SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. [_])
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the Appropriate Box:
[_] Preliminary Proxy Statement
[_] Confidential for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
(Name of Registrant as Specified in Its Charter)
Mid Penn Bancorp, Inc.
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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):
(4) Proposed maximum aggregate value of transaction:
(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 filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.
(1) Amount Previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO OF MID PENN BANCORP, INC.]
March 25, 2002
Dear Shareholders:
It is my pleasure to invite you to attend the 2002 Annual Meeting of
Shareholders of Mid Penn Bancorp, Inc. to be held on Tuesday, April 23, 2002, at
10:00 a.m., prevailing time. The annual meeting will be held at Mid Penn Bank,
349 Union Street, Millersburg, Pennsylvania 17061.
The Notice of the Annual Meeting and the enclosed proxy statement
address the formal business of the meeting. The formal business schedule
includes the election of 4 Class A Directors and the ratification of the
selection of the independent auditors for 2002. At the meeting, management will
review the corporation's operations during the past year and will be available
to respond to questions.
We strongly encourage you to vote your shares, whether or not you plan
to attend the meeting. It is very important that you sign, date and return the
accompanying proxy as soon as possible in the postage-paid envelope. If you do
attend the meeting and wish to vote in person, you must give written notice to
the corporation's Secretary so that your proxy will be superseded by any ballot
that you submit at the meeting.
Sincerely,
/s/ Eugene F. Shaffer
Eugene F. Shaffer
Chairman of the Board
[LOGO OF MID PENN BANCORP, INC]
________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 2002
________________________________________
TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Mid
Penn Bancorp, Inc. will be held at 10:00 a.m., prevailing time, on Tuesday,
April 23, 2002, at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania
17061, for the following purposes:
1. To elect 4 Class A Directors to serve for a 3-year term and until
their successors are elected and qualified;
2. To ratify the selection of Parente Randolph, PC, Certified Public
Accountants, as the independent auditors for the corporation for
the fiscal year ending December 31, 2002; and
3. To transact any other business that may properly come before the
annual meeting and any adjournment or postponement of the meeting.
In accordance with the corporation's Bylaws and action of the Board of
Directors, only those shareholders of record at the close of business on
February 22, 2002, are entitled to notice of and to vote at the annual meeting
and any adjournment or postponement thereof.
We enclose a copy of the corporation's Annual Report to Shareholders
for the fiscal year ended December 31, 2001. You may obtain a copy of the
corporation's annual report on Form 10-K including the financial statements and
any exhibits for the 2001 fiscal year, at no cost, by contacting Alan W. Dakey,
President and Chief Executive Officer, 349 Union Street, Millersburg,
Pennsylvania 17061, telephone: (717) 692-2133.
We urge you to mark, sign, date and promptly return your proxy in the
enclosed envelope so that you may vote your shares and in order that we may
assure the presence of a quorum. The prompt return of your signed proxy,
regardless of the number of shares you hold, will aid the corporation in
reducing the expense of additional proxy solicitation. Giving your proxy does
not affect your right to vote in person if you attend the meeting and give
written notice to the Secretary of the corporation.
By Order of the Board of Directors,
/s/ Eugene F. Shaffer
Eugene F. Shaffer
Chairman of the Board
Millersburg, Pennsylvania
March 25, 2002
Your vote is important.
To vote your shares, please sign, date and complete the enclosed proxy and mail
it promptly in the enclosed, postage-paid return envelope.
MID PENN BANCORP, INC.
349 UNION STREET
MILLERSBURG, PA 17061
AMEX Trading Symbol: MBP
PROXY STATEMENT
2002 ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 2002
Mailed to Shareholders on or about March 25, 2002
Table of Contents
-----------------
Proxy Statement Page
----
General Information............................................................................... 1
. Date, time and Place of Annual Meeting............................................ 1
. Description of Mid Penn Bancorp, Inc.............................................. 1
. Additional Information............................................................ 1
Voting Procedures................................................................................ 2
. Solicitation and Voting of Proxies................................................ 2
. Quorum and Vote Required for Approval............................................. 3
. Revocability of Proxy............................................................. 3
. Methods of Voting................................................................. 4
Board of Directors and Executive Officers................................................................. 4
Governance....................................................................................... 4
Directors of Mid Penn Bancorp, Inc............................................................... 4
Executive Officers of Mid Penn Bancorp, Inc...................................................... 5
Executive Officers of Mid Penn Bank.............................................................. 5
Committees and Meetings of the Corporation's Board of Directors.................................. 6
Committees and Meetings of Mid Penn Bank's Board of Directors.................................... 6
Audit Committee Report........................................................................... 7
Qualifications and Nomination of Directors....................................................... 8
Compensation of the Board of Directors........................................................... 10
Salary & Personnel Committee Report on Executive Compensation............................................. 11
Chief Executive Officer Compensation............................................................. 12
Executive Officer Compensation................................................................... 12
Compensation Committee Interlocks And Insider Participation............................................... 13
Executive Compensation.................................................................................... 13
Change of Control Agreement...................................................................... 14
Profit Sharing Retirement Plan................................................................... 14
Employee Stock Ownership Plan.................................................................... 15
Certain Relationships and Related Transactions............................................................ 15
Beneficial Ownership of Mid Penn Bancorp's Stock Held by
Principal Shareholders and Management............................................................ 16
Principal Shareholders........................................................................... 16
Share Ownership by the Directors, Officers and Nominees.......................................... 16
Compliance With Section 16(a) Reporting................................................................... 17
Shareholder Return Performance Graph...................................................................... 18
Proposals................................................................................................. 19
1. Election of Class A Directors................................................................ 19
2. Ratification of Selection of Independent Auditors............................................ 19
Shareholder Proposals for 2003 Annual Meeting............................................................. 20
Other Matters That May Come Before the Annual Meeting..................................................... 20
FREQUENTLY ASKED QUESTIONS AND ANSWERS
Q: WHO IS ENTITLED TO VOTE?
A: Shareholders as of the close of business on February 22, 2002 (the
voting record date) are entitled to vote and each share of common stock
is entitled to one vote.
Q: HOW DO I VOTE?
A: There are two methods. You may vote by completing and mailing your
proxy or by attending the meeting and voting in person. (See page 4 for
more details.)
Q: HOW DOES DISCRETIONARY AUTHORITY APPLY?
A: If you sign your proxy but do not make any selections, you give
authority to Roberta A. Hoffman, Randall L. Klinger and Patricia A.
Walter, as proxy holders, to vote on the two proposals and any other
matters that may arise at the meeting.
Q: IS MY VOTE CONFIDENTIAL?
A: Yes. Only the Judges of Elections and the proxy holders have access to
your proxy. All comments remain confidential unless you ask that your
name be disclosed.
Q: WHO WILL COUNT THE VOTES?
A: Kathy I. Bordner, Kevin W. Laudenslager and Dennis E. Spotts will
tabulate the votes and act as Judges of Elections.
Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY?
A: Your shares are probably registered differently or are in more than one
account. Sign and return all proxies to ensure that all your shares are
voted. If you have all of your accounts registered in the same name and
address, you should only receive one set of proxy materials in future
years. You may arrange to have your shares registered in the same name
and address by contacting the corporation's transfer agent, Wells Fargo
Shareowner Services at (800) 468-9716.
Q: WHAT CONSTITUTES A QUORUM?
A: At close of business on February 22, 2002, the corporation had
3,032,436 shares of common stock issued and outstanding. A majority of
the outstanding shares, present or represented by proxy, constitutes a
quorum for the transaction of business at the meeting. If you vote by
proxy or in person, we consider your shares as a part of the quorum.
Q: WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND OFFICERS OWN?
A: Approximately 19.34% of our common stock, as of close of business on
February 22, 2002. (See page 16 for more details.)
Q: WHEN ARE THE 2003 SHAREHOLDER PROPOSALS DUE?
A: As a shareholder, you must submit your proposal in writing by December
24, 2002, to Cindy L. Wetzel, Secretary, Mid Penn Bancorp, Inc., 349
Union Street, Millersburg, Pennsylvania 17061. (See page 20 with regard
to director nomination procedures.)
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MID PENN BANCORP, INC.
APRIL 23, 2002
GENERAL INFORMATION
Date, Time and Place of Annual Meeting
Mid Penn Bancorp, Inc., a Pennsylvania business corporation and
registered bank holding company, furnishes this proxy statement in connection
with the Board of Directors solicitation of proxies to be voted at the annual
meeting of shareholders. The annual meeting will be held at Mid Penn Bank, 349
Union Street, Millersburg, Pennsylvania 17061, on Tuesday, April 23, 2002, at
10:00 a.m., prevailing time. The corporation's principal executive office is
located at 349 Union Street, Millersburg, Pennsylvania 17061; the telephone
number is (717) 692-2133. All inquiries regarding the annual meeting should be
directed to Alan W. Dakey, President and Chief Executive Officer of Mid Penn
Bancorp, Inc.
Description of Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. became a bank holding company under Pennsylvania
law and the Bank Holding Company Act of 1956 on December 31, 1991. Mid Penn Bank
is the corporation's wholly-owned subsidiary and is a Pennsylvania chartered
commercial bank.
We are mailing a copy of the corporation's Annual Report to
Shareholders for the fiscal year ended December 31, 2001, with this proxy
statement. You may obtain a copy of the corporation's annual report on Form 10-K
including the financial statements and exhibits for the 2001 fiscal year at no
cost by contacting Alan W. Dakey, President and Chief Executive Officer, 349
Union Street, Millersburg, Pennsylvania 17061, telephone: (717) 692-2133.
We have not authorized anyone to provide you with information about the
corporation. You should rely only on the information contained in this document
or on information to which we refer. Although we believe we have provided you
with all the information helpful to you in your decision to vote, events may
occur at Mid Penn Bancorp, Inc. subsequent to printing this proxy statement that
might affect your decision or the value of your stock.
Additional Information
In accordance with Securities Exchange Act Rule 14a-3(3)(1), Mid Penn
Bancorp, Inc., in the future intends to deliver only one annual report and proxy
statement to multiple shareholders sharing an address unless we receive contrary
instructions from one or more of the shareholders. This method of delivery is
known as "householding". Upon written or oral request, Mid Penn Bancorp, Inc.
will promptly deliver a separate copy of the annual report or proxy statement,
as applicable, to a shareholder at a shared address to which a single copy of
the documents was delivered. Further, shareholders can notify Cindy L. Wetzel at
Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, PA 17061 or by calling
(717) 692-2133 and informing us that the
shareholder wishes to receive a separate copy of an annual report or proxy
statement in the future. In addition, if you are receiving multiple copies of
Mid Penn Bancorp, Inc.'s annual report or proxy statement, you may request that
we deliver only a single copy of annual reports or proxy statements by notifying
us at the above address or telephone number.
VOTING PROCEDURES
Solicitation and Voting of Proxies
The Board of Directors solicits this proxy for use at the corporation's
2002 annual meeting of shareholders. The corporation's directors, officers and
bank employees may solicit proxies in person or by telephone, facsimile,
telegraph or other similar means without additional compensation. The
corporation will pay the cost of preparing, assembling, printing, mailing and
soliciting proxies and any additional material that the corporation sends to its
shareholders. The corporation will make arrangements with brokerage firms and
other custodians, nominees, and fiduciaries to forward proxy solicitation
materials to the beneficial owners of stock held by these entities. The
corporation will reimburse these third parties for their reasonable forwarding
expenses.
Only shareholders of record as of the close of business on February 22,
2002, may vote at the annual meeting. The corporation's records show that, as of
the voting record date, 3,032,436 shares of common stock were outstanding. On
all matters to come before the annual meeting, shareholders may cast one vote
for each share held. Cumulative voting rights do not exist with respect to the
election of directors. See "Principal Shareholders" on page 16 for a list of the
persons known by the corporation to be beneficial owners of 5% or more of the
corporation's common stock.
If your shares are registered directly in your name with Mid Penn
Bancorp, Inc.'s transfer agent, Wells Fargo Shareowner Services, you are
considered, with respect to those shares, the shareholder of record, and these
proxy materials are being sent directly to you by the corporation. As the
shareholder of record, you have the right to grant your voting proxy directly to
the proxy holders or to vote in person at the meeting. The corporation has
enclosed a proxy card for your use.
If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or
nominee which is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker how to
vote and are also invited to attend the meeting. However, because you are not
the shareholder of record, you may not vote these shares in person at the
meeting. Your broker or nominee has enclosed a voting instruction card for you
to use in directing the broker or nominee how to vote your shares.
By properly completing a proxy, the shareholder appoints Roberta A.
Hoffman, Randall L. Klinger and Patricia A. Walter as proxy holders to vote the
shares as indicated on the proxy. Proxy holders will vote any proxy not
specifying to the contrary as follows:
2
FOR the election of Gregory M. Kerwin, Warren A. Miller, Edwin D.
Schlegel, and Eugene F. Shaffer as Class A directors for 3-year terms
expiring in 2005; and
FOR the ratification of the selection of Parente Randolph, PC, as the
corporation's independent auditors for the fiscal year ending December
31, 2002.
The Board of Directors proposes to mail this proxy statement to the
corporation's shareholders on or about March 25, 2002.
Quorum and Vote Required For Approval
In order to hold the annual meeting, a "quorum" of shareholders must be
present. Under Pennsylvania law and the corporation's Bylaws, the presence, in
person or by proxy, of the holders of a majority of the shares entitled to vote
is necessary to constitute a quorum for the transaction of business at the
meeting. The proxy holders will count votes withheld and abstentions when
determining the presence of a quorum for each matter. The proxy holders will not
count broker non-votes when determining the presence of a quorum for the
particular matter as to which the broker withheld authority.
If a quorum is present, the candidates for director receiving the
highest number of votes cast by shareholders will be elected. The proxy holders
will not cast votes withheld or broker non-votes for the Board's nominees.
If a quorum is present, ratification of the selection of the
independent auditors requires the affirmative vote of a majority of all votes
cast by shareholders. Abstentions and broker non-votes are not deemed to
constitute "votes cast" and, therefore, do not count either for or against
ratification. Abstentions and broker non-votes, however, have the practical
effect of reducing the number of affirmative votes required to achieve a
majority for the matter by reducing the total number of shares voted from which
the required majority is calculated.
Revocability of Proxy
Shareholders of record who sign proxies may revoke them at any time
before they are voted by:
. giving written notice of revocation to Cindy L. Wetzel, Secretary
of Mid Penn Bancorp, Inc., at 349 Union Street, Millersburg,
Pennsylvania 17061;
. executing a later-dated proxy and giving written notice to the
Secretary of the corporation; or
. voting in person after giving written notice to the Secretary of
the corporation.
3
You have the right to vote and, if desired, to revoke your proxy any
time before the annual meeting. Should you have any questions, please call Cindy
L. Wetzel at (717) 692-2133.
Methods of Voting
Voting by Proxy
. Mark your selections.
. Date your proxy and sign your name exactly as it appears on your
proxy.
. Mail to the corporation in the enclosed, postage-paid envelope.
Voting in Person
. Attend the annual meeting and show proof of eligibility to vote
(including proper identification).
. Obtain a ballot.
. Mark your selections.
. Date your ballot and sign your name exactly as it appears in the
corporation's transfer book s.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Governance
The corporation's Board of Directors oversees all business, property,
and affairs of the corporation. The Chairman and the corporation's officers keep
the members of the Board informed of the corporation's business through
discussions and by providing materials to the members.
During fiscal 2001, the corporation's Board of Directors held 6
meetings. The bank's Board of Directors held 13 meetings during fiscal 2001.
4
Directors of Mid Penn Bancorp, Inc.
The following table sets forth (in alphabetical order) selected
information about the corporation's directors.
Director Class of Age as of
Name Since Director March 15, 2002
- ---- ----- -------- --------------
Jere M. Coxon 1991 B 59
Alan W. Dakey 1995 B 50
Earl R. Etzweiler 1991 C 68
Gregory M. Kerwin 1999 A 51
Charles F. Lebo 1991 B 68
Warren A. Miller 1991 A 69
William G. Nelson 1991 C 66
Donald E. Sauve 1999 C 60
Edwin D. Schlegel 1991 A 63
Eugene F. Shaffer 1991 A 66
Guy J. Snyder, Jr. 1991 B 64
Executive Officers of Mid Penn Bancorp, Inc.
The following table sets forth, as of March 15, 2002, selected
information about the corporation's principal officers, each of whom is elected
by the Board of Directors and each of whom holds office at the Board's
discretion.
Position Held Age as of
Name Position Since March 15, 2002
- ---- -------- ----- --------------
Eugene F. Shaffer Chairman 1991 66
Earl R. Etzweiler Vice Chairman 1991 68
Alan W. Dakey President and 2000 50
Chief Executive Officer
Kevin W. Laudenslager Treasurer 1998 38
Cindy L. Wetzel Secretary 1991 40
5
Executive Officers of Mid Penn Bank
The following table sets forth, as of March 15, 2002, selected
information about the principal officers of Mid Penn Bank, each of whom is
elected by the bank's Board of Directors and each of whom holds office at the
Board's discretion.
Position Held Employee Age as of
Name Position Since Since March 15, 2002
- ---- -------- ----- ----- --------------
Eugene F. Shaffer Chairman of the Board 1976 1969 66
Alan W. Dakey President and Chief 1994 1993 50
Executive Officer
Robert M. Garst (1) Senior Vice President and 1998 1998 44
Senior Commercial Loan
Officer
Randall L. Klinger Senior Vice President 1989 1974 53
and Senior Loan Officer 1986
Allen J. Trawitz Executive Vice President 1998 1998 55
Dennis E. Spotts Vice President and 1980 1973 48
Operations Officer 2001
Kevin W. Laudenslager Vice President and 1997 1985 38
Comptroller
Michael T. Lehmer Vice President and 2001 2001 44
Senior Trust Officer
(1) Mr. Garst resigned from the bank on January 25, 2002.
Committees and Meetings of the Corporation's Board of Directors
The Board of Directors of the corporation has, at present, no standing
committees. The corporation does not maintain a compensation or nominating
committee; however, the bank maintains a standing committee that performs the
functions of a compensation committee. The entire Board meets to discuss the
corporation's business.
6
Committees and Meetings of Mid Penn Bank's Board of Directors
During 2001, Mid Penn Bank's Board of Directors maintained 5 standing
committees: Executive, Trust, Audit, Loan, and Salary & Personnel. The function
of each of these committees is described below.
EXECUTIVE: This committee meets only as needed and acts with limited powers
on behalf of the Board whenever the Board is not in session. Earl
Etzweiler serves as Chairman of this committee.
TRUST: This committee determines the policies and investments of the
Trust Department and approves the acceptance of all fiduciary
relationships and the closing out or the relinquishment of all
fiduciary relationships. William Nelson serves as Chairman of this
committee.
AUDIT: This committee oversees the accounting functions, recommends to
the Board the engagement of independent auditors for the year,
reviews the annual financial statements of the corporation and any
recommended changes or modifications to control procedures and
accounting practices and policies, and monitors with management
and the auditor the system of internal controls and its accounting
and reporting practices. Charles Lebo serves as Chairman of this
committee.
LOAN: This committee determines if loans exceeding the loan officers
lending limit authority should be approved or rejected. Warren
Miller serves as Chairman of this committee.
SALARY & This committee reviews employee performance evaluations and makes
PERSONNEL: salary recommendations to the Board of Directors. Gregory Kerwin
serves as Chairman of this committee.
Salary &
Executive Trust Audit Loan Personnel
--------- ----- ----- ---- ---------
Jere M. Coxon X X X
Alan W. Dakey X X X X
Earl R. Etzweiler X X
Gregory M. Kerwin X
Charles F. Lebo X X X
Warren A. Miller X
William G. Nelson X X X X
Donald E. Sauve X X
7
Salary &
Executive Trust Audit Loan Personnel
--------- ----- ----- ---- ---------
Edwin D. Schlegel X X
Eugene F. Shaffer X X X X
Guy J. Snyder, Jr. X X X
Meetings Held in 2001 0 11 4 23 2
Each of the directors attended at least 75% of the total number of
Board of Directors meetings and committee meetings for the corporation and the
bank during their tenure on the Board in 2001, with the exception of Edwin
Schlegel.
Audit Committee Report
The Board of Directors adopted a written charter for the Audit
Committee. As required by the Charter, the Audit Committee, in fulfilling its
oversight responsibilities regarding the audit process:
. reviewed and discussed the fiscal year 2001 audited financial
statements with management;
. discussed with the independent auditors, Parente Randolph, PC, the
matters required to be discussed by Statement on Accounting Standards
No. 61 (Codification of Statements on Auditing Standards, AU 380, as
amended or supplemented); and
. reviewed the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No.1
(Independence Discussions with Audit Committees, as modified or
supplemented), and discussed with the independent auditors any
relationships that may impact their objectivity and independence.
Based upon the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for the year ended December 31, 2001, be included in the
corporation's Annual Report on Form 10-K and filed with the Securities and
Exchange Commission.
Aggregate fees billed to the corporation and the bank by Parente
Randolph, PC, the independent accountants, for services rendered during the year
ended December 31, 2001, were $59,529.
This report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
corporation specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
8
The Audit Committee is comprised of five directors, all of whom are
considered "independent" as defined in Section 121 of the AMEX Company Guide.
The foregoing report has been furnished by the current members of the Audit
Committee.
Audit Committee
Charles F. Lebo, Chairman Jere M. Coxon
Donald E. Sauve Edwin D. Schlegel
Guy J. Snyder, Jr.
Qualifications and Nomination of Directors
The corporation's Bylaws authorize the number of directors to be not
less than 5 nor more than 25. The Bylaws also provide for 3 classes of directors
with staggered 3-year terms of office. The Board of Directors nominated the 4
persons named below to serve as directors until the 2005 annual meeting of
shareholders or until their earlier death, resignation, or removal from office.
The nominees are presently members of the Board of Directors and have consented
to serve another term as a director if re-elected. If the nominees should be
unavailable to serve for any reason, a majority of the Board of Directors then
in office may select someone to fill the vacancy until the expiration of the
term of the class of directors to which he or she is appointed.
The Board of Directors is divided into 3 classes. Terms of the members
of each class expire at successive annual meetings. Currently, Class A consists
of 4 directors, Class B consists of 4 directors, and Class C consists of 3
directors. Shareholders will elect 4 Class A directors at this annual meeting to
serve for a 3-year term.
The proxy holders intend to vote proxies for the election of each of
the 4 nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.
The Board of Directors proposes the following nominees for election as
Class A Directors at the annual meeting:
. Gregory M. Kerwin
. Warren A. Miller
. Edwin D. Schlegel
. Eugene F. Shaffer
A shareholder who intends to nominate an individual for election to
the Board of Directors (other than a candidate proposed by the Board of
Directors) must notify the Secretary of the corporation in compliance with the
requirements of Article 10, Section 10.1 of the corporation's Bylaws. Any
shareholder who intends to nominate a candidate for election to the Board of
Directors must notify the Secretary of the corporation in writing not less than
60 days prior to the date of any shareholder meeting called for the election of
directors.
9
The principal occupation and certain other information regarding the
nominees for director and other directors is set forth below. You will find
information about their share ownership on page 16.
Current Class A Directors (to serve until 2002)
and
Nominees for Class A Directors (to serve until 2005)
Gregory M. Kerwin Mr. Kerwin, age 51, has been a director since 1999. Mr.
Kerwin is a senior partner with the firm of Kerwin &
Kerwin, Attorneys at Law, Elizabethville, PA.
Warren A. Miller Mr. Miller, age 69, has been a director since 1991. Mr.
Miller is retired and previously served as Assistant Vice
President of Mid Penn Bank.
Edwin D. Schlegel Mr. Schlegel, age 63, has been a director since 1991. Mr.
Schlegel is retired and previously served as
Superintendent of the Millersburg Area School District.
Eugene F. Shaffer Mr. Shaffer, age 66, has been Chairman of the corporation
since 1991 and Chairman of the Bank since 1976. Mr.
Shaffer served as President and Chief Executive Officer of
the corporation from 1991 to May 2000 and also served as
President and Chief Executive Officer of the bank from
1976 to 1994.
Board of Directors - Continuing as Directors
Class B Directors (to serve until 2003)
Jere M. Coxon Mr. Coxon, age 59, has been a director since 1991. He is
Executive Vice President of Penn Wood Products, Inc., East
Berlin, PA.
Alan W. Dakey Mr. Dakey, age 50, has been a director since 1995. He has
been the President and Chief Executive Officer of the bank
since 1994 and became the President and Chief Executive
Officer of the corporation in May 2000.
Charles F. Lebo Mr. Lebo, age 68, has been a director since 1991. He is a
retired educator of the Pennsylvania Department of
Education.
Guy J. Snyder, Jr. Mr. Snyder, age 64, has been a director since 1991. He is
President of Snyder Fuels, Inc., Sunbury, PA.
10
Class C Directors (to serve until 2004)
Earl R. Etzweiler Mr. Etzweiler, age 68, has served as director and Vice
Chairman since 1991. He is the owner of Etzweiler &
Associates, Attorneys at Law, Harrisburg, PA.
William G. Nelson Mr. Nelson, age 66, has been a director since 1991. He is
President of Hess Trucking Co., Inc., Harrisburg, PA.
Donald E. Sauve Mr. Sauve, age 60, has been a director since 1999. He is a
consultant for Don's Food Market, Inc., Lykens, PA.
The Board of Directors recommends that shareholders vote FOR the
election of the nominees listed above as Class A Directors of Mid Penn Bancorp,
Inc.
Compensation of the Board of Directors
Directors received no remuneration for attendance at the meetings of
the Board of Directors of the corporation.
During 2001, Mid Penn Bank directors earned an annual fee of $7,000,
except Mr. Shaffer, who received no fees in 2001. A bonus is payable to
directors each year based upon whether the bank meets certain performance
criteria, with respect to earnings and growth, as outlined in the bank's
Performance Bonus Plan. Members of committees receive $80 for each meeting
attended if the meeting is held on a day other than that of the regularly
scheduled Board meeting. Directors who are also officers of the bank are not
paid for attending committee meetings. In 2001, the Board of Directors earned
$83,520 in the aggregate, for all Board of Directors' meetings and committee
meetings attended.
The Bank maintains a deferred fee plan for outside directors, which
enables a director to defer payment of his fees until he leaves the Board.
Following are the directors and their respective contributions for 2001: Earl
Etzweiler: $7,840, Gregory Kerwin: $1,200, Charles Lebo: $2,000, William Nelson:
$2,000, and Donald Sauve: $5,000.
In May 1995, the Mid Penn Bank directors adopted a retirement bonus
plan. The plan pays a retirement bonus to directors who voluntarily retire from
service, or who have attained the mandatory retirement age of 70. The retirement
bonus is determined by multiplying the "base retirement bonus" for the member's
position ($400 for the Chairman, $200 for all other directors) by the number of
full years the member served. No portion of the payment under this plan is
assignable. The plan contains an inflationary adjustment provision. Payments due
under the plan are paid quarterly. Bruce C. Adams, Harvey J. Hummel and Charles
R. Phillips received a total of $8,713 under this plan in 2001.
11
SALARY & PERSONNEL COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The corporation's officers and employees are not compensated by the
corporation. Mid Penn Bank, the wholly-owned bank subsidiary of Mid Penn
Bancorp, Inc., provides compensation to the employees of the bank. The Board of
Directors, acting in the best interests of the corporation's shareholders,
customers, and the communities it serves, is responsible for providing
compensation to all employees based on the individual's contribution and
personal performance. The Salary & Personnel Committee administers the
compensation program. The committee strives to offer a fair and competitive
compensation policy to govern executive officers' base salaries and incentive
plans and to attract and maintain competent, dedicated, and ambitious managers
whose efforts will enhance the products and services of the corporation and of
the bank, resulting in higher profitability, increased dividends to the
corporation's shareholders and appreciation in market value of the corporation's
common stock.
The compensation of the bank's top executives is reviewed and approved
annually by the Board of Directors upon the recommendations of the Salary &
Personnel Committee. As a guideline for determining base salaries, the committee
uses the Salary/Benefits Survey published by L.R. Webber Associates, Inc. This
peer group of banks with assets ranging from $300 million to $499 million by
region is different from the peer group used for the performance graph. The
committee uses this peer group of banks because of common industry issues and
competition for the same executive talent group.
The committee does not deem Section 162(m) of the Internal Revenue Code
to be applicable to the corporation at this time. The committee intends to
monitor the future application of Section 162(m) to the compensation paid to its
executive officers and, in the event that this section becomes applicable to the
corporation, the committee intends to amend the bank's compensation plans to
preserve the deductibility of compensation payable thereunder.
Chief Executive Officer Compensation
The Board of Directors determined the bank's Chief Executive Officer's
2001 compensation of $155,865 comprised of his annual cash salary and cash
bonus, exclusive of director's fees and bonus, to be appropriate in light of the
corporation's 2001 performance. The 2001 compensation represents the combined
salary and bonus reported on the Summary Compensation Table. No direct
correlation exists between the Chief Executive Officer's compensation and any
specific performance criteria, nor is any weight given by the committee to any
specific individual criteria. The Chief Executive Officer's compensation is
based on the committee's subjective determination after review of all
information that it deems relevant.
12
Executive Officer Compensation
The committee bases compensation increases to executive officers on
subjective analysis of each individual's contribution to the bank. The Board of
Directors considers numerous factors in determining compensation increases
including:
. the bank's earnings;
. return on assets;
. return on equity;
. market share;
. total assets; and
. loans;
Although performance and increases in compensation were measured by these
factors, among others, no direct correlation exists between any specific
criterion and an employee's compensation. The committee's analysis did not
provide a specific weight to any criteria. The committee's determination is
subjective after review of all information deemed relevant.
Individuals are reviewed annually on a calendar basis. Total
compensation opportunities available to bank employees are influenced by general
market conditions, specific individual responsibilities, and the individual's
contributions to the corporation's success. The bank strives to offer
compensation that is competitive with that offered by employers of comparable
size in the banking industry. The corporation strives to meet its strategic
goals and objectives to its constituencies and to provide fair and meaningful
compensation to its employees.
Salary & Personnel Committee
----------------------------
Jere M. Coxon Alan W. Dakey
Gregory M. Kerwin William G. Nelson
Eugene F. Shaffer Guy J. Snyder, Jr.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Mr. Alan W. Dakey, President and Chief Executive Officer of the
corporation, is a member of the Board's Salary & Personnel Committee that
performs the functions of a compensation committee. Mr. Dakey did not
participate in conducting his own review nor did he take part in determining his
own compensation.
13
EXECUTIVE COMPENSATION
Information concerning the annual cash and non-cash compensation paid,
awarded or earned for services in all capacities to the corporation and the bank
for the fiscal years ended December 31, 2001, 2000 and 1999 of those persons who
were at December 31, 2001, (i) the President and Chief Executive Officer, and
(ii) the Senior Vice President and Senior Commercial Loan Officer is set forth
below. No other executive officer's total annual salary and bonus exceeded
$100,000 during 2001.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payout
------ ------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ---------------------------------------------------------------------------------------------------------------------------------
Other
Annual Restricted All other
Compen- Stock Options/ Compen-
Name and Salary Bonus sation Awards SARs Payouts sation
Principal Position Year ($)/(1)/ ($)/(2)/ ($)/(3)/ ($) (#) ($) ($)/(4)(5)(6)(7)(8)/
- ------------------- ---- -------- -------- -------- --- --- --- --------------------
Alan W. Dakey, 2001 131,820 31,885 -- -- -- -- 91,337
President and Chief 2000 126,500 27,735 -- -- -- -- 64,710
Executive Officer 1999 120,500 42,224 -- -- -- -- 39,994
- ---------------------------------------------------------------------------------------------------------------------------------
Robert M. Garst 2001 90,000 10,464 400 -- -- -- 13,976
Senior Vice President &
Senior Commercial Loan Officer
- ---------------------------------------------------------------------------------------------------------------------------------
(1) Salary includes annual Board of Directors fees of $7,000 paid to Mr.
Dakey in 2001, 2000 and 1999.
(2) Mr. Dakey's bonus includes a directors bonus paid to Mr. Dakey in
2001, 2000 and 1999 of $840, $250 and $1,712, respectively.
(3) Includes various incentives paid to Mr. Garst in 2001 of a perfect
attendance bonus and referral fees for business generated.
(4) Includes life insurance premiums of $301, paid by the bank in 1999, on
behalf of Mr. Dakey, pursuant to life insurance maintained for
executive officers. Includes life insurance premium of $476, paid by
the bank in 2001, on behalf of Mr. Garst pursuant to life insurance
maintained for executive officers.
(5) Includes $12,482, $11,950 and $11,350, contributed by the bank to the
Profit Sharing Retirement Plan on behalf of Mr. Dakey in 2001, 2000
and 1999, respectively. Includes $9,000 contributed by the bank to the
Profit Sharing Retirement Plan on behalf of Mr. Garst in 2001.
(6) Includes $6,241, $5,975 and $5,675 contributed by the bank to the ESOP
on behalf of Mr. Dakey in 2001, 2000 and 1999, respectively. Includes
$4,500 contributed by the bank to the ESOP on behalf of Mr. Garst in
2001.
14
(7) The bank maintains a salary continuation plan for Mr. Dakey upon his
retirement. The value of the bank's contribution to the plan for 2001,
2000, and 1999 was $72,198, $46,434 and $22,407, respectively.
(8) Life insurance coverage of two times the final salary is being
provided to Mr. Dakey under an endorsement split dollar arrangement.
The economic value of his respective life insurance coverage for 2001,
2000 and 1999 is $416, $351 and $261, respectively.
Change of Control Agreement
In January 1999, the corporation, the bank and the executive Alan W.
Dakey entered into a change of control agreement. The agreement defines certain
severance benefits the corporation and the bank will pay to the named executive
in the event of a change of control. The benefits were granted in order to
recognize the past and present service of the executive and to provide incentive
for his continued valued service. The agreement continues until such time as
either party gives the other written notice of termination of employment with,
or without, cause. The agreement is not intended to affect the employment status
of the executive in the absence of a change of control.
In the event of a change of control, the executive is entitled to
receive an annual payment equal to his normal retirement benefit and that
benefit is payable for 15 years in equal monthly installments, commencing with
the month following normal retirement age.
Profit Sharing Retirement Plan
The corporation does not maintain a pension plan. The bank, however,
maintains the Employee Profit Sharing Retirement Plan, created in 1949 and
restated in 1994, which covers all bank employees who accumulate at least 1,000
hours of service in a 12 month period beginning on the first day of employment.
Eligible employees are entitled to receive a share of the bank's contribution to
the plan if they accumulate at least 1,000 hours of service during the plan year
and are bank employees on December 31st.
The annual contribution is determined by the bank's Board of Directors
and is contingent upon current or accumulative profits of the bank with the
total amount of the annual contribution not to exceed 15% of the total eligible
compensation paid by the bank to all participating employees. A participating
employee's share of such annual contribution is allocated on the basis of the
participating employee's eligible compensation up to $150,000 as compared to the
total eligible compensation of all the participating employees. The
contributions to the plan are paid to a trust fund that is administered by the
bank's Trust Department. A participating employee is allocated a share of the
net income of the trust fund and the increase or decrease in the fair market
value of its assets on the basis of such employee's beginning of the plan year
account balance, less any payments as compared to the total beginning account
balances, less payments to all the participating employees. A notice of the
account balance is given to participating employees annually.
Distributions under the plan can be made to participating employees
upon retirement, either normal or early retirement as defined in the plan, at
death or disability of the participating employee or upon severing employment if
either partially or fully vested. The plan provides for
15
percentage vesting of 20% for the first full 3 years of service increasing
annually thereafter to 100% vesting after 7 full years of participation. The
plan provides for an accelerated vesting schedule in the event it becomes top-
heavy.
Management cannot determine the extent of the benefits that any
participating employee may be entitled to receive under the plan on the date of
termination of employment because the amount of the benefits is dependent, among
other things, upon the bank's future earnings, the participants' future
compensation and the future earnings of the plan's trust fund. As of December
31, 2001, the total market value of the Employee Profit Sharing Retirement Fund
was approximately $4,316,614. There are 29,932 shares of Mid Penn Bancorp, Inc.
common stock in the plan and the market value of these shares was $18.20 per
share for a total of $544,762.
Contributions the bank paid to the plan were $241,292 and $236,471 for
2001 and 2000. The bank contributed $12,482 in 2001 to the plan for Mr. Dakey,
President and Chief Executive Officer of the corporation and the bank. As of
March 15, 2002, Mr. Dakey had 8 years of credited service under the plan.
Employee Stock Ownership Plan
Effective January 1, 1998, the Board of Directors adopted the Mid Penn
Bank Employee Stock Ownership Plan for all bank employees and its subsidiaries
who satisfy length of service requirements. Participants do not contribute to
the plan. Each year the bank may, in its discretion, contribute to the ESOP. In
2001, the bank contributed $120,646 to the plan.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Neither the corporation nor the bank have entered into any material
transactions, proposed or consummated, with any director or executive officer of
Mid Penn Bancorp, Inc. or Mid Penn Bank, or any associate of the foregoing
persons. The corporation and the bank have engaged in and intend to continue to
engage in banking and financial transactions in the ordinary course of business
with directors and officers and their associates on comparable terms with
similar interest rates as those prevailing from time to time for other
customers.
Total loans outstanding from the corporation and the bank at December
31, 2001, to the corporation's and the bank's officers and directors as a group,
members of their immediate families and companies in which they had an ownership
interest of 10% or more amounted to $1,989,000, or approximately 6.27% of the
bank's total equity capital. At February 22, 2002, total loans outstanding for
the same group totaled $2,263,127 or 9.7% of the bank's total equity capital.
The bank made these loans in the ordinary course of business, on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons. The loans did not
involve more than the normal risk of collection or present other unfavorable
features.
During 2001, Mr. Earl R. Etzweiler, Esquire, a director of the
corporation and the bank, served as solicitor of the corporation and of the
bank. During 2001, Mr. Etzweiler received fees of $52,775 from the bank for
legal services rendered.
16
BENEFICIAL OWNERSHIP OF
MID PENN BANCORP'S STOCK HELD BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
Principal Shareholders
The following table sets forth, as of February 22, 2002, the name and
address of each person who owns of record or who is known by the Board of
Directors to be the beneficial owner of more than 5% of the corporation's
outstanding common stock, the number of shares beneficially owned by the person,
and the percentage of the corporation's outstanding common stock so owned.
Title of Class Name and Residential Address Amount and Nature of
of Security of Beneficial Owner Beneficial Ownership Percent of Class
- ----------- ------------------- -------------------- ----------------
Common Stock NEBCO /(1)/ 317,315 shares 10.46%
c/o Mid Penn Bank
349 Union Street
Millersburg, PA 17061
(1) Shares held for various trust accounts.
Share Ownership by the Directors, Officers and Nominees
The following table sets forth, as of February 22, 2002, and from
information received from the respective individuals, the amount and percentage
of the common stock beneficially owned by each director, each nominee for
director, each executive officer and all executive officers, directors and
nominees of Mid Penn Bancorp, Inc. as a group, excluding any fractional share
holdings. The shares are individually held unless otherwise noted in a footnote.
Amount and
Nature of
Name of Beneficial Percent
Beneficial Owner Ownership/(1)/ of Class
---------------- -------------- --------
Jere M. Coxon 47,425/(2)/ 1.56%
Alan W. Dakey 7,718/(3)/ 0.25%
Earl R. Etzweiler 112,188 3.70%
Gregory M. Kerwin 15,519/(4)/ 0.51%
17
Amount and
Nature of
Name of Beneficial Percent
Beneficial Owner Ownership/(1)/ of Class
---------------- -------------- --------
Charles F. Lebo 32,753/(5)/ 1.08%
Warren A. Miller 22,287/(6)/ 0.73%
William G. Nelson 65,183/(7)/ 2.15%
Donald E. Sauve 1,731/(8)/ 0.06%
Edwin D. Schlegel 69,479/(9)/ 2.29%
Eugene F. Shaffer 112,837/(10)/ 3.72%
Guy J. Snyder, Jr. 95,995/(11)/ 3.17%
All Officers and Directors 586,339 19.34%
as a Group (13 persons)
________________
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same home,
as well as securities to which the individual has, or shares, voting or
investment power or has the right to acquire beneficial ownership within
60 days after February 22, 2002. Beneficial ownership may be disclaimed
as to certain of the securities.
(2) Includes 1,546 shares held by Mr. Coxon's spouse.
(3) Includes 7,088 shares held jointly by Mr. Dakey and his spouse.
(4) Shares held jointly by Mr. Kerwin and his spouse.
(5) Includes 10,662 shares held jointly by Mr. Lebo and his spouse.
(6) Shares held jointly by Mr. Miller and his spouse.
(7) Includes 9,569 shares held by Mr. Nelson's spouse.
(8) Shares held jointly by Mr. Sauve and his spouse.
(9) Shares held jointly by Mr. Schlegel and his spouse.
(10) Includes 6,332 shares held jointly by Mr. Shaffer and his spouse. Mr.
Shaffer is the trustee of four trusts, held for the benefit of various
family members, which hold a total of 34,129 shares.
(11) Includes 49,847 shares held jointly by Mr. Snyder and his spouse and
46,148 shares held individually by his spouse.
18
COMPLIANCE WITH SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that officers and directors, and persons who own more than 10% of a
registered class of the corporation's equity securities, file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater than 10% shareholders are required by SEC
regulation to furnish the corporation with copies of all Section 16(a) forms
they file.
Based solely on our review of the copies of these forms, or written
representations from certain reporting persons that no Forms 5 were required for
those persons, Mid Penn Bancorp, Inc. believes that during the period from
January 1, 2001, through December 31, 2001, its officers and directors complied
with all applicable filing requirements.
19
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly change in the
cumulative total shareholder return on Mid Penn Bancorp, Inc.'s common stock
against the cumulative total return of the S&P 500 Stock Index, the Mid-Atlantic
Custom Peer Group Index and the 2000 Custom Peer Group Index for the period of
five fiscal years commencing December 31, 1996, and ending December 31, 2001.
The graph shows that the cumulative investment return to shareholders, based on
the assumption that a $100 investment was made on December 31, 1996, in each of
the corporation's capital stock, the S&P 500 Stock Index, the Mid-Atlantic
Custom Peer Group Index and the 2000 Custom Peer Group Index, and that all
dividends were reinvested in such securities over the past five years, the
cumulative total return on such investment would be $161.12, $166.22, $160.21
and $151.02, respectively. The shareholder return shown on the graph below is
not necessarily indicative of future performance.
Total Return Performance
[GRAPH]
*Mid-Atlantic Custom Peer Group consists of Mid-Atlantic commercial banks with
assets less than $1 billion.
**2000 Custom Peer Group consists of CNB Financial Corporation, Citizens &
Northern Corporation, Citizens Financial Services, Codorus Valley Bancorp,
Columbia Financial, Comm Bancorp, Norwood Financial, Penesco Financial Services
Corporation and Penns Woods Bancorp.
Source: SNL Financial, L.C.
20
PROPOSALS
1. ELECTION OF CLASS A DIRECTORS.
Nominees for election are:
. Gregory M. Kerwin (director since 1999)
. Warren A. Miller (director since 1991)
. Edwin D. Schlegel (director since 1991)
. Eugene F. Shaffer (director since 1991)
Cumulative voting rights do not exist with respect to the election of
directors. The majority of shares present, in person or by proxy, and entitled
to vote at the annual meeting, must vote in the affirmative to elect a director.
The Board of Directors recommends a vote FOR the election of the 4
nominees listed above as Class A Directors.
2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS.
The Board of Directors of the corporation believes that Parente
Randolph's knowledge of Mid Penn Bancorp, Inc. and Mid Penn Bank is invaluable.
Parente Randolph advised us that none of its members has any financial interest
in the corporation or the bank. Parente Randolph served as our independent
auditors for the 2001 fiscal year. They assisted us with the preparation of our
federal and state tax returns and provided assistance in connection with
regulatory matters, charging for such services at its customary hourly billing
rates. The corporation's and the bank's Board of Directors approved these non-
audit services after due consideration of the accountants' objectivity and after
finding them to be wholly independent.
In the event that the shareholders do not ratify the selection of
Parente Randolph as independent auditors for the 2002 fiscal year, the Board of
Directors may choose another accounting firm to provide independent public
accountant/audit services for the 2002 fiscal year.
The majority of shares present, in person or by proxy, and entitled to
vote at the annual meeting, must vote in the affirmative to ratify Parente
Randolph as independent auditors for 2002.
The Board of Directors recommends a vote FOR the ratification of Parente
Randolph, PC as independent auditors.
21
SHAREHOLDER PROPOSALS FOR 2003 ANNUAL MEETING
In order for a shareholder proposal to be considered for inclusion in
Mid Penn Bancorp, Inc.'s proxy statement for next year's annual meeting, the
written proposal must be received by the corporation no later than December 24,
2002. All proposals must comply the Securities and Exchange Commission
regulations regarding the inclusion of shareholder proposals in company-
sponsored proxy materials. If a shareholder proposal is submitted to the
corporation after December 24, 2002, it is considered untimely; and, although
the proposal may be considered at the annual meeting, the corporation is not
obligated to include it in the 2003 proxy statement. Similarly, in compliance
with the corporation's Bylaws, shareholders wishing to nominate a candidate for
election to the Board of Directors, must notify the corporation's Secretary in
writing no later than 60 days in advance of the meeting. Shareholders must
deliver any proposals or nominations in writing to the Secretary of Mid Penn
Bancorp, Inc. at its principal executive office, 349 Union Street, Millersburg,
Pennsylvania 17061. See page 8 for more information about nominations to the
Board of Directors.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no matters other than those discussed
in this proxy statement or referred to in the accompanying Notice of Annual
Meeting of Shareholders that properly may come before the annual meeting.
However, if any other matter should be properly presented for consideration and
voting at the annual meeting or any adjournments of the meeting, the persons
named as proxy holders will vote the proxies in what they determine to be the
best interest of Mid Penn Bancorp, Inc.
22
MID PENN BANCORP, INC.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Roberta A. Hoffman,
Randall L. Klinger and Patricia A. Walter and each or any of them, proxies of
the undersigned, with full power of substitution to vote all of the shares of
Mid Penn Bancorp, Inc. that the undersigned may be entitled to vote at the
Annual Meeting of Shareholders to be held at Mid Penn Bank, 349 Union Street,
Millersburg, Pennsylvania 17061, on Tuesday, April 23, 2002 at 10:00 a.m.,
prevailing time, and at any adjournment or postponement of the meeting as
follows:
1. ELECTION OF 4 CLASS A DIRECTORS TO SERVE FOR A 3-YEAR TERM.
Gregory M. Kerwin, Warren A. Miller, Edwin D. Schlegel, and Eugene F.
Shaffer
The Board of Directors recommends a vote FOR these nominees.
[_] FOR all nominees [_] WITHHOLD AUTHORITY
listed above (except to vote for all nominees
as marked to the contrary below) listed above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW)
- --------------------------------------------------------------------------------
2. RATIFICATION OF THE SELECTION OF PARENTE RANDOLPH, PC, CERTIFIED PUBLIC
ACCOUNTANTS, AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2002.
[_] FOR [_] AGAINST [_] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
- --------------------------------------------------------------------------------
3. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting and any
adjournment or postponement of the meeting.
THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
Dated: ______________________, 2002 __________________________________
Signature
__________________________________
Signature
Number of Shares Held of Record
on February 22, 2002
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO MID
PENN BANCORP, INC. IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.