SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 for the
Quarterly Period Ended March 31, 2001,
or
( ) Transition report pursuant to Section 13 or 15(d)
of the Exchange Act for the Transition Period
from _________________ to _________________.
No. 0-17077
(Commission File Number)
PENNS WOODS BANCORP, INC.
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 23-2226454
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
300 Market Street, Williamsport, Pennsylvania 17701
(Address of principal executive offices) (Zip Code)
(570) 322-1111
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [ X ] NO[ ]
On May 10, 2001 there were 3,071,207 shares of the Registrant's
common stock outstanding.
PART I FINANCIAL STATEMENTS
PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
March 31, December 31,
2001 2000
(IN THOUSANDS)
ASSETS:
Cash and due from banks $ 13,240 $ 15,318
Investment securities available
for sale 115,155 113,074
Investment securities held to
maturity (market value of
$2,139,000 and $3,261,000) 2,067 3,228
Loans, net of unearned discount 243,419 246,486
Allowance for loan losses (2,890) (2,879)
Loans, net 240,529 243,607
Bank premises and equipment, net 4,663 4,727
Accrued interest receivable 2,309 2,581
Bank owned life insurance 2,377 2,353
Other assets 8,631 10,025
TOTAL ASSETS $388,971 $394,913
LIABILITIES:
Demand deposits $ 46,236 $ 47,468
Interest-bearing demand deposits 43,823 46,672
Savings deposits 46,454 43,980
Time deposits 148,098 140,014
Total deposits $284,611 $278,134
Short-term borrowings 15,250 31,021
Other borrowings 31,778 31,778
Accrued interest payable 1,430 1,452
Other liabilities 2,299 2,014
Total liabilities $335,368 $344,399
SHAREHOLDERS' EQUITY:
Common stock, par value $10;
10,000,000 shares authorized
and 3,130,844 shares issued $ 31,308 $ 31,308
Additional paid-in capital 18,214 18,214
Retained earnings 3,888 2,974
Accumulated other comprehensive
income (loss) 2,029 (810)
Less: Treasury stock at cost,
54,487 and 33,551 (1,836) (1,172)
Total shareholders' equity $ 53,603 $ 50,514
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $388,971 $394,913
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS THREE MONTHS
ENDED ENDED
March 31, 2001 March 31, 2000
(IN THOUSANDS
EXCEPT PER SHARE DATA)
INTEREST INCOME:
Interest and fees on loans $5,389 $5,139
Interest and dividends on
investments:
Taxable interest 815 998
Nontaxable interest 676 456
Dividends 172 178
Total interest and dividends
on investments 1,663 1,632
Other interest income 51 48
Total interest income 7,103 6,819
INTEREST EXPENSE:
Interest on deposits 2,565 2,109
Interest on short-term borrowings 275 477
Interest on other borrowings 453 345
Total interest expense 3,293 2,931
Net interest income 3,810 3,888
Provision for loan losses 93 78
Net interest income after
provision for loan losses 3,717 3,810
OTHER OPERATING INCOME:
Service charges 333 328
Securities gains 135 161
Other income 398 84
Total other operating income 866 573
OTHER OPERATING EXPENSES:
Salaries and employee benefits 1,291 1,215
Occupancy expense, net 209 205
Furniture and equipment expense 191 206
Other expenses 817 745
Total other operating
expenses 2,508 2,371
INCOME BEFORE TAXES 2,075 2,012
INCOME TAX PROVISION 391 466
NET INCOME $1,684 $1,546
EARNINGS PER SHARE - BASIC $ 0.55 $ 0.49
EARNINGS PER SHARE - DILUTED $ 0.55 $ 0.49
BASIC WEIGHTED AVERAGE SHARES
OUTSTANDING 3,086,919 3,124,697
DILUTED WEIGHTED AVERAGE SHARES
OUTSTANDING 3,086,919 3,124,697
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(IN THOUSANDS EXCEPT SHARE DATA)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON STOCK PAID-IN RETAINED COMPREHENSIVE TREASURY SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS INCOME STOCK EQUITY
Balance, December 31,
2000 3,130,844 $31,308 $18,214 $2,974 $ (810) $(1,172) $50,514
Net income for the
three months ended
March 31, 2001 1,684 1,684
Dividends declared,
$0.25 (770) (770)
Treasury Stock acquired
(20,936 shs) (664) (664)
Net change in unrealized
gain on investments
available for sale,
net of tax $1,463 2,839 2,839
Balance, March 31, 2001 3,130,844 $31,308 $18,214 $3,888 $2,029 $(1,836) $53,603
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
2001 2000
(IN THOUSANDS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income $ 1,684 $ 1,546
Adjustments to reconcile net
income to net cash provided
by operating activities
Depreciation 162 158
Provision for loan losses 93 78
Accretion and amortization of
investment security discounts
and premiums (194) (121)
Securities gains, net (135) (161)
Gain on sale of foreclosed
assets (10) -
Decrease (Increase) in all
other assets 60 (158)
Increase in all other
liabilities 264 495
Net cash provided by
operating activities 1,924 1,837
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of securities available
for sale (1,575) (21,065)
Proceeds from sales of securities
available for sale 1,065 20,508
Proceeds from calls and maturities
of securities available for sale 3,553 2,361
Purchase of securities held to
maturity (25) -
Proceeds from calls and maturities
of securities held to maturity 691 14
Net decrease (increase) in loans 2,985 (805)
Acquisition of bank premises and
equipment (98) (123)
Proceeds from the sale of
foreclosed assets 130 24
Net cash provided by
investing activities 6,726 914
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in interest-bearing
deposits 7,709 9,115
Net (decrease) increase in non-
interest-bearing deposits (1,232) 1,496
Net decrease in short-term
borrowings (15,771) (12,281)
Dividends paid (770) (719)
Stock options exercised - 52
Purchase of Treasury Stock (664) -
Net cash used in financing
activities (10,728) (2,337)
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (2,078) 414
CASH AND CASH EQUIVALENTS, BEGINNING 15,318 12,474
CASH AND CASH EQUIVALENTS, ENDING $ 13,240 $ 12,888
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
The Company paid approximately $3,315,000 and $2,935,000 in
interest on deposits and other borrowings during the first
quarter of 2001 and 2000, respectively.
There were no income tax payments made by the Company during the
first quarter of 2001. Approximately $210,000 in income tax
payments were made by the Company during the first quarter of
2000.
PENNS WOODS BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. Basis of Presentation
The interim financial statements are unaudited but, in the
opinion of management, reflect all adjustments necessary for the
fair presentation of results for such periods. All of those
adjustments are of a normal, recurring nature. The results of
operations for any interim period are not necessarily indicative
of results for the full year. These financial statements
should be read in conjunction with financial statements and
notes thereto contained in the Company's annual report for the
year ended December 31, 2000.
Reclassification of Comparative Amounts
Certain comparative amounts for the prior periods have been
reclassified to conform to current period presentations. Such
reclassifications had no effect on net income or stockholders'
equity.
NOTE 2. Comprehensive Income
The components of other comprehensive income and related
tax effects are as follows:
March 31, March 31,
2001 2000
(IN THOUSANDS)
Change in net unrealized gain (loss) on
securities available for sale $2,928 $ (951)
Less: Reclassification adjustment for
realized gains included in net income,
net of taxes of $46 for 2001 and $55
for 2000 89 106
Net unrealized gain (loss) net of tax $2,839 $(1,057)
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This Report contains certain "forward-looking statements"
including statements concerning plans, objectives, future events
or performance and assumptions and other statements which are
other than statements of historical fact. Penns Woods Bancorp,
Inc. and its subsidiaries (the "Company") wishes to caution
readers that the following important factors, among others, may
have affected and could in the future affect the Company's
actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in
any forward-looking statement made by or on behalf of the
Company herein: (i) the effect of changes in laws and
regulations, including federal and state banking laws and
regulations, which the Company must comply, and the associated
costs of compliance with such laws and regulations either
currently or in the future as applicable; (ii) the effect of
changes in accounting policies and practices, as may be adopted
by the regulatory agencies as well as by the Financial
Accounting Standards Board, or of changes in the Company's
organization, compensation and benefit plans; (iii) the effect
on the Company's competitive position within its market area of
the increasing consolidation within the banking and financial
services industries, including the increased competition from
larger regional and out-of-state banking organizations as well
as nonbank providers of various financial services; (iv) the
effect of changes in interest rates; and (v) the effect of
changes in the business cycle and downturns in the local,
regional or national economies.
EARNINGS SUMMARY
Comparison of the Three Months Ended March 31, 2001 and 2000
Interest Income
For the three months ended March 31, 2001, total interest
income increased by $284,000 or 4.16% compared to the same
period in 2000. This improvement is due to an increase of
$250,000 in interest and fees on loans, an increase in total
interest and dividends on investments of $31,000 and a slight
increase in other interest income of $3,000.
The increase in interest and fees on loans of $250,000 was
primarily due to the net effect of gross loan growth of
$8,882,000 from March 31, 2000 to March 31, 2001 and offset by a
150 basis point decline in the prime rates during the previous
twelve months. Interest and dividends on investments increased
due to the net effect of a $183,000 decrease in taxable interest
due to the decrease in the average holdings of U.S. Government
agency securities during the first three months of 2001 compared
to the same period in 2000; a $220,000 increase in nontaxable
interest related to the higher average volume of municipal
securities held during the first three months of 2001 compared
to the first three months of 2000; and a decrease in dividend
income on equity securities of $6,000.
Interest Expense
For the three months ended March 31, 2001 total interest
expense increased $362,000 or 12.35% over the same period in
2000. The overall increase in interest expense is the result of
a $456,000 increase in interest paid on deposits, mainly due to
volume; a $202,000 decrease in interest expense paid on short-
term borrowings, due to a decline of average overnight FHLB
borrowings of approximately $9,000,000, the rate paid on these
borrowings and a decrease in the average rate paid on repurchase
agreements during the previous twelve months. An increase of
$108,000 in interest paid on other borrowings was due to a net
increase of $4,500,000 in FHLB borrowings.
Provision for Loan Losses
The provision for loan losses totaled $93,000 for the three
months ended March 31, 2001. The provision for the same period
in 2000 was $78,000.
As of the first quarter of 2001, charge offs exceeded
recoveries by $82,000 compared to the first quarter of 2000 when
charge offs exceeded recoveries by $36,000.
Senior Management utilizes several different methods to
determine the adequacy of the loan loss allowance and to
establish quarterly provisions. Among these methods is the
analysis of the most recent five year average loss history, the
coverage of non-performing loans provided by the allowance, an
estimate of potential loss in homogeneous pools of loans and the
internal credit rating assigned to watch and problem loans.
In addition to the preceding, senior management also
reviews macro portfolio risks such as the absence of
concentrations, absence of foreign credit exposure and growth
objectives in fine tuning the allowance and provisions.
The ratio of the allowance for loan losses to non-accruing
loans and those accruing but delinquent more than 90 days
(collectively called "non-performing" loans) stood at 3.7% at
March 31, 2001 compared to 3.6% at December 31, 2000.
The overall decrease in non-performing loans totaled
$26,000. Non-performing commercial and agricultural loans and
installment loans accounted for $190,000 and $4,000,
respectively of the overall decrease whereas non-performing
loans secured by real estate increased $168,000. Based upon
this analysis as well as the others noted above, senior
management has concluded that the allowance for loan losses is
adequate.
Other Operating Income
Other operating income for the three months ended March 31,
2001 increased $293,000. This increase is due to the net effect
of an increase in service charges collected of $5,000, a
decrease in securities gains realized of $26,000 and an increase
in other income of $314,000.
Market conditions in the first quarter of 2000 provided
more opportunity for the Company to take security gains than in
the first quarter of 2001.
The substantial increase in other income was mostly due to
commission income realized during the first quarter of 2001
from the sale of various financial products. Such financial
products are offered through the Bank's subsidiary, The M
Group, Inc., which was acquired in the fourth quarter of 2000.
Also contributing to other income were the sale of two other
real estate properties and Visa merchant machine income.
Other Operating Expense
For the three months ended March 31, 2001 total other
operating expenses increased $137,000 over the same period in
2000.
Employee salaries and benefits increased $76,000 as a
result of normal increases in salary levels and salaries
associated with the Bank's subsidiary.
Occupancy expense increased $4,000 and furniture and
equipment expense decreased $15,000. The increase in occupancy
expense can be attributed to increases in rental and
depreciation expenses related to the opening of the new State
College office.
The $15,000 decrease in furniture and equipment expense can
be attributed mainly to the reduction of general maintenance and
depreciation expenses.
An overall increase in other expenses totaled $72,000.
This increase is mainly due to amortization expense associated
with the acquisition of The M Group, Inc. on October 1, 2000.
Provision for Income Taxes
Provision for income taxes for the three months ended March
31, 2001 resulted in an effective income tax rate of 18.84%
compared to 23.16% for the corresponding period in 2000. The
decrease noted is due to an increase in non-taxable income for
the period.
ASSET/LIABILITY MANAGEMENT
Assets
At March 31, 2001, cash and investment securities totaled
$130,462,000 or a net decrease of $1,158,000 over the
corresponding balance at December 31, 2000. Investment
securities increased $920,000 while cash decreased $2,078,000.
During this period, net loans decreased by $3,078,000 to
$240,529,000.
The increase in investment securities is primarily due to
the change in the net unrealized gain/loss from a loss of
$1,227,000 at December 31, 2000 to a gain of $3,074,000 at
March 31, 2001. The sale of over $3,000,000 in U.S. Government
agencies also reduced total investment securities.
Management evaluates credit risk, anticipated economic
conditions and other relevant factors impacting the quality of
the loan portfolio in order to establish an adequate loan-loss
allowance. An internal credit review committee monitors loans
in accordance with Federal supervisory standards. In addition,
management frequently reviews and utilizes the results of
examinations and reports provided by the committee, regulators,
and independent loan review consultants, on the adequacy of the
loan loss allowance.
Accordingly, on a quarterly basis, management determines an
appropriate provision for possible loan losses from earnings in
order to maintain allowance coverage relative to potential
losses.
The allowance for loan losses totaled $2,890,000 at
March 31, 2001, an increase of $11,000 over the balance at
December 31, 2000. For the three months ended March 31, 2001,
the provision for loan losses totaled $93,000. As a percent of
loans, the allowance for loan losses totaled 1.20% at March 31,
2001 and 1.17% at December 31, 2000.
Loans accounted for on a non-accrual basis totaled $523,000
and $777,000 at March, 31, 2001 and December 31, 2000,
respectively.
Accruing loans, contractually delinquent 90 days or more
were $254,000 at March 31, 2001 and $27,000 at December 31,
2000. These loans are predominately secured by mortgages on
real estate where appraisal values mitigate any potential loss
of interest and principal. The ratio of the allowance for loan
losses to non-accruing loans and those accruing but delinquent
more than 90 days was 3.7% at March 31, 2001 and 3.6% at
December 31, 2000. Presently the portfolio has no loans that
meet the definition of "trouble debt restructurings" under FAS
15.
A watch list of potential problem loans is maintained and
updated quarterly by an internal credit review committee. At
this time there are no credits of substance that have the
potential to become more than 90 days delinquent.
The Bank has not had nor presently has any foreign
outstandings. In addition, no known concentrations of credit
presently exist.
At March 31, 2001 the balance of other real estate was
$307,000 compared to $162,000 at December 31, 2000. Three of
the four properties totaling $162,000 that were held in other
real estate at December 31, 2000 were sold, two additional
properties were placed into other real estate during the first
quarter of 2001.
Deposits
At March 31, 2001 total deposits amounted to $284,611,000
representing an increase of $6,477,000, or 2.33%, from total
deposits at December 31, 2000. Non-interest and interest-
bearing demand deposits declined $1,232,000 and $2,849,000,
respectively. Savings deposits changed slightly, increasing
$2,474,000. Time deposits increased $8,084,000 due to
successful marketing strategies.
Other Liabilities
At March 31, 2001, other liabilities totaled $2,299,000 or
a $285,000 increase over the balance at December 31, 2000. This
increase is primarily due to an increase in accrued taxes and
accrued expenses.
Capital
The adequacy of the Company's capital is reviewed on an
ongoing basis with reference to the size, composition and
quality of the Company's resources and regulatory guidelines.
Management seeks to maintain a level of capital sufficient to
support existing assets and anticipated asset growth, maintain
favorable access to capital markets and preserve high quality
credit ratings.
Bank holding companies are required to comply with the
Federal Reserve Board's risk-based capital guidelines. The
risk-based capital rules are designed to make regulatory capital
requirements more sensitive to differences in risk profiles
among banks and bank holding companies and to minimize
disincentives for holding liquid assets. Specifically, each is
required to maintain certain minimum dollar amounts and ratios
of Total risk-based, Tier I risk-based and Tier I leverage
capital requirements. In addition to the capital requirements,
the Federal Deposit Insurance Corporation Improvements Act
(FDICIA) established five capital categories ranging from "well
capitalized" to "critically undercapitalized." To be classified
as "well capitalized," Total risk-based, Tier I risked-based and
Tier I leverage capital ratios must be at least 10%, 6%, and 5%
respectively.
At March 31, 2001 the Company was "well capitalized" with a
total capital ratio of 20.50%, a Tier I capital ratio of 19.34%
and a Tier I leverage ratio of 12.43%.
Liquidity and Interest Rate Sensitivity
The asset/liability committee addresses the liquidity needs
of the Bank to see that sufficient funds are available to meet
credit demands and deposit withdrawals as well as to the
placement of available funds in the investment portfolio. In
assessing liquidity requirements, equal consideration is given
to the current position as well as the future outlook.
The following liquidity measures are monitored and kept within
the limits cited.
1. Net Loans to Total Assets, 70% maximum
2. Net Loans to Total Deposits, 92.5% maximum
3. Net Loans to Core Deposits, 100% maximum
4. Investments to Total Assets, 40% maximum
5. Investments to Total Deposits, 50% maximum
6. Total Liquid Assets to Total Assets, 25% minimum
7. Total Liquid Assets to Total Liabilities, 25% minimum
8. Net Core Funding Dependence, 35% maximum
The Bank has maintained a liquidity level at or above the
guidelines of the FDIC and the Pennsylvania Department of
Banking. The Bank has available to it Federal Funds lines of
credit totalling $8,000,000 from correspondent banks. In
addition, the Bank has an agreement with the Federal Home Loan
Bank of Pittsburgh that enables the Bank to receive advances up
to $117,547,000 through the Federal Home Loan Bank's "Open Repo
Plus", revolving line of credit program, with commitment up to
one year.
All of the funding mentioned is available to the Bank,
should the need for short-term funds arise.
The following table sets forth the Company's interest rate
sensitivity as of March 31, 2001:
AFTER ONE AFTER TWO AFTER
WITHIN BUT WITHIN BUT WITHIN FIVE
ONE YEAR TWO YEARS FIVE YEARS YEARS
Earning assets: (1) (2)
Investment securities (1) $ 7,107 $ 6,164 $ 17,221 $ 86,694
Loans (2) 84,678 39,304 98,845 20,592
Total earning assets 91,785 45,468 116,066 107,286
Interest bearing liabilities:
Deposits (3) 137,622 32,107 42,579 26,067
Borrowings 8,891 - 38,137 -
Total interest bearing
liabilities 146,513 32,107 80,716 26,067
Net non-interest bearing
funding (4) 7,520 7,521 22,560 37,601
Total net funding sources 154,033 39,628 103,276 63,668
Excess assets (liabilities) (62,248) 5,840 12,790 43,618
Cumulative excess
assets (liabilities) (62,248) (56,408) (43,618) -
(1) Investment balances reflect estimated prepayments on
mortgage-backed securities.
(2) Loan balances include annual repayment assumptions
based on projected cash flow from the loan portfolio.
The cash flow projections are based on the terms of
the credit facilities and estimated prepayments on
fixed rate mortgage loans. Loans include loans held
for resale.
(3) Adjustments to the interest sensitivity of Savings,
NOW and MMDA account balances reflect managerial
assumptions based on historical experience,
expected behavior in future rate environments and
the Bank's positioning for these products.
(4) Net non-interest bearing funds is the sum of non-interest
bearing liabilities and shareholders' equity minus
non-interest earning assets and reflect managerial
assumptions as to the appropriate investment
maturities for these sources.
In this analysis the company examines the result of a 100
and 200 basis point change in market interest rates and the
effect on net interest income. It is assumed that the change is
instantaneous and that all rates move in a parallel manner. In
addition, it is assumed that rates on core deposit products such
as NOW's, savings accounts, and the MMDA accounts will be
adjusted by 25% of the assumed rate change. Assumptions are
also made concerning prepayment speeds on mortgage loans and
mortgage securities. The results of this rate shock are a
useful tool to assist the Company in assessing interest rate
risk inherent in its balance sheet. Below are the results of
this rate shock analysis as of March 31, 2001:
Net Interest Income
Change in Rates Change (After tax)
-200 369
-100 224
+100 -1
+200 -134
The model utilized to create the report presented above
makes various estimates at each level of interest rate change
regarding cash flow from principal repayment on loans and
mortgage-backed securities and or call activity on investment
securities. Actual results could differ significantly from
these estimates which would result in significant differences in
the calculated projected change. In addition, the limits stated
above do not necessarily represent the level of change under
which management would undertake specific measure to realign its
portfolio in order to reduce the projected level of change.
Generally, management believes the Company is well
positioned to respond expeditiously when the market interest
rate outlook changes.
Inflation
The asset and liability structure of a financial
institution is primarily monetary in nature, therefore,
interest rates rather than inflation have a more significant
impact on the Corporation's performance. Interest rates are
not always affected in the same direction or magnitude as
prices of other goods and services, but are reflective of
fiscal policy initiatives or economic factors which are not
measured by a price index.
In reference to the attached financial statements, all
adjustments are of a normal recurring nature pursuant to Rule
10-01 (b) (8) of Regulation S-X.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
The annual meeting of shareholders of Penns Woods Bancorp,
Inc. took place on April 25, 2001. The following two (2)
matters were voted upon:
1. Election of the four (4) persons listed in Class (1)
Directors of the Proxy Statement dated March 27, 2001
whose terms expire in 2004.
Class (1) Directors:
Michael J. Casale, Jr.
R.Edward Nestlerode, Jr.
William H. Rockey
Ronald A. Walko
2. To ratify the appointment by the Corporation's Board of
Directors of S.R. Snodgrass of Wexford, Pennsylvania,
Certified Public Accountants as the independent
auditors for the year ending December 31, 2001.
The following table presents the results of the vote
tabulation:
Issue Description For Withhold
1. Election of Directors for a
Three Year Term
Michael J. Casale, Jr. 2,234,583 9,511
R. Edward Nestlerode, Jr. 2,239,936 4,158
William H. Rockey 2,242,604 1,490
Ronald A. Walko 2,243,009 1,085
Issue Description For Against Abstain
2. Ratification of S.R. Snodgrass,
Certified Public Accountants
as independent auditors
2,221,287 1,172 21,635
Item 5. Other Information
On April 11, 2001, Penns Woods Bancorp, Inc. filed with the
Securities and Exchange Commission, on Form S-8 with respect to
100,000 shares of common stock of Penns Woods that may be issued
under the Penns Woods Bancorp, Inc. 1998 Stock Option Plan.
Item 6. Exhibits and reports on Form 8-K.
(a) Exhibits required by Item 601 of Regulation S-K:
Number Description
(3)(i) Articles of Incorporation of the Registrant, as
presently in effect (incorporated herein by
reference to Exhibit 3.1 of Registration
Statement No. 333-65821 on Form S-4).
(3)(ii) Bylaws of the Registrant as presently in effect
(incorporated herein by reference to Exhibit 3.2
of Registration Statement No. 333-65821 on
Form S-4).
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
PENNS WOODS BANCORP, INC.
(Registrant)
Date: May 14, 2001 /s/ Ronald A. Walko
Ronald A. Walko,
President and Chief
Executive Officer
Date: May 14, 2001 /s/ Sonya E. Scott
Sonya E. Scott,
Secretary