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NOTICE OF ANNUAL
MEETING OF
SHAREHOLDERS
AND PROXY
STATEMENT
SLIPPERY ROCK FINANCIAL CORPORATION
100 South Main Street
Slippery Rock, Pennsylvania 16057-1245
To be held April 20, 1999
Mailed to Shareholders March 31, 1999
<PAGE>
SLIPPERY ROCK FINANCIAL CORPORATION
100 SOUTH MAIN STREET
SLIPPERY ROCK, PENNSYLVANIA 16057-1245
(724) 794-2210
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
NOTICE IS HEREBY GIVEN that pursuant to the call of its Board of
Directors, the Annual Meeting of Shareholders of Slippery Rock Financial
Corporation will be held at the Slippery Rock Township Building, 155 Branchton
Road, Slippery Rock, Pennsylvania 16057, on Tuesday, April 20, 1999, at 7:00
p.m., prevailing time, for the purpose of considering and voting on the
following matters:
1. Election of three directors for a term of three years.
2. Such other business as may properly come before the meeting or
any adjournment thereof.
Only those shareholders of record at the close of business on March 12,
1999 shall be entitled to receive notice of and to vote at the meeting. A
Proxy Statement, a form of proxy and self-addressed envelope are enclosed.
Complete, date and sign the proxy. Return it promptly in the envelope which
requires no postage if mailed in the United States. If you attend the
meeting, you may withdraw your proxy and vote in person.
This Notice, the accompanying Proxy Statement and form of proxy are sent
to you by order of the Board of Directors.
Eleanor L. Cress
Secretary
Slippery Rock, Pennsylvania
March 31, 1999
<PAGE>
PROXY STATEMENT
INTRODUCTION
The Proxy Statement and enclosed proxy are being mailed to the
shareholders of Slippery Rock Financial Corporation (the "Corporation"), on or
about March 31, 1999, in connection with the solicitation of proxies by the
Board of Directors of the Corporation. The proxies will be voted at the
Annual Meeting of the Shareholders to be held on April 20, 1999, at 7:00 p.m.,
prevailing time, at the Slippery Rock Township Building, 155 Branchton Road,
Slippery Rock, Pennsylvania 16057. Proxies may be revoked at will at any time
before they have been exercised by filing with the Secretary of the
Corporation an instrument of revocation, by submitting a duly executed proxy
bearing a later date or by appearing at the Annual Meeting and giving notice
of intention to vote in person. Proxies solicited hereby may be exercised
only at the Annual Meeting and any adjournment or postponement thereof and
will not be used for any other meeting.
The costs of the solicitation of proxies will be borne by the
Corporation. In addition to the use of the mails, directors and officers of
the Corporation may solicit proxies, without additional compensation, by
telephone or telegraph. Arrangements may be made by the Corporation with
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward solicitation material to the beneficial owners of shares held by them
of record, and the Corporation may reimburse them for reasonable expense they
incur in so doing.
The Corporation's Annual Report for the year ended December 31, 1998, is
enclosed with this Proxy Statement. It should not be regarded as proxy
solicitation material.
VOTING SECURITIES
As of the close of business on March 31, 1999 (the "Record Date"), there
were outstanding 2,763,648 shares of Common Stock of the Corporation ("Common
Stock"), the only class of capital stock of the Corporation outstanding and
entitled to vote. Only shareholders of record as of the close of business on
the Record Date are entitled to receive notice of and to vote at the Annual
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Meeting. Each shareholder is entitled to one vote for each such share held.
BENEFICIAL OWNERSHIP BY CERTAIN PERSONS AND MANAGEMENT
There is set forth below information with respect to the beneficial
ownership, as of the Record Date, of certain persons, including directors and
nominees for director, of shares of the Common Stock.
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Name of Beneficial Amount and Nature Percent of Class
- ------------------ ----------------- ----------------
Owner of Ownership
- ----- ------------
(1)(2)(3)
John W. Conway
Slippery Rock, Pennsylvania 96,928 3.50%
Grady W. Cooper
St. Cloud, Florida 368,768 13.32%
Robert M. Greenberger
Butler, Pennsylvania 3,064 *
Robert E. Gregg
Grove City, Pennsylvania 10,008(4) *
William D. Kingery
New Wilmington, Pennsylvania 2,608 *
Paul M. Montgomery
Slippery Rock, Pennsylvania 53,176 1.92%
S. P. Snyder
Slippery Rock, Pennsylvania 41,602 1.52%
William C. Sonntag
Slippery Rock, Pennsylvania 16,320 *
Charles C. Stoops, Jr.
Pittsburgh, Pennsylvania 86,816 3.14%
Norman P. Sundell
Slippery Rock, Pennsylvania 8,112 *
Kenneth D. Wimer
Grove City, Pennsylvania 33,184 1.20%
Officers, Directors and
Nominees for Directors
as a Group (5) 755,810 27.30%
- -----------------
*Less than l%
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(l) The securities "beneficially owned" by an individual are determined in
accordance with the "beneficial ownership" set forth in the General Rules and
Regulations of the Securities and Exchange Commission ("SEC") 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 sixty (60) days after the Record Date.
Beneficial ownership may be disclaimed as to certain of the securities.
(2) Information furnished by the Directors and Officers and the
Corporation.
(3) Includes shares of Common Stock which may be acquired within 60 days
by exercise of stock options granted pursuant to the Non-Employee Directors
Stock Option Plan approved in 1997. Shares of Common Stock which are subject
to stock options are deemed to be outstanding for computing the percentage of
Common Stock owned by such person, but are not deemed to be outstanding for
the purpose of computing the percentage of any other person. The number of
such shares included above are as follows:
Mr. Snyder, 600 shares; Mr. Wimer, 600 shares; Mr. Conway, 600 shares; Mr.
Sundell, 1,200 shares; Mr. Gregg, 600 shares; Mr. Kingery, 600 shares; Mr.
Montgomery, 600 shares.
(4) Includes voting power of attorney over 3,536 shares owned by members
of Mr. Gregg's family.
(5) The group consists of 14 persons, as of the Record Date, being two
officers of the Corporation, one executive officer of The First National Bank
of Slippery Rock (the "Bank"), directors and nominees for director.
Principal Holders of Stock
Except as set forth in the following table, no person is known to the
Corporation's management to own of record or beneficially 5% or more of the
outstanding Common Stock as of the Record Date:
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Common Stock
----------------------
Name and Address Amount Percent
of Beneficial Owner -------- --------
- --------------------
Grady W. Cooper
St. Cloud, Florida 34769 368,768 13.32%
ELECTION OF DIRECTORS
The Corporation's Articles of Incorporation provide that there shall be
three classes of directors as nearly equal in number as possible, each class
being elected for a three-year term and only one class being elected each year
beginning in 1993. The total number of directors shall be that number from
time to time determined by a resolution adopted by a majority vote of the
directors then in office or by resolution of the shareholders at a meeting
thereof. There shall be not less than five directors. The number of
directors for 1999 has been set at 11.
The Board of Directors has nominated Messrs. John W. Conway, William D.
Kingery and Charles C. Stoops, Jr. for election as Class I directors for
three-year terms to expire at the 2002 Annual Meeting of Shareholders, or
until their successors are duly elected and qualified. All Class I directors
were elected by the shareholders at the 1996 Annual Meeting. The remaining
eight directors will continue to serve in accordance with their prior election
with the terms of the Class III and Class II directors expiring in 2001 and
2000, respectively.
Each shareholder has one vote for each share registered in his or her
name, and there are no cumulative voting rights. Unless authority is withheld
as to a particular nominee or as to all nominees, all proxies will be voted
for the nominees listed below. Directors shall be elected by a plurality of
votes cast at the meeting by holders of stock present and entitled to vote
thereat. Votes marked "WITHHOLD AUTHORITY" in the election of directors are
counted toward a quorum but have no effect on the outcome of the election.
It is intended that shares represented by proxies will be voted for the
nominees listed below, each of whom is now a director of the Corporation and
each of whom has expressed his willingness to serve, or for any substitute
nominee or nominees designated by
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the Board of Directors in the event any nominee or nominees become unavailable
for election. The three persons receiving the highest number of votes for
Class I directors will be elected. The Board of Directors has no reason to
believe that any of the nominees will not serve if elected.
In the following tables are set forth as to each of the nominees for
election as Class I directors and as to each of the continuing Class III and
Class II directors his age, principal occupation and business experience, the
period during which he has served as a director of the Corporation, the Bank
or an affiliate and other business relationships as of the Record Date. There
are no family relationships between any of the persons listed below except Mr.
Cooper and the Messrs. Wimer are first cousins.
Nominees for Election as
Class I Directors
Terms Expire in 2002
Directorship
in other
Name and Principal Director Reporting
Occupation (1) Age Since (2)(3) Companies
- ---------------- --- ----------- ---------
John W. Conway 74 1961 None
Vice Chairman,
Retired, former
Executive Vice
President of the Bank
William D. Kingery 45 1995 None
Vice President and
Treasurer, Springfield
Restaurant Group
Charles C. Stoops, Jr. 65 1984 None
Retired, former General Tax
Counsel, Rockwell
International Corp.
THE BOARD OF DIRECTORS RECOMMENDS THE ABOVE NOMINEES BE ELECTED
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Class III Directors
Terms Expire in 2001
Directorship
in other
Name and Principal Director Reporting
Occupation (1) Age Since (2)(3) Companies
- ---------------- --- ----------- ---------
Grady W. Cooper 76 1966 None
Chairman of the Board,
former President of
Cooper Brothers, Inc.
Building Supplies
Robert E. Gregg 57 1987 None
Partner, Spring
Meadows Farms
S. P. Snyder, 66 1966 None
Retired, former
Owner and Partner,
Snyder Bus Company
Kenneth D. Wimer 72 1971 None
Retired, former
Manager, Cooper
Brothers, Inc.
Building Supplies
Class II Directors
Terms Expire in 2000
Directorship
in other
Name and Principal Director Reporting
Occupation (1) Age Since (2)(3) Companies
- ---------------- --- ----------- ---------
Robert M. Greenberger 62 1995 None
Owner and President,
Harry Products, Inc.,
parent firm of Warehouse
Sales and Trader
Horn, Retail Sales
Paul M. Montgomery 74 1971 None
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Retired, former
President of the
Bank
William C. Sonntag 50 1989 None
President and Chief
Executive Officer of
the Corporation and
Bank
Norman P. Sundell 55 1987 None
Partner,
Sundell Auto Specialties
(l) All directors and nominees have held the positions indicated or
another senior executive position with the same entity or one of its
affiliates or predecessors for the past five years.
(2) Reflects the earlier of the first year as a director of the
Corporation or the Bank.
(3) All incumbent directors were elected by the shareholders.
Board Meetings and Committees
The Board of Directors of the Corporation has various committees
including a Personnel and Salary Committee and an Audit Committee. During the
year 1998 the Board of Directors of the Corporation held 6 meetings and the
Board of Directors of the Bank held 12 meetings. The Audit Committee held 11
meetings. The Audit Committees of the Corporation and the Bank comprise the
same persons, and all meetings were jointly held. Each director attended at
least 75% of the combined total of meetings of the Board of Directors and each
committee of which he was a member.
The Audit Committee is responsible for recommending to the Board of
Directors the appointment of independent public accountants to audit the books
and accounts of the Corporation and its subsidiaries; reviewing the reports of
the Audit Department and the reports of examination conducted by bank and bank
holding company regulators and of independent public accountants; reviewing
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the adequacy of internal audit and control procedures; and reporting to the
Board of Directors. The Audit Committee is presently comprised of Messrs.
Gregg, Montgomery, Snyder and Wimer who also constitute the Audit Committee of
the Bank.
The Loan Review Committee consists of Messrs. Gregg, Montgomery, Snyder
and Sundell. The Committee met 4 times in 1998.
The Corporation presently does not have a separate Nominating Committee.
The Personnel and Salary Committee of the Bank, consisting of Messrs. Cooper,
Greenberger, Kingery, Snyder, Stoops and Sundell met 3 times in 1998. Mr.
Sonntag is ex-officio member of all committees.
EXECUTIVE COMPENSATION
Compensation of Directors
Directors are paid $950.00 for each Board meeting. A total of $116,000.00
was paid as Directors fees in 1998.
Executive Compensation
The following persons are considered to be Executive Officers of the
Corporation by virtue of their position with the Corporation or the Bank.
Name Age Position Business Experience(1)
---- --- -------- ---------------------
William C. Sonntag 50 President and Chief
Executive Officer
of the Corporation
and the Bank
Mark A. Volponi 37 Treasurer of the
Corporation and
Controller of the Bank
Eleanor L. Cress 59 Secretary of the
Corporation and
Vice President and
Secretary of the Bank
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Dale R. Wimer 53 Executive Vice
President of the Bank
(l) Each of the above persons, has held an executive position with the
Corporation or the Bank for the past five years.
The following table sets forth the cash compensation paid or to be paid
by the Bank during 1998 to Mr. Sonntag, the Chief Executive Officer. No other
officer's compensation exceeded $100,000. The Corporation pays no salaries or
benefits.
SUMMARY COMPENSATION TABLE
Annual Compensation (l)(2)
------------------------
Name and
Principal Number of All Other Annual
Position Year Salary Bonus Stock Options(4) Compensation(4)
- -------- ---- ------ ----- ------------- ------------
William C. 1998 $95,508 $30,309 4,000(5) -
Sonntag, 1997 $90,504 $29,166 4,000(5) -
President and 1996 $85,512 $28,167 0 -
Chief Executive
Officer (3)
(l) Information with respect to group life, health, hospitalization and
medical reimbursement plans is not included as they do not discriminate in
favor of officers or Directors and are available generally to all salaried
employees.
(2) Information with respect to the Bank's Employees Retirement Plan is
not included as it is a fixed benefit plan available to all salaried employees
on the same terms and conditions.
(3) Does not include amounts attributable to miscellaneous benefits. In
the opinion of management of the Corporation, the cost of providing such
benefits during 1998 did not exceed the lesser of $50,000 or 10% of Mr.
Sonntag's total salary and bonus.
(4) The Corporation has no restricted stock or other long-term incentive
plans. The Board of Directors approved an Employees Incentive Stock Option
Plan which was approved and adopted by Shareholders at the 1997 meeting.
Information with respect to
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grants made pursuant to this plan is set forth below.
(5) Restated to reflect a two for one stock split in December, 1998.
SUMMARY COMPENSATION TABLE
Annual Compensation (l)(2)
-------------------------
Name and
Principal Number of All Other Annual
Position Year Salary Bonus Stock Options(4) Compensation(4)
- -------- ---- ------ ----- --------------- --------------
William C. 1998 $95,508 $30,309 4,000(5) -
Sonntag, 1997 $90,504 $29,166 4,000(5) -
President and 1996 $85,512 $28,167 0 -
Chief Executive
Officer (3)
(l) Information with respect to group life, health, hospitalization and
medical reimbursement plans is not included as they do not discriminate in
favor of officers or Directors and are available generally to all salaried
employees.
(2) Information with respect to the Bank's Employees Retirement Plan is
not included as it is a fixed benefit plan available to all salaried employees
on the same terms and conditions.
(3) Does not include amounts attributable to miscellaneous benefits. In
the opinion of management of the Corporation, the cost of providing such
benefits during 1998 did not exceed the lesser of $50,000 or 10% of Mr.
Sonntag's total salary and bonus.
(4) The Corporation has no restricted stock or other long-term incentive
plans. The Board of Directors approved an Employees Incentive Stock Option
Plan which was approved and adopted by Shareholders at the 1997 meeting.
Information with respect to grants made pursuant to this plan is set forth
below.
(5) Restated to reflect a two for one stock split in December, 1998.
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Compensation Committee Reports on Executive Compensation
The Personnel and Salary Committee of the Bank, acting as a compensation
committee, has the responsibility to recommend to the Bank's Board of
Directors the compensation of the Chief Executive Officer and other persons
who are deemed to be principal officers of the Bank. The Corporation pays no
salaries. The Committee also evaluates performance of management and
considers management's success, planning and related matters. The Committee
reviews with the Bank's Board of Directors all aspects of the compensation of
the highest paid officers, including stock option grants.
A salary plan is reviewed for consistency with industry peer group
surveys. The peer group consists of banks within the area of similar assets,
size and additional banks elsewhere within the same asset range. Judgments
are made with respect to the value contributed to the corporation and the Bank
by the various officer's positions, including the Chief Executive Officer.
Individual salary levels and option awards are based on relative importance of
the job, individual performance of each officer in those positions and the
contribution that person has made to the Corporation during the year.
As a result of these reviews, salary increases and option grants are
determined by the Board of Directors. Management of the Bank determines
salary and increases for all other officers and employees based upon
performance.
Submitted by Messrs. Cooper, Greenberger, Kingery, Snyder, Stoops and
Sundell.
COMPENSATION ACCORDING TO PLANS
Retirement Plan
All eligible employees of the Bank are covered by a Defined Benefit
Pension Plan (the "Plan"). The Plan is a non-contributory, defined benefit
pension plan which provides a normal retirement benefit based upon each
participant's years of service with the Bank and the participant's average
monthly compensation, which is defined as the compensation converted to a
monthly amount and averaged over five (5) consecutive calendar years which
produce the
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highest monthly average within the last ten (10) completed years of service.
Benefits are equal to 35% of average monthly compensation plus 22% of
average monthly compensation in excess of one-twelfth (1/12) of covered
compensation. "Covered Compensation" is defined as a 35 year average of the
Social Security Taxable Wage Basis in effect for each calendar year ending
with the last day of each calendar year in which a participant reaches normal
retirement age. Employees are fully vested after five or more years of
service. Actuarial equivalant benefits will be paid upon early retirement,
death or disability. An employee will receive his or her vested portion if
employment is terminated for any other reason. Employees are eligible at age
21 years and completion of one (1) year of service. Directors are not
entitled to benefits under the Retirement Plan unless they are also active
employees of the Bank. The following table sets forth the estimated annual
benefits payable to an employee retiring in 1998 under the Plan reflecting
applicable limitations under Federal tax laws.
AVERAGE ANNUAL
COMPENSATION
YEARS OF SERVICE AT RETIREMENT
10 20 30 40
$ 60,000 $ 8,400 $16,800 $21,000 $21,000
$ 80,000 $12,960 $25,920 $32,400 $32,400
$105,000 $18,660 $37,320 $46,650 $46,650
$130,000 $24,360 $48,720 $60,900 $60,900
$155,000 $30,060 $60,120 $75,150 $75,150
$180,000 $31,200 $62,400 $78,000 $78,000
As of December 31, 1998, Mr. Sonntag had been credited with 23 years of
service for purposes of the retirement plan. The approximate accrued benefit
at age 65 (or retirement if later) based on years of credited service is
$31,176 for Mr. Sonntag. Covered compensation is based on salary shown in the
Summary Compensation Table.
13
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401(k) Savings Plan
Employees who have reached age 21 and completed one (1) year of service
(1,000 hours) are eligible to participate in the Bank's 401(k) Savings Plan.
This is a participant salary reduction plan wherein a participant may elect to
have a percentage of his or her salary (up to maximum legal limits) reduced.
Such amounts are immediately fully vested. The Bank makes an annual matching
contribution equal to a percentage of salary reduction. Currently, the
maximum matching contrigution is 2% of salary.
Employer Contributions are fully vested after five years eligible service.
Investment gains and losses are allocated on the last day of the Plan
year (December 31) as follows:
Market Value of
Employee's Account
Employee's Share = ------------------- x Net gain or loss to be allocated
Market Value of all
Participant's Accounts
A participant is entitled to receive 100% of his or her account balance
at normal retirement (later of age 65 or 10th anniversary of participation).
Payments are also made on early retirement, late retirement, death or
disability. Only the vested portion is paid on termination for anyother
cause.
STOCKHOLDERS RETURN PERFORMANCE
Set forth below is a graph comparing the yearly percentage change in the
cumulative total shareholder return on the Corporation's Common Stock against
the cumulative total return of S&P 500 Total Return Stock Index and Peer Group
Index for the five years beginning January 1, 1994 and ending December 31,
1998. Each assumes an investement of $100 on December 31, 1993 and retention
of dividends when paid.
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Year Ended December 31
Valued at December 31
1993 1994 1995 1996 1997 1998
Corporation(1) $100 $104.03 $154.44 $238.47 $263.25 $301.15
S&P 500(2) 100 99.26 139.31 171.21 228.26 293.36
Peer Group(2) 100 114.38 135.65 165.21 232.38 256.31
(1) Data based upon appraised values for 1997 and 1998 and market sales
for prior years.
(2) Data obtained from Hopper Soliday & Co.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning the grant
of stock options to Mr. Sonntag during fiscal 1998.
Percent of
Total Options Exercise
Options Granted to Price Expiration
Name Granted(#) Employees ($/Share)(1)(2) Date
- ---- --------- --------- ------------- ----
William C. 4,000(2) 23.0% $18.50 9/30/08
Sonntag
(1) Based upon a market value of $18.50 per share on September 30, 1998
pursuant to an independent appraisal as of that date.
(2) Restated to reflect a two for one stock split in December, 1998.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND YEAR END OPTION VALUES
The following table sets forth certain information concerning exercise of
stock options granted pursuant to the Employees Incentive Stock Option Plan by
Mr. Sonntag during the year ended December 31, 1998 and options held at
December 31, 1998.
<TABLE>
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Shares
Acquired Number of Unexercised Value of Unexercised
on Value Options at December 31, 1998 Options at December 31, 1998
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable(1)
- ---- -------- -------- ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William
C. Sonntag 0 0 0 8,000(2) 0 $16,800
</TABLE>
1) Based upon a market value of $18.60 per share on December 31, 1998
pursuant to an independent appraisal as of the date.
(2) Restated to reflect a two for one stock split in December, 1998.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
16
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Section 16(a) of the Exchange Act requires the Corporation's officers,
directors and persons owning more than 10% of the Corporation's Common Stock
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and such shareholders are
required by regulation to furnish the Corporation with copies of all Section
16(a) forms they file. Except as set forth above in "Principal Holders of
Stock", the Corporation knows of no person who owned 10% or more of its Common
Stock.
Based upon review of copies of the forms furnished to the Corporation,
the Corporation believes that during 1998 all Section 16(a) filing
requirements were complied with in a timely manner except Mr. Cooper and Mr.
Stoops were late in filing Form 4s which were subsequently filed.
TRANSACTIONS WITH MANAGEMENT
Certain directors, nominees and executive officers and/or their
associates were customers of and had transactions with the Corporation or the
Bank during 1998. Transactions which involved loans or commitments by the
Bank were made in the ordinary course of business and 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 normal risk of collectability or present other unfavorable features.
AUDITORS
S. R. Snodgrass, A.C. has audited the Corporation's financial statements
for the fiscal year ended December 31, 1998, and the report on such financial
statements appears in the Annual Report to Shareholders. S. R. Snodgrass,
A.C. has been selected by the Board of Directors to perform an examination of
the consolidated financial statements of the Corporation for the year ending
December 31, 1999.
FINANCIAL INFORMATION
A copy of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1998 accompanies this Proxy Statement. Such Annual Report
is not a part of the proxy solicitation materials.
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REQUESTS FOR PRINTED FINANCIAL MATERIAL FOR THE CORPORATION OR ANY OF ITS
SUBSIDIARIES - ANNUAL OR QUARTERLY REPORTS, FORMS 10-K AND 10-Q AND CALL
REPORTS AND A LIST OF EXHIBITS - SHOULD BE DIRECTED TO MARK A. VOLPONI,
TREASURER, 100 SOUTH MAIN STREET, SLIPPERY ROCK, PA 16057-1245, TELEPHONE
(724) 794-2210. UPON WRITTEN REQUEST AND PAYMENT OF A COPYING FEE OF TEN
CENTS A PAGE, THE CORPORATION WILL ALSO FURNISH A COPY OF ALL EXHIBITS TO THE
FORM 10-K.
SHAREHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Any eligible shareholder desiring to present a proposal pursuant to Rule
14a-8 promulgated by the SEC to be considered at the 2000 Annual Meeting of
Shareholders should submit the proposal in writing to: William C. Sonntag,
President, Slippery Rock Financial Corporation, 100 South Main Street,
Slippery Rock, PA 16057-1245 no later than November 29, 1999. A shareholder
wishing to submit a proposal other than pursuant to Rule 14a-8 must notify the
Corporation no later than February 13, 2000. In the absence of timely notice,
management will exercise its discretionary power in voting on any such matter.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
meeting. If, however, any other business should properly come before the
meeting, or any adjournment thereof, it is intended that the proxy will be
voted with respect thereto in accordance with the best judgment of the persons
named in the proxy.
By Order of the Board of Directors,
------------------------------
Eleanor L. Cress
Secretary
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PROXY FOR ANNUAL MEETING OF SHAREHOLDERS OF
SLIPPERY ROCK FINANCIAL CORPORATION
The undersigned shareholder(s) of SLIPPERY ROCK FINANCIAL CORPORATION,
Slippery Rock, Pennsylvania (the "Corporation") do(es) hereby appoint Donald
L. Mershimer and Frank Gill, or either one of them my (our) true attorney(s)
with full power of substitution, for me (us) and in my (our) name(s), to vote
all the common stock of the Corporation standing in my (our) name(s) on its
books on March 12, 1999 at the Annual Meeting of Shareholders of the
Corporation to be held at the Slippery Rock Township Building, 155 Branchton
Road, Slippery Rock, Pennsylvania 16057, on April 20, 1999, at 7:00 p.m. or
any adjournment or postponement thereof as follows:
This will ratify and confirm all that said attorney(s) may do or cause to be
done by virtue hereof. Said attorney(s) is (are) hereby authorized to
exercise all the power that I (we) would possess if present personally at said
meeting or any adjournment(s) thereof. I (we) hereby revoke all proxies by me
(us) heretofore given for any meeting of Shareholders of the Corporation.
Receipt is acknowledged of the Notice and Proxy Statement for said meeting,
each dated March 31, 1999.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE
AND RETURN PROMPTLY.
Mark an "X" in the box below to indicate your vote.
1. Election of Class I Directors for a three year term
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (Except as marked to vote for all
to the contrary below) nominees listed below
SPECIAL INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), DRAW A LINE THROUGH THE NOMINEE'S NAME(S) BELOW.
Class I Director for Term Expiring in 2002
------------------------------------------
John W. Conway Charles C. Stoops, Jr.
William D. Kingery
2. In accordance with the recommendations of management, to vote upon
such other matters as may properly come before
<PAGE>
the meeting or any adjournment or postponement thereof.
IN ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED SHALL BE VOTED
IN FAVOR OF ITEM 1 AND IN ACCORDANCE WITH THE RECOMMENDATION OF MANAGEMENT
WITH RESPECT TO ITEM 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO EXERCISE.
If planning on attending the meeting in person, please indicate in
the box below.
[ ] WILL ATTEND Number of Shares held of record
as of March 12, 1999:
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Signature of Shareholder
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Signature of Shareholder
Dated: __________________________ Please date and sign exactly as your
ame(s) appear(s) hereon. When signing as attorney, executor, administrator,
trustee, or guardian, etc., you should indicate your full title. If stock is
in joint name(s), each joint owner should sign.
