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 18, 2000
Mailed to Shareholders March 31, 2000
<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 18, 2000, at 7:00
p.m., prevailing time, for the purpose of considering and voting on the
following matters:
1. Election of four 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 10,
2000 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, 2000
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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, 2000, 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 18, 2000, 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, 1999, 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 10, 2000 (the "Record Date"), there
were outstanding 2,769,048 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
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)
John W. Conway
Slippery Rock, Pennsylvania 95,080 3.4%
Grady W. Cooper
St. Cloud, Florida 378,584 13.7%
Robert M. Greenberger
Butler, Pennsylvania 5,664 *
Robert E. Gregg
Grove City, Pennsylvania 10,911 (3)(4) *
William D. Kingery
New Wilmington, Pennsylvania 5,208 (3) *
Paul M. Montgomery
Slippery Rock, Pennsylvania 53,776 (3) 1.9%
S. P. Snyder
Slippery Rock, Pennsylvania 40,902 (3) 1.5%
William C. Sonntag
Slippery Rock, Pennsylvania 17,653 (5) *
Charles C. Stoops, Jr.
Pittsburgh, Pennsylvania 87,416 3.2%
Norman P. Sundell
Slippery Rock, Pennsylvania 9,112 (3) *
Kenneth D. Wimer
Grove City, Pennsylvania 33,784 (3) 1.2%
Officers, Directors and
Nominees for Directors 774,679 28.0%
as a Group (6)
- -------------
*Less than l%
(l) The securities "beneficially owned" by an individual are determined
in accordance with the definition of "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.
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(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, 1,200 shares; Mr. Sundell, 600
shares; Mr. Gregg, 1,200 shares; Mr. Kingery, 1,200 shares;
Mr. Montgomery, 600 shares.
(4) Includes voting power of attorney over 3,689 shares owned by members of
Mr. Gregg's family.
(5) Includes 1,333 shares of Common Stock which may be acquired within
sixty (60) days by exercise of stock options granted to Mr. Sonntag
pursuant to the Employee Incentive Stock Option Plan approved in 1997.
(6) 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 --------------------------
of Beneficial Owner Amount Percentage
- ------------------- --------- ------------
Grady W. Cooper
St. Cloud, Florida 34769 378,584 13.7%
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 2000 has been set at 11.
The Board of Directors has nominated Messrs. Robert M. Greenberger, Paul
M. Montgomery, William C. Sonntag and Norman P. Sundell for election as Class
II directors for three-year terms to expire at the 2003 Annual Meeting of
Shareholders, or until their successors are duly elected and qualified. All
Class II directors were elected by the shareholders at the 1997 Annual
Meeting. The remaining seven directors will continue to serve in accordance
with their prior election with the terms of the Class III and Class I
directors expiring in 2001 and 2002, 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 the Board of Directors in the event any
nominee or nominees become unavailable for election. The four persons
receiving the highest number of votes for Class II 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 II directors and as to each of the continuing Class III and
Class I directors his age, principal
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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 II DIRECTORS
Terms Expire in 2003
Directorship
in other
Name and Principal Director Reporting
Occupation (1) Age Since (2)(3) Companies
- ------------- ----- ------------ -----------
Robert M. Greenberger 63 1995 None
Owner and President,
Harry Products, Inc.,
parent firm of Warehouse
Sales and Trader
Horn, Retail Sales
Paul M. Montgomery 75 1971 None
Retired, former
President of the
Bank
William C. Sonntag 51 1989 None
President and Chief
Executive Officer of
the Corporation and
Bank
Norman P. Sundell 56 1987 None
Vice Chairman,Partner,
Sundell Auto Specialties
THE BOARD OF DIRECTORS RECOMMENDS THE ABOVE NOMINEES BE ELECTED.
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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 75 1961 None
Vice Chairman,
Retired, former
Executive Vice
President of the Bank
William D. Kingery 46 1995 None
Vice President and
Treasurer, Springfield
Restaurant Group
Charles C. Stoops, Jr. 66 1984 None
Retired, former General Tax
Counsel, Rockwell
International Corp.
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 77 1966 None
Chairman of the Board,
retired, former President
of Cooper Brothers, Inc.
Building Supplies
Robert E. Gregg 58 1987 None
Partner, Spring
Meadows Farms
S. P. Snyder, 67 1966 None
Retired, former
Owner and Partner,
Snyder Bus Company
Kenneth D. Wimer 73 197 None
Retired, former
Manager, Cooper
Brothers, Inc.
Building Supplies
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(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 1999 the Board of Directors of the Corporation held 5 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 except Mr. Montgomery who attended 65% of
such meetings.
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
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 1999.
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 1999. Mr.
Sonntag is ex-officio member of all committees.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors were paid $950.00 for each Board meeting for January through
June and $1,000.00 for each Board meeting for July through December 1999. A
total of $118,700 was paid as Directors fees in 1999.
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The Corporation has a Non-Employee Director Stock Option Plan
which was approved by the Board of Directors and adopted by the Shareholders
at the 1997 meeting. Options to purchase up to 72,000 shares of Common Stock
may be granted to directors of the Corporation or any subsidiary who are not
employees of the Corporation or a subsidiary. Under the terms of the Plan, a
compensatory stock option to purchase 600 shares of Common Stock is
automatically granted to each non-employee director as of September 30 of each
year, beginning September 30, 1997 and ending on September 30, 2006. The
option price is the fair market value per share of common stock on the date of
the grant. All options are vested on the date of the grant, but none shall be
exercisable after the expiration of 10 years from the date of the grant.
Information with respect to the number of options held by directors is set
forth under "Beneficial Ownership by Certain Persons and Management".
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 51 President and Chief
Executive Officer
of the Corporation
and the Bank
Mark A. Volponi 38 Treasurer of the
Corporation and
Controller of the Bank
Eleanor L. Cress 60 Secretary of the
Corporation and
Vice President and
Secretary of the Bank
Dale R. Wimer 54 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 1999 to Mr. Sonntag, the Chief Executive Officer. No other
officer's compensation exceeded $100,000. The Corporation pays no salaries or
benefits.
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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. 1999 $101,500 $31,198 4,000
Sonntag, 1998 $ 95,508 $30,309 4,000(5) -
President and 1997 $ 90,504 $29,166 4,000(5) -
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 1999 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.
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.
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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
produces the 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 equivalent 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 1999 under the Plan reflecting
applicable limitations under Federal tax laws.
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AVERAGE ANNUAL
COMPENSATION YEARS OF SERVICE AT RETIREMENT
10 20 30 40
$ 60,000 $ 8,400 $16,800 $21,000 $21,000
$ 80,000 $12,696 $25,392 $31,740 $31,740
$105,000 $18,396 $36,792 $45,990 $45,990
$130,000 $24,096 $48,192 $60,240 $60,240
$155,000 $29,796 $59,592 $74,490 $74,490
$180,000 $30,936 $61,872 $77,340 $77,340
As of December 31, 1999, Mr. Sonntag had been credited with 24 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
$35,024 for Mr. Sonntag. Covered compensation is based on salary shown in the
Summary Compensation Table.
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 contribution is 2% of salary.
Employer contributions are fully vested after five years eligible service.
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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 any other 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, 1995 and ending
December 31, 1999. Each assumes an investment of $100 on December 31, 1994
and retention of dividends when paid.
(Graph belongs in this area)
Valued at December 31
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
Corporation (1)) $100 $148.45 $229.22 $253.04 $289.47 $288.57
S&P 500 (2) $100 $137.45 $168.92 $225.21 $289.43 $350.26
Peer Group (2) $100 $119.92 $143.00 $204.73 $222.57 $209.45
(1) Data based upon appraised values for 1997, 1998 and 1999 and market
sales for prior years.
(2) Data obtained from Tucker Anthony Cleary Gull
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning the grant
of stock options to Mr. Sonntag during fiscal 1999.
Percent of
Total Options Exercise
Options Granted to Price Expiration
Name Granted(#) Employees ($/Share)(1) Date
- ---- ---------- ------------- ------------ ----------
William C.
Sonntag 4,000 22.1% $19.30 9/30/09
(1) Based upon a market value of $19.30 per share on September 30, 1999
pursuant to an independent appraisal as of that date.
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, 1999 and
options held at December 31, 1999.
<TABLE>
<CAPTION>
Shares
Acquired Number of Unexercised Value of Unexercised
on Value Options at 12/31/99 Options at12/31/99
Name Exercise Realized Exercisable Unexercisable Exercisable(1) Unexercisable(1)
- ---- -------- -------- ----------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William
C. Sonntag 0 0 1,333 10,667 $ 5,332.00 $7,468.00
</TABLE>
(1) Based upon a market value of $18.50 per share on December 31, 1999
pursuant to an independent appraisal as of the date.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
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 1999 all Section 16(a) filing
requirements were complied with in a timely manner except Mr. Cooper was late
in filing a Form 4. This report has been filed
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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 1999. 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, 1999, 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, 2000.
FINANCIAL INFORMATION
A copy of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1999 accompanies this Proxy Statement. Such Annual Report
is not a part of the proxy solicitation materials.
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 2001 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 26,2000. A shareholder
wishing to submit a proposal other than pursuant to Rule 14a-8 must notify the
Corporation no later than February 15, 2001. In the absence of timely notice,
management will exercise its discretionary power in voting on any such matter.
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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 Paul E.
Mershimer and Terry D. Dambaugh, 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 10, 2000 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 18, 2000, 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 31,2000.
MAP
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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 II 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 II Director for Term Expiring in 2003
-------------------------------------------
Robert M. Greenberger William C. Sonntag
Paul M. Montgomery Norman P. Sundell
2. In accordance with the recommendations of management, to vote upon such
other matters as may properly come before 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 10, 2000:
------------------
---------------------------------
Signature of Shareholder
--------------------------------
Signature of Shareholder
17
<PAGE>
Dated: Please date and sign exactly as your
-------------------------- name(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.
