SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14A-11(c) or ss. 240.14a-12
Troy Hill Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
Troy Hill Bancorp, Inc.
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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3) Filing Party:
4) Date Filed:
September 30, 1996
Dear Stockholder:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of Troy Hill Bancorp, Inc. The meeting will be held at the Holiday
Inn located at 4859 McKnight Road, Pittsburgh, Pennsylvania, on Wednesday,
October 30, 1996 at 10:00 a.m., Eastern Time. The matters to be considered by
stockholders at the Annual Meeting are described
in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Troy Hill Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/ Harry B. Thaner
---------------
Harry B. Thaner
Chairman of the Board
/s/ Ellry N. Davis
--------------
Ellry N. Davis
President and Chief Executive Officer
TROY HILL BANCORP, INC.
1706 Lowrie Street
Pittsburgh, Pennsylvania 15212
(412) 231-8238
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 30, 1996
------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Troy Hill Bancorp, Inc. (the "Company") will be held at the Holiday
Inn located at 4859 McKnight Road, Pittsburgh, Pennsylvania, on Wednesday,
October 30, 1996 at 10:00 a.m., Eastern Time, for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
(1) To elect two (2) directors for a three-year term or until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of KPMG Peat
Marwick LLP as the Company's independent auditors for the fiscal year ending
June 30, 1997; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed September 23, 1996 as the voting
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournment thereof. Only those
stockholders of record as of the close of business on that date will be entitled
to vote at the Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Nancy H. Kufner
---------------
Nancy H. Kufner
Secretary
Pittsburgh, Pennsylvania
September 30, 1996
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YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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TROY HILL BANCORP, INC.
-----------------------
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
October 30, 1996
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of Troy Hill Bancorp, Inc. (the "Company"),
which acquired all of the stock of Troy Hill Federal Savings Bank (the "Bank")
issued in connection with the Bank's conversion from mutual to stock form in
June 1994 (the "Conversion"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Stockholders
("Annual Meeting") to be held at the Holiday Inn located at 4859 McKnight Road,
Pittsburgh, Pennsylvania, on Wednesday, October 30, 1996 at 10:00 a.m., Eastern
Time, and at any adjournment thereof for the purposes set forth in the Notice of
Annual Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about September 30, 1996.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein, for
ratification of the appointment of KPMG Peat Marwick LLP for fiscal 1997 and,
upon the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (Nancy H. Kufner, Secretary, Troy Hill Bancorp, Inc.); (ii)
submitting a duly-executed proxy bearing a later date; or (iii) appearing at the
Annual Meeting and giving the Secretary notice of his or her intention to vote
in person. Proxies solicited hereby may be exercised only at the Annual Meeting
and any adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on September 23,
1996 ("Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 1,067,917 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting. Directors are elected by a plurality
of the votes cast with a quorum present. Abstentions are considered in
determining the presence of a quorum and will not affect the plurality vote
required for the election of directors. The affirmative vote of the holders of a
majority of the total votes present in person or by proxy at the Annual Meeting
is required to ratify the appointment of the independent auditors. Because of
the required vote, abstentions will have the effect of a vote against this
proposal. Under rules of the New York Stock Exchange, the proposal for
ratification of the auditors is considered a "discretionary" item upon which
brokerage firms may vote in their discretion on behalf of their clients if such
clients have not furnished voting instructions and for which there will not be
"broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
Election of Directors
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into three classes which are as equal
in number as possible, and that members of each class of directors are to be
elected for a term of three years. One class is to be elected annually.
Stockholders of the Company are not permitted to cumulate their votes for the
election of directors.
Except as described below, no director or nominee for director is
related to any other director or executive officer of the Company by blood,
marriage or adoption, and each of the nominees for director currently serves as
a director of the Company. Mr. Harry B. Thaner, Chairman of the Board, is the
father of Edwin A. Thaner, Director.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If the persons named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for a replacement nominee recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why the nominees listed below
may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues, including tenure
as a director of the Bank.
Nominees for Director for Three-Year Terms Expiring in 1999
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ---- ------ ------------------- -----
Raymond K. Aiken 60 Director; President and Chief 1972
Operating Officer of Lockhart
Chemical Co., Gibsonia,
Pennsylvania, since March
1989.
Edwin A. Thaner 48 Director; Proprietor and 1985
principal engineer with E.A.
Thaner & Associates, Wexford,
Pennsylvania, a civil
engineering firm.
The Board of Directors recommends that you vote FOR election of the
nominees for director.
Members of the Board of Directors Continuing in Office
Director Whose Term Expires in 1997
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ---- ------ ------------------- -----
Ellry N. Davis 64 Director; President and Chief 1982
Executive Officer of the Bank
since January 1991 and of the
Company since June 1994;
Executive Vice President and
Managing Officer of the Bank
from January 1981 to January
1991.
Directors Whose Terms Expire in 1998
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ---- ------ ------------------- -----
Harry B. Thaner 77 Chairman of the Board of the 1972
Bank since 1992 and of the
Company since June 1994;
Retired in 1979 as a partner
of Gateway Engineers, Inc.,
Pittsburgh, Pennsylvania.
Joseph W. Snyder 47 Director; Senior buyer at 1985
Equitable Resources, Inc.
("ERI"), Pittsburgh,
Pennsylvania, since April
1991; Manufacturing
representative of Equitable
Gas Co., a subsidiary of
ERI, from May 1989 to April
1991.
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(1) As of September 23, 1996.
Stockholder Nominations
Article 7.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board, to be made at a meeting of
stockholders called for the election of directors, and only by a stockholder who
has complied with the notice provisions in that section. Stockholder nominations
must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company not later than
60 days prior to the anniversary date of the immediately preceding annual
meeting.
Each written notice of a stockholder nomination shall set forth: (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director and as to the stockholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Company stock which are beneficially owned by such person on the date
of such stockholder notice, and (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies with respect
to nominees for election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), including, but not
limited to, information required to be disclosed by Items 4, 5, 6 and 7 of
Schedule 14A and information which would be required to be filed on Schedule 14B
with the Securities and Exchange Commission (or any successors of such items or
schedules); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Company's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominees and
(ii) the class and number of shares of Company stock which are beneficially
owned by such stockholder on the date of such stockholder notice and, to the
extent known, by any other stockholders known by such stockholder to be
supporting such nominees on the date of such stockholder notice. The presiding
officer of the meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedures.
Committees and Meetings of the Board of the Company
The Board of Directors of the Company meets on a monthly basis and may
have additional special meetings. During the fiscal year ended June 30, 1996,
the Board of Directors met 12 times. No director attended fewer than 75% of the
total number of Board meetings or committee meetings on which he served that
were held during this period. The Board of Directors of the Company has not yet
established any committees. The Board of Directors of the Bank has established
the following committees:
Internal Audit Committee. The Internal Audit Committee consists of
Messrs. Aiken (Chairman), Harry B. Thaner and Snyder. The Internal Audit
Committee meets with the Company's internal auditor, engages the Company's
external auditors and reviews their reports. The Internal Audit Committee met
four times during fiscal 1996.
Loan Committee. The Loan Committee consists of Messrs. Davis (Chairman)
and two other directors who serve on a rotating basis. The Loan Committee, which
approves loans less than $250,000 originated by the Bank, meets as needed and
met 52 times during fiscal 1996.
Investment Committee. The Investment Committee consists of Messrs.
Davis (Chairman), Aiken and Snyder. The Investment Committee, which reviews all
securities purchased by the Company, met four times during fiscal 1996.
In addition to the committees described above, the Bank has also
established other committees which consist of members of the Board and which
meet as required. These committees include: a Nominating Committee, Asset Review
Committee, Pension Committee and Asset/Liability Committee.
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal
occupations during the last five years for the three executive officers of the
Company and the Bank who do not serve as directors.
Lawrence C. Kerr. Mr. Kerr has served as Treasurer of the Bank since
January 1992 and of the Company since June 1994. Prior thereto, Mr. Kerr served
as Controller of the Bank.
Marilyn L. Scripko. Ms. Scripko has served as Vice President of the
Bank since January 1992 and of the Company since June 1994. Prior thereto, Ms.
Scripko served as a loan officer of the Bank.
Nancy H. Kufner. Ms. Kufner has served as Secretary of the Bank since
January 1988 and of the Company since June 1994.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act") requires the Company's officers and directors, and persons who own more
than 10% of the Company's Common Stock to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. The Company knows
of no person, other than Wellington Management Company, who owns 10% or more of
the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during fiscal 1996, all Section 16(a) filing
requirements applicable to its officers and directors were complied with, except
that Messrs. Aiken, Snyder and Edwin A. Thaner filed Form 5s late reporting the
receipt of stock options and restricted stock and Mr. Aiken filed a Form 5 late
reporting one stock purchase.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons or
entities, including any "group" as that term is used in Section 13(d)(3) of the
1934 Act, who or which were known to the Company to be the beneficial owner of
more than 5% of the issued and outstanding Common Stock, (ii) the directors of
the Company, (iii) certain executive officers of the Company and the Bank, and
(iv) all directors and executive officers of the Company and the Bank as a
group.
Common Stock
Beneficially
Owned as of
Name of Beneficial Owner September 23, 1996(1)
- ------------------------ ---------------------
No. %
Troy Hill Bancorp, Inc. 89,930(2) 8.4%
Employee Stock Ownership Trust
1706 Lowrie Street
Pittsburgh, Pennsylvania 15212
Wellington Management Company 111,300(3) 10.4%
75 State Street
Boston, Massachusetts 02109
Directors:
Harry B. Thaner 13,992(4) 1.3%
Raymond K. Aiken 24,112(2)(5) 2.3%
Ellry N. Davis 35,244(2)(6) 3.3%
Joseph W. Snyder 19,212(2)(7) 1.8%
Edwin A. Thaner 26,382(8) 2.5%
Executive officers who are not
Directors:
Lawrence C. Kerr 10,491(9) *
Nancy H. Kufner 3,028(10) *
Marilyn L. Scripko 9,403(11) *
All directors and executive officers of 141,864(2)(12) 13.3%
the Company and the Bank as a
group (eight persons)
- ---------------
* Represents less than 1% of the outstanding Common Stock.
(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common
Stock if he or she directly or indirectly has or shares (1) voting
power, which includes the power to vote or to direct the voting of the
shares; or (2) investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise indicated, a
director has sole voting power and sole investment power with respect to
the indicated shares.
(2) The Troy Hill Bancorp, Inc. Employee Stock Ownership Trust ("Trust") was
established pursuant to the Troy Hill Bancorp, Inc. Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Ellry N.
Davis, Joseph W. Snyder and Raymond K. Aiken, who act as trustees of the
plan ("Trustees"). As of the Voting Record Date, 20,428 shares held in
the Trust had been allocated to the accounts of participating employees.
Under the terms of the ESOP, the Trustees must vote all allocated shares
held in the ESOP in accordance with the instructions of the
participating employees, and allocated shares for which employees do not
give instructions and unallocated shares will be voted in the same ratio
on any matter as to those shares for which instructions are given. The
amount of Common Stock beneficially owned by each individual trustee or
all directors and executive officers as a group does not include the
shares held by the Trust.
(3) Consists of shares with respect to which Wellington Management Company
("WMC") shares dispositive power and which are owned by numerous
investment counselling clients and, consequently, may be deemed to be
beneficially owned by WMC.
(4) Includes 4,496 shares which are subject to stock options and are
exercisable within 60 days and 3,597 shares which were awarded to Mr.
Thaner pursuant to the Company's Recognition and Retention Plan and
Trust ("RRP") and which had not vested as of the Voting Record Date.
Does not include 26,382 shares beneficially owned by Edwin A. Thaner,
Mr. Thaner's son.
(5) Includes 2,500 shares held by Mr. Aiken's wife, which shares may be
deemed to be beneficially owned by Mr. Aiken. Also includes 9,366 shares
which are subject to stock options and are exercisable within 60 days
and 2,997 shares which were awarded to Mr. Aiken pursuant to the
Company's RRP and which had not vested as of the Voting Record Date.
(6) Includes 4,172 shares held by Mr. Davis' wife, and 2,919 shares held
jointly with Mr. Davis' wife, which shares may be deemed to be
beneficially owned by Mr. Davis. Also includes, 8,993 shares which are
subject to stock options and are exercisable within 60 days, 8,094
shares which were awarded to Mr. Davis pursuant to the Company's RRP and
which had not vested as of the Voting Record Date, and 5,134 shares
which are held by the Company's ESOP for the account of Mr. Davis.
(7) Includes 2,500 shares held by Mr. Snyder's wife, which shares may be
deemed to be beneficially owned by Mr. Snyder. Also includes 9,366
shares which are subject to stock options and are exercisable within 60
days and 2,997 shares which were awarded to Mr. Snyder pursuant to the
Company's RRP and which had not vested as of the Voting Record Date.
(8) Includes 7,335 shares held by Mr. Thaner's wife, which shares may be
deemed to be beneficially owned by Mr. Thaner. Also includes 9,366
shares which are subject to stock options and are exercisable within 60
days and 2,997 shares which were awarded to Mr. Thaner pursuant to the
Company's RRP and which had not vested as of the Voting Record Date.
Does not include 13,992 shares beneficially owned by Harry B. Thaner,
Mr. Thaner's father.
(9) Includes 780 shares which are owned jointly by Mr. Kerr and his wife.
Also includes 2,248 shares which are subject to stock options and are
exercisable within 60 days, 2,922 shares which were awarded to Mr. Kerr
pursuant to the Company's RRP and which had not vested as of the Voting
Record Date, and 3,186 shares which are held by the Company's ESOP for
the account of Mr. Kerr.
(10) Includes 450 shares which are subject to stock options and are
exercisable within 60 days, 899 shares which were awarded to Ms. Kufner
pursuant to the Company's RRP and which had not vested as of the Voting
Record Date, and 1,454 shares which are held by the Company's ESOP for
the account of Ms. Kufner.
(11) Includes 1,798 shares which are subject to stock options and are
exercisable within 60 days, 2,473 shares which were awarded to Ms.
Scripko pursuant to the Company's RRP and which has not vested as of the
Voting Record Date and 2,714 shares which are held by the Company's ESOP
for the account of Ms. Scripko.
(12) Includes in the case of all directors and officers of the Company and
the Bank as a group, options to purchase 46,083 shares pursuant to the
Company's 1994 Stock Option Plan which are exercisable within 60 days.
Also includes, in the case of all directors and officers of the Company
and the Bank as a group, 26,976 shares which were awarded to certain
directors and officers of the Company and the Bank pursuant to the
Company's RRP and which had not vested as of the Voting Record Date and
12,488 shares which are held in trust established pursuant to the
Company's ESOP, which have been allocated to the accounts of
participating officers and consequently will be voted at the Annual
Meeting by such participating officers.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information
concerning the compensation paid by the Company or the Bank for services
rendered in all capacities during the years ended June 30, 1996, 1995 and 1994
to the President and Chief Executive Officer of the Company. There were no
executive officers of the Company and its subsidiaries whose total compensation
during fiscal 1996 exceeded $100,000.
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Fiscal Annual Stock Number of Other
Name and Principal Position Year Salary Bonus Compensation(1) Grants Options Compensation(4)
- --------------------------- ---- ------ ----- --------------- ------ ------- ---------------
Ellry N. Davis 1996 $ 92,500 $ -- $ -- $ -- -- $ 30,543
President and Chief
Executive Officer
1995 $ 89,404 $ -- $ -- $112,551(2) 22,482(3) $ 29,283
1994 $ 83,700 $10,000 $ -- $ -- -- $ --
- ---------------
(1) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management of the
Company, the costs to the Company of providing such benefits to the
named executive officer during the year ended June 30, 1996 did not
exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(2) Represents the grant of restricted Common Stock to Mr. Davis pursuant to
the Company's RRP, which was deemed to have the indicated value as of
the date of grant and which had a fair market value of $117,610 as of
June 30, 1995. The awards vest 20% per year from the date of grant.
(3) Consists of awards granted pursuant to the Company's 1994 Stock Option
Plan, which options vest and are exercisable at the rate of 20% per year
from the date of grant.
(4) Consist of amounts allocated during the year ended June 30, 1996 on
behalf of Mr. Davis pursuant to the Company's ESOP.
Stock Options
No options were granted to the executive officer named in the Summary
Compensation Table during the year ended June 30, 1996.
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's 1994 Stock Option Plan by the
named executive officer during the year ended June 30, 1996.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
Number of Securities Value of
Shares Acquired Underlying Unexercised Unexercised Options
Name on Exercise Value Realized Options at Year End at Year End(1)
---- ----------- -------------- ------------------- --------------
Ellry N. Davis -- $ -- 22,482 $303,507
(1) Based on a per share market price of $13.50 at June 30, 1996.
Directors' Compensation
Directors of the Company receive no compensation. Mr. Harry B. Thaner
receives $15,600 per year as Chairman of the Board of the Bank and each other
non-employee director of the Bank receives $14,400 per year for service on such
Board. In addition, non-employee directors of the Bank receive $75 for each
committee meeting attended.
Benefits
Retirement Plan. The Bank has a defined benefit pension plan
("Retirement Plan") for all employees who have attained the age of 21 years and
have completed one year of service with the Bank. In general, the Retirement
Plan provides for annual benefits payable monthly upon retirement at age 65 in
an amount equal to approximately 1.5% of the "Average Compensation" of the
employee (which is equal to the average of the compensation paid to him or her
for the last five consecutive years of employment, excluding bonuses,
commissions, overtime pay and other special compensation) for each year of
service, not in excess of 35 years. Under the Retirement Plan, an employee's
benefits are 20% vested after three years of service and are fully vested after
five years of service. A year of service is any year in which an employee works
a minimum of 1,000 hours. The Retirement Plan provides for an early retirement
option with reduced benefits for participants who are age 55 and who have ten
years of service. As of June 30, 1996, the Retirement Plan was fully funded and,
accordingly, during the year ended June 30, 1996, neither the Company nor the
Bank made any contributions to the Retirement Plan.
Employee Stock Ownership Plan and Trust. The Company has established an
ESOP for employees of the Company and the Bank. Full-time employees of the
Company and the Bank who have been credited with at least 1,000 hours of service
during a twelve month period and who have attained age 21 are eligible to
participate in the ESOP.
As part of the Conversion, in order to fund the purchase of 8% of the
Common Stock issued in the Conversion, the ESOP borrowed funds from the Company.
The loan to the ESOP will be repaid principally from the Company's and the
Bank's contributions to the ESOP over a period of ten years, and the collateral
for the loan consists of the Common Stock purchased by the ESOP. The interest
rate for the ESOP loan will vary according to the prime rate. The Company may,
in any plan year, make additional discretionary contributions for the benefit of
plan participants in either cash or shares of Common Stock, which may be
acquired through the purchase of outstanding shares in the market or from
individual stockholders, upon the original issuance of additional shares by the
Company or upon the sale of treasury shares by the Company. Such purchases, if
made, would be funded through additional borrowing by the ESOP or additional
contributions from the Company. The timing, amount and manner of future
contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations and market conditions.
Generally accepted accounting principles require that any third party
borrowing by the ESOP be reflected as a liability on the Company's statement of
financial condition. Since the ESOP has borrowed from the Company, such
obligation is not treated as a liability, but will be excluded from
stockholders' equity. If the ESOP purchases newly-issued shares from the
Company, total stockholders' equity would neither increase nor decrease, but per
share stockholders' equity and per share net earnings would decrease because of
the increase in the number of outstanding shares. In either case, as the
borrowing used to fund ESOP purchases are repaid, total stockholders' equity
will correspondingly increase.
Shares purchased by the ESOP with the proceeds of the loan are being
held in a suspense account and will be released on a pro rata basis as debt
service payments are made. Discretionary contributions to the ESOP and shares
released from the suspense account will be allocated among participants on the
basis of compensation. Forfeitures will be reallocated among remaining
participating employees and may reduce any amount the Company might otherwise
have contributed to the ESOP. Participants will vest in their right to receive
their account balances within the ESOP at the rate of 20 percent per year,
starting with completion of their third year of service. In the case of a
"change in control," as defined, however, participants will become immediately
fully vested in their account balances. Benefits may be payable upon retirement,
early retirement, disability or separation from service. The Company's
contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated.
Messrs. Davis, Snyder and Aiken serve as trustees of the ESOP Trust.
Under the ESOP, the trustees must vote all allocated shares held in the ESOP in
accordance with the instructions of the participating employees, and allocated
shares for which employees do not give instructions, and unallocated shares,
will be voted in the same ratio on any matter as to those shares for which
instructions are given.
The ESOP is subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended, and the regulations of the Internal
Revenue Service and the Department of Labor thereunder.
Transactions With Certain Related Persons
The Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA") requires that all loans or extensions of credit to executive
officers and directors must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features. In addition, loans made
to a director or executive officer in excess of the greater of $25,000 or 5% of
the Bank's capital and surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested members of the Board of Directors.
The Bank's policy provides that all loans made by the Bank to its
directors and officers are made in the ordinary course of business, are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectability or present other unfavorable
features. As of June 30, 1996, one of the Company's executive officers had a
loan balance which amounted to $56,000, or 0.3% of the Company's stockholders'
equity as of such date. All of such loans were made by the Bank in the ordinary
course of business and were not made with favorable terms nor did they involve
more than the normal risk of collectability.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick
LLP, independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending June 30, 1997, and further
directed that the selection of auditors be submitted for ratification by the
stockholders at the Annual Meeting.
The Company has been advised by KPMG Peat Marwick LLP that neither that
firm nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
certified public accountants and clients. KPMG Peat Marwick LLP will have one or
more representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and will be available to respond to appropriate
questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of KPMG Peat Marwick LLP as independent auditors for the fiscal
year ending June 30, 1997.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in October 1997, must be received at
the principal executive offices of the Company, 1706 Lowrie Street, Pittsburgh,
Pennsylvania 15212, Attention: Nancy H. Kufner, Secretary, no later than June 2,
1997. If such proposal is in compliance with all of the requirements of Rule
14a-8 under the 1934 Act, it will be included in the proxy statement and set
forth on the form of proxy issued for such annual meeting of stockholders. It is
urged that any such proposals be sent certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article 10.D of the Company's
Articles of Incorporation, which provides that business at an annual meeting of
stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than (i) with respect to the
first annual meeting of stockholders, the close of business on the tenth day
following the date on which notice of such annual meeting is mailed to
stockholders and (ii) with respect to any succeeding annual meeting of
stockholders, 60 days prior to the anniversary date of the mailing of the proxy
materials by the Company for the immediately preceding annual meeting. A
stockholder's notice must set forth as to each matter the stockholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear on
the Company's books, of the stockholder proposing such business and, to the
extent known, any other stockholders known by such stockholder to be supporting
such proposal, (c) the class and number of shares of Common Stock of the Company
which are beneficially owned by the stockholder and, to the extent known, by any
other stockholders known by such stockholder to be supporting such proposal, and
(d) any financial interest of the stockholder in such proposal (other than
interests which all stockholders would have).
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended June 30, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 1996 required to be filed with the Securities and Exchange Commission
under the 1934 Act. Such written requests should be directed to Nancy H. Kufner,
Secretary, Troy Hill Bancorp, Inc., 1706 Lowrie Street, Pittsburgh, Pennsylvania
15212. The Form 10-K is not part of the proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company has retained Morrow & Co., a professional proxy solicitation firm,
to assist in the solicitation of proxies. The fee arrangement with such firm is
$2,500, plus reimbursement for out-of-pocket expenses. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending the proxy materials to the
beneficial owners of the Company's Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.
REVOCABLE PROXY
TROY HILL BANCORP, INC.
[ ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TROY HILL
BANCORP, INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON OCTOBER 30, 1996 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of September 23, 1996,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Holiday Inn located at 4859 McKnight Road, Pittsburgh, Pennsylvania, on
October 30, 1996 at 10:00 a.m., Eastern Time, and at any adjournment of said
meeting, and thereat to act with respect to all votes that the undersigned would
be entitled to cast, if then personally present, as follows:
1. ELECTION OF DIRECTORS:
Nominees for three-year term:
Raymond K. Aiken
Edwin A. Thaner
[ ] For [ ] Withhold [ ] Except
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"Except" and write that nominee's name in the space provided below.
- -------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending June 30, 1997.
[ ] For [ ] Against [ ] Abstain
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Please sign this exactly as your name(s) appear(s) on this proxy. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
Please be sure to sign and date this Proxy in the box below.
__________________________________
Date
__________________________________
Stockholder sign above
__________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
TROY HILL BANCORP, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY