the
enclosed envelope so that you may vote your shares and in order that we may
assure the presence of a quorum. 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
Millersburg, Pennsylvania
March 27, 2000
YOUR VOTE IS IMPORTANT.
To vote your shares, please sign, date and complete the enclosed proxy and mail
it promptly in the enclosed, postage-paid return envelope.
<PAGE>
MID PENN BANCORP, INC.
349 UNION STREET
MILLERSBURG, PA 17061
AMEX TRADING SYMBOL: MBP
PROXY STATEMENT
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2000
Mailed to Shareholders on or about March 27, 2000
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PROXY STATEMENT PAGE
----
<S> <C>
General Information................................................................................. 1
o Date, Time and Place of Annual Meeting ................................................... 1
o Description of Mid Penn Bancorp, Inc. .................................................... 1
Voting Procedures .................................................................................. 1
o Solicitation and Voting of Proxies ....................................................... 1
o Quorum and Vote Required for Approval..................................................... 2
o Revocability of Proxy .................................................................... 3
o Methods of Voting ........................................................................ 3
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS ............................................................... 4
Governance ......................................................................................... 4
Directors of Mid Penn Bancorp, Inc. ................................................................ 4
Executive Officers of Mid Penn Bancorp, Inc. ....................................................... 4
Executive Officers of Mid Penn Bank ................................................................ 5
Committees and Meetings of the Corporation's Board of Directors .................................... 6
Committees and Meetings of the Board of Directors of Mid Penn Bank ................................. 6
Qualifications and Nomination of Directors ......................................................... 7
Compensation of the Board of Directors ............................................................. 9
SALARY & PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION ...........................................10
Chief Executive Officer Compensation ...............................................................10
Executive Officer Compensation .....................................................................11
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION .............................................11
COMPENSATION OF OFFICERS AND DIRECTORS ..................................................................11
Profit Sharing Retirement Plan .....................................................................12
Employee Stock Ownership Plan ......................................................................13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ..........................................................14
BENEFICIAL OWNERSHIP OF MID PENN BANCORP'S STOCK HELD BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT ..............................................................14
Principal Shareholders .............................................................................14
Share Ownership by the Directors, Officers and Nominees ............................................15
COMPLIANCE WITH SECTION 16(a) REPORTING..................................................................16
SHAREHOLDER RETURN PERFORMANCE GRAPH ....................................................................17
PROPOSALS ...............................................................................................18
1. Election of Class B Directors .................................................................18
2. Ratification of Selection of Independent Auditors .............................................18
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING ...........................................................19
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING ...................................................19
</TABLE>
<PAGE>
FREQUENTLY ASKED QUESTIONS AND ANSWERS
Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on March 10, 2000 (the voting
record date) are entitled to vote and each share of common stock is
entitled to one vote.
Q: HOW DO I VOTE?
A: There are two methods. You may vote by completing and mailing your proxy or
by attending the meeting and voting in person. (See page 3 for more
details.)
Q: HOW DOES DISCRETIONARY AUTHORITY APPLY?
A: If you sign your proxy but do not make any selections, you give authority
to Roberta A. Hoffman, Randall L. Klinger and Patricia A. Walter, as proxy
holders, to vote on the two proposals and any other matter that may arise
at the meeting.
Q: IS MY VOTE CONFIDENTIAL?
A: Yes. Only the Judges of Elections and the proxy holders have access to your
proxy. All comments remain confidential unless you ask that your name be
disclosed.
Q: WHO WILL COUNT THE VOTES?
A: Kathy I. Bordner, Kevin W. Laudenslager and Larry L. Novinger will tabulate
the votes and act as Judges of Elections.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY?
A: Your shares are probably registered differently or are in more than one
account. Sign and return all proxies to ensure that all your shares are
voted. Then, if you have all of your accounts registered in the same name
and address, you should receive one proxy in future years. You may arrange
to have your shares registered in the same name and address by contacting
the corporation's transfer agent, Norwest Shareowner Services at (800)
468-9716.
Q: WHAT CONSTITUTES A QUORUM?
A: At March 10, 2000, the corporation had 3,036,762 shares of common stock
issued and outstanding. A majority of the outstanding shares, present or
represented by proxy, constitutes a quorum for the transaction of business
at the meeting. If you vote by proxy or in person, we consider your shares
as a part of the quorum.
<PAGE>
Q: WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND OFFICERS OWN?
A: Approximately 18.42% of our common stock, at February 25, 2000. (See page
15 for more details.)
Q: WHEN ARE THE 2001 SHAREHOLDER PROPOSALS DUE?
A: As a shareholder, you must submit your proposal in writing by November 27,
2000, to Cindy L. Wetzel, Secretary, Mid Penn Bancorp, Inc., 349 Union
Street, Millersburg, Pennsylvania 17061.
<PAGE>
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MID PENN BANCORP, INC.
TO BE HELD ON APRIL 25, 2000
GENERAL INFORMATION
Date, Time and Place of Annual Meeting
Mid Penn Bancorp, Inc., a Pennsylvania business corporation and registered
bank holding company, furnishes this proxy statement in connection with the
Board of Directors solicitation of proxies to be voted at the annual meeting of
shareholders. The annual meeting will be held at Mid Penn Bank, 349 Union
Street, Millersburg, Pennsylvania 17061, on Tuesday, April 25, 2000, at 10:00
a.m., prevailing time. The corporation's principal executive office is located
at 349 Union Street, Millersburg, Pennsylvania 17061; the telephone number is
(717) 692-2133. All inquiries regarding the annual meeting should be directed to
Eugene F. Shaffer, Chairman of the Board, President and Chief Executive Officer
of Mid Penn Bancorp, Inc.
Description of Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. became a bank holding company under Pennsylvania law
and the Bank Holding Company Act of 1956 on December 31, 1991. Mid Penn Bank is
the corporation's wholly-owned subsidiary and is a Pennsylvania chartered
commercial bank.
We are mailing a copy of the corporation's Annual Report to Shareholders
for the fiscal year ended December 31, 1999, with this Proxy Statement. You may
obtain a copy of the corporation's Annual Report to Shareholders for the 1998
fiscal year 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.
We have not authorized anyone to provide you with information on the
corporation. You should rely only on the information contained in this document
or on information to which we refer. Although we believe we have provided you
with all the information helpful to you in your decision to vote, events may
occur at Mid Penn Bancorp, Inc. subsequent to printing this proxy statement that
might affect your decision or the value of your stock.
VOTING PROCEDURES
Solicitation and Voting of Proxies
The Board of Directors solicits this proxy for use at the corporation's
2000 annual meeting of shareholders. The corporation's directors, officers and
other employees may solicit proxies in person or by telephone, facsimile,
telegraph or mail, but only for use at the annual meeting. The corporation will
pay the cost of preparing, assembling, printing, mailing and soliciting proxies
and any additional material that the corporation sends to its shareholders. The
corporation will make arrangements with brokerage firms and other custodians,
nominees, and fiduciaries to forward proxy solicitation materials to the owners
of stock held by these persons. The corporation will reimburse these persons for
their reasonable forwarding expenses.
<PAGE>
Only shareholders of record as of the close of business on March 10, 2000
may vote at the annual meeting. The corporation's records show that, as of the
voting record date, 3,036,762 shares of common stock were outstanding. On all
matters to come before the annual meeting, shareholders may cast one vote for
each share held. Cumulative voting rights do not exist with respect to the
election of directors. See "Principal Shareholders" on page 14 for a list of the
persons known by the corporation to be beneficial owners of 5% or more of Mid
Penn common stock.
If your shares are registered directly in your name with Mid Penn Bancorp,
Inc.'s transfer agent, Norwest Shareowner Services, you are considered, with
respect to those shares, the shareholder of record, and these proxy materials
are being sent directly to you by the corporation. As the shareholder of record,
you have the right to grant your voting proxy directly to the proxy holders or
to vote in person at the meeting. The corporation has enclosed a proxy card for
your use.
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or
nominee which is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker how to
vote and are also invited to attend the meeting. However, since you are not the
shareholder of record, you may not vote these shares in person at the meeting.
Your broker or nominee has enclosed a voting instruction card for you to use in
directing the broker or nominee how to vote your shares.
By properly completing a proxy, the shareholder appoints Roberta A.
Hoffman, Randall L. Klinger and Patricia A. Walter as proxy holders to vote the
shares as specified on the proxy. Proxy holders will vote any proxy not
specifying to the contrary as follows:
FOR the election of Jere M. Coxon, Alan W. Dakey, Charles F. Lebo and
Guy J. Snyder, Jr. as Class B directors for 3 year terms expiring
in 2003; and
FOR the ratification of the selection of Parente Randolph, PC, as the
corporation's independent auditors for the fiscal year ending December
31, 2000.
The Board of Directors proposes to mail this proxy statement to the
corporation's shareholders on or about March 27, 2000.
Quorum and Vote Required For Approval
In order to hold the annual meeting, a "quorum" of shareholders must be
present. Under Pennsylvania law and the corporation's Bylaws, the presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
is necessary to constitute a quorum for the transaction of business at the
meeting. The proxy holders will count votes withheld and abstentions when
determining the presence of a quorum. The proxy holders will not count broker
non-votes when determining the presence of a quorum for the particular matter as
to which the broker withheld authority.
2
<PAGE>
Assuming the presence of a quorum, the candidates for director receiving
the highest number of votes cast by shareholders will be elected. The proxy
holders will not cast votes withheld or broker non-votes for the Board's
nominees.
Assuming the presence of a quorum, ratification of the selection of the
independent auditors requires the affirmative vote of a majority of all votes
cast by shareholders. Abstentions and broker non-votes are not deemed to
constitute "votes cast" and, therefore, do not count either for or against
ratification. Abstentions and broker non-votes, however, have the practical
effect of reducing the number of affirmative votes required to achieve a
majority for the matter by reducing the total number of shares voted from which
the required majority is calculated.
Revocability of Proxy
Shareholders who sign proxies may revoke them at any time before they
are voted by:
o giving written notice of revocation to Cindy L. Wetzel, Secretary of
Mid Penn Bancorp, Inc., at 349 Union Street, Millersburg, Pennsylvania
17061;
o executing a later-dated proxy and giving written notice to the
Secretary of the corporation; or
o voting in person after giving written notice to the Secretary of
the corporation.
You have the right to vote and, if desired, to revoke your proxy any time
before the annual meeting. Should you have any questions, please call Cindy L.
Wetzel, at (717) 692-2133.
Methods of Voting
Voting by Proxy
---------------
o Mark your selections.
o Date your proxy and sign your name exactly as it appears on your
proxy.
o Mail to the corporation in the enclosed, postage-paid envelope.
Voting in Person
----------------
o Attend the annual meeting.
o Obtain a proxy.
o Mark your selections.
o Date your proxy and sign your name exactly as it appears in the
corporation's transfer books.
3
<PAGE>
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Governance
The corporation's Board of Directors oversees all business, property, and
affairs of the corporation. The Chairman and the corporation's officers keep the
members of the Board informed of the corporation's business through discussions
and by providing materials to the members. The members also keep themselves
informed by attending Board meetings.
During fiscal 1999, the corporation's Board of Directors held 6 meetings.
The Bank's Board of Directors held 13 meetings during fiscal 1999.
Directors of Mid Penn Bancorp, Inc.
The following table sets forth in alphabetical order selected information
about the corporation's directors.
<TABLE>
<CAPTION>
Director Class of Age as of
Name Since Director March 31, 2000
- ---- ----- -------- --------------
<S> <C> <C> <C>
Jere M. Coxon 1991 B 57
Alan W. Dakey 1995 B 48
Earl R. Etzweiler 1991 C 66
Gregory M. Kerwin 1999 A 49
Charles F. Lebo 1991 B 66
Warren A. Miller 1991 A 67
William G. Nelson 1991 C 64
Donald E. Sauve 1999 C 58
Edwin D. Schlegel 1991 A 62
Eugene F. Shaffer 1991 A 64
Guy J. Snyder, Jr. 1991 B 62
</TABLE>
Executive Officers of Mid Penn Bancorp, Inc.
The following table sets forth selected information about Mid Penn's
principal officers, each of whom is elected by the Board of Directors and each
of whom holds office at the Board's discretion.
4
<PAGE>
<TABLE>
<CAPTION>
Position Held Age as of
Name Position Since March 31, 2000
- ---- -------- ----- --------------
<S> <C> <C> <C>
Eugene F. Shaffer Chairman, 1991 64
President and
Chief Executive Officer
Alan W. Dakey Executive Vice President and 1995 48
Chief Operating Officer
Earl R. Etzweiler Vice Chairman 1991 66
Kevin W. Laudenslager Treasurer 1998 36
Cindy L. Wetzel Secretary 1991 38
</TABLE>
Executive Officers of Mid Penn Bank
The following table sets forth selected information about the principal
officers of Mid Penn Bank, each of whom is elected by the Bank's Board of
Directors and each of whom holds office at the Board's discretion.
<TABLE>
<CAPTION>
Position Held Employee Age as of
Name Position Since Since March 31, 2000
- ---- -------- ----- ----- --------------
<S> <C> <C> <C> <C>
Eugene F. Shaffer Chairman of the Board 1976 1969 64
Alan W. Dakey President and Chief 1994 1993 48
Executive Officer
Robert M. Garst Senior Vice President 1998 1998 42
and Senior Commercial
Loan Officer
Randall L. Klinger Senior Vice President 1989 1974 51
and Senior Loan Officer 1986
Norman L. Houser Senior Vice President 1989 1984 61
and Business
Development Officer
Allen J. Trawitz Executive Vice 1998 1998 53
President
Dennis E. Spotts Vice President and 1980 1973 46
EDP Manager 1976
Larry L. Novinger Vice President and 1997 1985 56
Operations Officer 1986
Kevin W. Laudenslager Vice President and 1997 1985 36
Comptroller
</TABLE>
5
<PAGE>
Committees and Meetings of the Corporation's Board of Directors
Mid Penn Bancorp, Inc. does not maintain committees. The entire Board meets
to discuss the corporation's business.
Committees and Meetings of the Board of Directors of Mid Penn Bank
During 1999, Mid Penn Bank's Board of Directors maintained 5 standing
committees: Executive, Trust, Audit, Loan, and Salary & Personnel. The function
of each of these committees is described below.
EXECUTIVE: This committee meets only as needed and acts with limited powers on
behalf of the Board whenever the Board is not in session. Earl
Etzweiler serves as Chairman of this committee.
TRUST: 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. This committee ratifies the acceptance,
closing out, or relinquishment of fiduciary relationships by
officers designated for that purpose. William Nelson serves as
Chairman of this committee.
AUDIT: At least once a year, this committee completes a review of the audit
of the books and affairs of Mid Penn Bank, including the Trust
Department, made by certified public accountants. Upon completion of
the audit, this committee reviews the report and makes
recommendations to the Board at its next regularly scheduled
meeting. Charles Lebo serves as Chairman of this committee.
LOAN: This committee determines if loans over the lending limit of the
loan officers should be approved or rejected. Warren Miller serves
as Chairman of this committee.
SALARY & This committee reviews employee performance evaluations and makes
PERSONNEL: salary recommendations to the Board of Directors. Gregory Kerwin
serves as Chairman of this committee.
<TABLE>
<CAPTION>
SALARY &
EXECUTIVE TRUST AUDIT LOAN PERSONNEL
--------- ----- ----- ---- ---------
<S> <C> <C> <C> <C> <C>
Jere M. Coxon X X X
Alan W. Dakey X X X X
Earl R. Etzweiler X X
Gregory M. Kerwin X
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SALARY &
EXECUTIVE TRUST AUDIT LOAN PERSONNEL
<S> <C> <C> <C> <C> <C>
Charles F. Lebo X X X
Warren A. Miller X
William G. Nelson X X X X
Donald E. Sauve X X
Edwin D. Schlegel X X
Eugene F. Shaffer X X X X
Guy J. Snyder, Jr. X X X
MEETINGS HELD IN 1999 0 12 4 23 1
</TABLE>
Qualifications and Nomination of Directors
The corporation's Bylaws authorize the number of directors to be not
less than 5 nor more than 25. The Bylaws also provide for 3 classes of directors
with staggered 3 year terms of office. The Board of Directors nominated the 4
persons named below to serve as directors until the 2003 annual meeting of
shareholders or until their earlier death, resignation, or removal from office.
The nominees are presently members of the Board of Directors and have consented
to serve another term as a director if re-elected. If the nominees should be
unavailable to serve for any reason, a majority of the Board of Directors then
in office may select someone to fill the vacancy until the expiration of the
term of the class of directors to which he or she is appointed.
Each of the directors attended at least 75% of the total number of
Board of Directors meetings and committee meetings for the corporation and the
Bank during their tenure on the Board in 1999, except for Eugene F. Shaffer. Mr.
Shaffer attended at least 75% of the total number of meetings of the Board of
Directors for the corporation and the Bank, however, he did not attend 75% of
the committee meetings of which he is a member.
The Board of Directors is divided into 3 classes. Terms of the members
of each class expire at successive annual meetings. Currently, Class A consists
of 4 directors, Class B consists of 4 directors, and Class C consists of 3
directors. Shareholders will elect 4 Class B directors at this annual meeting to
serve for a 3 year term.
The proxy holders intend to vote proxies for the election of each of
the 4 nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.
7
<PAGE>
The Board of Directors proposes the following nominees for election as
Class B Directors at the annual meeting:
o Jere M. Coxon
o Alan W. Dakey
o Charles F. Lebo
o Guy J. Snyder, Jr.
The principal occupation and certain other information regarding the
nominees and other directors is set forth below. You will find information about
the share ownership of the nominees and other directors on page 15.
CURRENT CLASS B DIRECTORS (to serve until 2000)
AND
NOMINEES FOR CLASS B DIRECTORS (to serve until 2003)
Jere M. Coxon Mr. Coxon, age 57, has been a director since
1991. He is Executive Vice President of Penn
Wood Products, Inc.
Alan W. Dakey Mr. Dakey, age 48, has been a director since
1995. He also serves as Executive Vice
President and Chief Operating Officer of the
corporation and President and Chief Executive
Officer of the Bank.
Charles F. Lebo Mr. Lebo, age 66, has been a director since
1991. He is a retired educator of the
Pennsylvania Department of Education.
Guy J. Snyder, Jr. Mr. Snyder, age 62, has been a director since
1991. He is President of Snyder Fuels, Inc.
BOARD OF DIRECTORS - CONTINUING AS DIRECTORS
CLASS C DIRECTORS (to serve until 2001)
Earl R. Etzweiler Mr. Etzweiler, age 66, has served as director
and Vice Chairman since 1991. He is the owner of
Etzweiler & Associates, Attorneys at Law.
William G. Nelson Mr. Nelson, age 64, has been a director since
1991. He is President of Hess Trucking Co., Inc.
Donald E. Sauve Mr. Sauve, age 58, has been a director since
1999. He is a consultant for Don's Food Market,
Inc.
8
<PAGE>
CLASS A DIRECTORS (to serve until 2002)
Gregory M. Kerwin Mr. Kerwin, age 49, has been a director since
1999. Mr. Kerwin is a senior partner with the
firm of Kerwin & Kerwin, Attorneys at Law.
Warren A. Miller Mr. Miller, age 67, has been a director since
1991. Mr. Miller is retired and previously served
as Assistant Vice President of Mid Penn Bank.
Edwin D. Schlegel Mr. Schlegel, age 62, has been a director since
1991. Mr. Schlegel is retired and previously
served as Superintendent of the Millersburg Area
School District.
Eugene F. Shaffer Mr. Shaffer, age 64, has been Chairman, President
and Chief Executive Officer of the corporation
since 1991 and Chairman of the Bank since 1976.
The Board of Directors recommends that shareholders vote FOR the
proposal to elect the nominees listed above as Class B Directors of Mid Penn
Bancorp, Inc.
Compensation of the Board of Directors
Directors received no remuneration for attendance at the meetings of
the Board of Directors of the corporation.
During 1999, Mid Penn Bank directors earned an annual fee of $7,000,
except Mr. Shaffer, who received no fees in 1999. 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 $80 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 1999,
Director Etzweiler also received fees of $25,661 for legal services rendered as
the Bank's solicitor. In 1999, the Board of Directors earned $90,298 in the
aggregate, for all Board of Directors' meetings and committee meetings attended.
The Bank maintains a deferred fee plan for outside directors, which
enables a director to defer payment of his fees until he leaves the
Board. Following are the directors and their respective contributions
for 1999: Jere Coxon: $7,000, Earl Etzweiler: $8,050, Gregory Kerwin:
$1,200, Charles Lebo: $7,000, William Nelson: $2,000, Edwin Schlegel:
$1,200, Guy Snyder: $4,025, and Donald Sauve: $5,000.
In May of 1995, the Mid Penn Bank directors adopted a retirement bonus
plan. The plan pays a retirement bonus to directors who voluntarily retire from
service, or who have attained the mandatory retirement age of 70. 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
9
<PAGE>
assignable. The plan contains an inflationary adjustment provision. Payments due
under the plan are paid quarterly. Bruce C. Adams, Harvey J. Hummel and Charles
R. Phillips received a total of $8,294 under this plan in 1999.
SALARY & PERSONNEL COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Mid Penn Bank, the wholly-owned bank subsidiary of Mid Penn Bancorp,
Inc., provides compensation to the employees of the Bank and the corporation.
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 employees based on the individual's contribution
and personal performance. The Salary & Personnel Committee administers the
compensation program. 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 & 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 assets
ranging from $200 million to $299 million by region is different from the peer
group used for the performance chart. The committee uses 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
to be applicable to the corporation at this time. The committee intends to
monitor the future application of 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 the deductibility of compensation payable
thereunder.
Chief Executive Officer Compensation
The Board of Directors determined the Bank's Chief Executive Officer's
1999 compensation of $154,014 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 1999 performance. The 1999 compensation represents the combined
salary and bonus reported on the Summary Compensation Table. No direct
correlation exists between the Chief Executive Officer's compensation and any
specific performance criteria, nor is 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.
10
<PAGE>
Executive Officer Compensation
The committee bases compensation increases to executive officers on
subjective analysis of each individual's contribution to the corporation. The
Board of Directors considers numerous factors in determining compensation
increases including:
o the corporation's earnings;
o return on assets;
o return on equity;
o market share;
o total assets; and
o loans
Although performance and increases in compensation were measured by these
factors, among others, no direct correlation exists between any specific
criterion and an employee's compensation. The committee's analysis did not
provide a specific weight to any criteria. The committee's determination is
subjective after review of all information deemed relevant.
Individuals are reviewed annually on a calendar basis. Total
compensation opportunities available to Bank employees are influenced by general
market conditions, specific individual responsibilities, and the individual's
contributions to the corporation's success. 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 & PERSONNEL COMMITTEE
----------------------------
Jere M. Coxon Alan W. Dakey
Gregory M. Kerwin William G. Nelson
Eugene F. Shaffer Guy J. Snyder, Jr.
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 Board's Salary &
Personnel Committee that performs the functions of a compensation
committee. Messrs. Shaffer and Dakey do not participate in conducting
their own reviews nor do they take part in determining their own
compensation.
COMPENSATION OF OFFICERS AND DIRECTORS
We show information below concerning the annual compensation for
services in all capacities to the corporation and the Bank for the fiscal years
ended December 31, 1999, 1998 and 1997 of those persons who were, at December
31, 1999:
11
<PAGE>
o the Chief Executive Officer; and
o the four other most highly compensated executive officers of the
corporation and the Bank to the extent these persons' total annual
salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
-------------------- -----------------------
Awards Payout
------ ------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------------------------------------------------------------------------------------------------------------
Other
Annual Restricted All other
Compen- Stock Options/ Compen-
Name and Salary Bonus sation Awards SARs Payouts sation
Principal Position Year ($) (1) ($) (2) ($) ($) (#) ($) ($)(3)(4)(5)(6)(7)
- ------------------ ---- ------- ------- --- --- --- --- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eugene F. Shaffer 1999 10,000 0 -- -- -- -- 5,609
Chairman, 1998 10,000 4,167 -- -- -- -- 5,029
President and Chief 1997 132,000 31,113 -- -- -- -- 25,026
Executive Officer
- -------------------------------------------------------------------------------------------------------------------
Alan W. Dakey 1999 120,500 42,224 -- -- -- -- 39,994
Executive Vice 1998 113,000 38,261 -- -- -- -- 16,997
President and Chief 1997 108,000 36,965 -- -- -- -- 16,202
Operating Officer
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Salary includes annual Board of Directors fees of $7,000 paid to Mr.
Dakey in 1999, 1998 and 1997, and $7,000 paid to Mr. Shaffer in 1997.
(2) Mr. Shaffer's bonus includes a directors bonus paid to Mr. Shaffer in
1998 and 1997 of $105 and $1,738, respectively. Mr. Dakey's bonus
includes a directors bonus paid to Mr. Dakey in 1999, 1998 and 1997 of
$1,712, $1,155 and $1,738, respectively.
(3) Includes life insurance premiums of $161, $584 and $1,566, paid by the
Bank in 1999, 1998 and 1997, respectively, on behalf of Mr. Shaffer
pursuant to life insurance maintained for executive officers. Includes
premiums paid by the Bank in 1999, 1998 and 1997 for split dollar life
insurance of $3,185, $2,945 and $4,710, respectively, on behalf of Mr.
Shaffer. The Bank can recover the premium costs upon the death of Mr.
Shaffer. Includes life insurance premiums of $301, $1,097 and $1,052,
paid by the Bank in 1999, 1998 and 1997, respectively, on behalf of Mr.
Dakey pursuant to life insurance maintained for executive officers.
(4) Includes $1,000, $1,000 and $18,750, contributed by the Bank to the
Profit Sharing Retirement Plan on behalf of Mr. Shaffer in 1999, 1998
and 1997, respectively. Includes $11,350, $10,600 and $15,150,
contributed by the Bank to the Profit Sharing Retirement Plan on behalf
of Mr. Dakey in 1999, 1998 and 1997, respectively.
(5) Includes $500 contributed by the Bank to the ESOP on behalf of Mr.
Shaffer in 1999 and 1998. Includes $5,675 and $5,300 contributed by the
Bank to the ESOP on behalf of Mr. Dakey in 1999 and 1998,respectively.
(6) The Bank maintains a salary continuation plan for Mr. Dakey upon his
retirement. The value of the Bank's contribution to the plan for 1999
was $22,407.
(7) Life insurance coverage of two times the final salary is being provided
to Mr. Dakey and Mr. Shaffer under an endorsement split dollar
arrangement. The economic value of their respective life insurance
coverage for 1999 is as follows: Mr. Dakey: $261, Mr. Shaffer: $763.
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 1994, which covers all Bank employees who accumulate at least 1,000
hours of service in a 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 they accumulate at least 1,000 hours of service during the plan year
and are employed on December 31st.
12
<PAGE>
The annual contribution is determined by the Bank's Board of Directors
and is contingent upon current or accumulative profits of the Bank with the
total amount of the annual contribution not to exceed 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. 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.
Distributions 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
20% for the first full 3 years of service increasing annually thereafter to 100%
vesting after 7 full years of participation. The plan provides for an
accelerated vesting schedule in the event it becomes top-heavy.
The corporation cannot 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 Bank's future earnings, the participants' future
compensation and the future earnings of the plan's trust fund. As of December
31, 1999, the total market value of the Employee Profit Sharing Retirement Fund
was approximately $4,895,131. There are 29,932 shares of Mid Penn Bancorp, Inc.
common stock in the plan and the market value of these shares was $22.375 per
share for a total of $669,729.
Contributions the Bank paid to the plan were $206,899 and $174,010 for
1999 and 1998. The Bank contributed $1,000 in 1999 to the plan for Mr. Shaffer,
Chairman of the Board, President and Chief Executive Officer of the corporation.
The Bank contributed $11,350 in 1999 to the plan for Mr. Dakey, Executive Vice
President of the corporation. As of March 1, 2000, Mr. Shaffer and Mr. Dakey
have 30 years and 6 years, respectively, of credited service under the plan.
Employee Stock Ownership Plan
Effective January 1, 1998, the Board of Directors adopted the Mid Penn
Bank Employee Stock Ownership Plan for all Bank employees and its subsidiaries
who satisfy length of service requirements. Participants do not contribute to
the plan. Each year the Bank may, in its discretion, contribute to the ESOP. In
1999, the Bank contributed $103,449 to the plan.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Neither the corporation nor the Bank have entered into any material
transactions, proposed or consummated, with any director or executive officer of
Mid Penn Bancorp, Inc. or Mid Penn Bank, or any associate of the foregoing
persons. The corporation and the Bank have engaged in and intend to continue to
engage in banking and financial transactions in the ordinary course of business
with directors and officers and their associates on comparable terms with
similar interest rates as those prevailing from time to time for other
customers.
Total loans outstanding from the corporation and the Bank at December
31, 1999, to the Bank's officers and directors as a group, members of their
immediate families and companies in which they had an ownership interest of 10%
or more amounted to $1,353,000, or approximately 7.6% of the Bank's total equity
capital. At March 3, 2000, total loans outstanding for the same group totaled
$1,475,000 or 8.3% of the Bank's total equity capital. The Bank made these loans
in the ordinary course of business, 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 collection or present other unfavorable features.
During 1999, Mr. Earl R. Etzweiler, Esquire, a director of the corporation
and the Bank, served as solicitor of the corporation and of the Bank. During
1999, Mr. Etzweiler received fees of $25,661 from the Bank for legal services
rendered.
BENEFICIAL OWNERSHIP OF
MID PENN BANCORP'S STOCK HELD BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Principal Shareholders
The following table sets forth, as of February 25, 2000, the name and
address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than 5% of the corporation's
outstanding common stock, the number of shares beneficially owned by the person,
and the percentage of the corporation's outstanding common stock so owned.
<TABLE>
<CAPTION>
Title of Class Name and Residential Address Amount and Nature of
of Security of Beneficial Owner Beneficial Ownership Percent of Class
- ----------- ------------------- -------------------- ----------------
<S> <C> <C> <C>
Common Stock NEBCO (1) 332,547 shares 11.00%
c/o Mid Penn Bank
349 Union Street
Millersburg, PA 17061
- -------------
</TABLE>
(1) Shares held for various trust accounts.
14
<PAGE>
Share Ownership by the Directors, Officers and Nominees
The following table sets forth, as of February 25, 2000, and from
information received from the respective individuals, the amount and percentage
of the common stock beneficially owned by each director, executive officer and
all officers and directors of Mid Penn Bancorp, Inc. as a group, excluding any
fractional share holdings. The shares are individually held unless otherwise
noted in a footnote.
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Percent
Beneficial Owner Ownership (1) of Class
---------------- --------- --------
<S> <C> <C>
Jere M. Coxon 35,967 (2) 1.19%
Alan W. Dakey 6,108 (3) 0.20%
Earl R. Etzweiler 111,113 3.67%
Gregory M. Kerwin 14,192 (4) 0.47%
Charles F. Lebo 32,636 (5) 1.08%
Warren A. Miller 22,287 (6) 0.74%
William G. Nelson 64,100 (7) 2.11%
Donald E. Sauve 1,731 (8) 0.06%
Edwin D. Schlegel 69,479 (9) 2.29%
Eugene F. Shaffer 110,719 (10) 3.65%
Guy J. Snyder, Jr. 87,483 (11) 2.89%
All Officers and Directors 558,358 18.42%
as a Group (13 persons)
</TABLE>
(1) 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 February 25, 2000. Beneficial ownership may be
disclaimed as to certain of the securities.
(2) Includes 422 shares held by Mr. Coxon's spouse.
(3) Includes 5,478 shares held jointly by Mr. Dakey and his spouse.
(4) Shares held jointly by Mr. Kerwin and his spouse.
(5) Includes 10,662 shares held jointly by Mr. Lebo and his spouse.
(6) Shares held jointly by Mr. Miller and his spouse.
(7) Includes 8,975 shares held by Mr. Nelson's spouse.
(8) Shares held jointly by Mr. Sauve and his spouse.
(9) Shares held jointly by Mr. Schlegel and his spouse.
(10) Includes 6,332 shares held jointly by Mr. Shaffer and his spouse. Mr.
Shaffer is trustee of four trusts, held for the benefit of various
family members, which hold a total of 32,011 shares.
(11) Includes 45,281 shares held jointly by Mr. Snyder and his spouse and
42,202 shares held individually by his spouse.
15
<PAGE>
COMPLIANCE WITH SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that officers and directors, and persons who own more than 10% of a registered
class of the corporation's equity securities, file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors, and greater than 10% shareholders are required by SEC regulation to
furnish the corporation with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of these forms, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, Mid Penn Bancorp, Inc. believes that during the period from
January 1, 1999, through December 31, 1999, its officers and directors complied
with all applicable filing requirements, except that Messrs. Dakey, Houser,
Kerwin, Klinger, Laudenslager, Novinger, Trawitz and Mrs. Wetzel each
individually filed one late report for one transaction. Mr. Garst filed two late
reports for two transactions.
16
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on Mid Penn Bancorp, Inc.'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, 1995, and
ending December 31, 1999. The graph shows that the cumulative investment return
to shareholders, based on the assumption that a $100 investment was made on
December 31, 1994, in each of the corporation's capital stock, the S&P 500 Stock
Index and the Peer Group Index, and that all dividends were reinvested in such
securities over the past five years, the cumulative total return on such
investment would be $210.82, $350.26 and $218.11, respectively. The shareholder
return shown on the graph below is not necessarily indicative of future
performance.
Mid Penn Bancorp, Inc.
Stock Price Performance Graph Data
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Peer Group Total 1,000.00 1,162.39 1,428.02 1,990.21 2,424.22 2,181.09
Peer Group Index 100.00 116.24 142.80 199.02 242.42 218.11
Mid Penn Bancorp, Inc. 100.00 113,01 115.43 240.66 200.91 210.82
S&P 500 Total Return 100.00 137.45 168.92 225.21 289.43 350.26
S&P 500 Total Return Index 100.00 137.45 168.92 225.21 289.43 350.26
</TABLE>
NOTE: The peer group for which information appears above includes the
following companies: CNB Financial Corporation; Citizens & Northern Corporation;
Citizens Financial Services, Inc.; Codorus Valley Bancorp, Inc.; Columbia
Financial Corporation; Comm. Bancorp, Inc.; Norwood Financial Corporation;
Penesco Financial Services Corporation; Penns Woods Bancorp, Inc.; and Pioneer
American Holding Company. These companies were selected based on four criteria
as of September 30, 1999: total assets between $187 million and $711 million;
market capitalization between $32 million and $141 million; headquarters located
in Pennsylvania; and not quoted on NASDAQ.
17
<PAGE>
PROPOSALS
1. ELECTION OF CLASS B DIRECTORS.
Nominees for election this year are:
o Jere M. Coxon (director since 1991)
o Alan W. Dakey (director since 1995)
o Charles F. Lebo (director since 1991)
o Guy J. Snyder, Jr. (director since 1991)
The Board of Directors recommends a vote FOR the election of the 4
nominees as Class B Directors.
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.
The Board of Directors of the corporation believes that Parente Randolph's
knowledge of Mid Penn Bancorp, Inc. and Mid Penn Bank is invaluable. Parente
Randolph advised us that none of its members has any financial interest in the
corporation or the Bank. Parente Randolph served as our independent auditors for
the 1999 fiscal year. They assisted us with the preparation of our federal and
state tax returns and provided assistance in connection with regulatory matters,
charging for such services at its customary hourly billing rates. The
corporation's and the Bank's Board of Directors approved these non-audit
services after due consideration of the accountants' objectivity and after
finding them to be wholly independent.
In the event that the shareholders do not ratify the selection of Parente
Randolph as independent auditors for the 2000 fiscal year, the Board of
Directors may choose another accounting firm to provide independent public
accountant/audit services for the 2000 fiscal year.
The majority of shares present, in person or by proxy, and entitled to vote
at the annual meeting, must vote in the affirmative to ratify Parente Randolph
as independent auditors for 2000.
The Board of Directors recommends a vote FOR the ratification of
Parente Randolph, PC as independent auditors.
18
<PAGE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Any shareholder who, in accordance with the corporation's Bylaws, wishes to
submit a proposal for inclusion in the proxy statement for the 2001 Annual
Meeting of Shareholders must deliver their proposal in writing to the Secretary
of Mid Penn Bancorp, Inc. at its principal executive office, 349 Union Street,
Millersburg, Pennsylvania 17061, not later than Monday, November 27, 2000.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Shareholders that properly may come
before the annual meeting. However, if any other matter should be properly
presented for consideration and voting at the annual meeting or any adjournments
of the meeting, the persons named as proxy holders will vote the proxies in what
they determine to be the best interest of Mid Penn Bancorp, Inc.
19
<PAGE>
MID PENN BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Roberta A. Hoffman, Randall
L. Klinger 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. that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders to be held at Mid Penn Bank, 349 Union Street,
Millersburg, Pennsylvania 17061, on Tuesday, April 25, 2000 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 3-YEAR TERM.
Jere M. Coxon, Alan W. Dakey, Charles F. Lebo, and Guy J. Snyder, Jr.
The Board of Directors recommends a vote FOR these nominees.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
listed above (except to vote for all nominees
as marked to the contrary below) listed above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW)
- --------------------------------------------------------------------------------
RATIFICATION OF THE SELECTION OF PARENTE RANDOLPH, PC, CERTIFIED PUBLIC
ACCOUNTANTS, OF WILKES-BARRE, PENNSYLVANIA, AS THE INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
- --------------------------------------------------------------------------------
3. In their discretion, the proxy holders 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 AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
Dated: ______________________, 2000 __________________________________
Signature
----------------------------------
Signature
Number of Shares Held of Record
on March 10, 2000
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO MID PENN BANCORP, INC. 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.
