SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14a012
UNIVEST CORPORATION OF PENNSYLVANIA
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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/ / 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:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
[LOGO]
14 North Main Street
Souderton, Pennsylvania 18964
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 8, 1997
TO THE HOLDERS OF COMMON STOCK:
The Annual Meeting of Shareholders of Univest Corporation of Pennsylvania
will be held on Tuesday, April 8, 1997, at 10:45 in the morning, in the
Univest Building, 14 North Main Street, Souderton, Pennsylvania.
Univest's Board of Directors recommends a vote:
1. FOR the election of three Class I directors for a three-year term
expiring in 2000.
2. FOR the election of three alternate directors for a one-year term
expiring in 1998.
3. FOR approval of an Amendment No. 1 to the Long-Term Incentive Plan.
4. FOR the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the year 1997.
Other business, of which none is anticipated, as may properly come before
the meeting or any postponements or adjournments thereof will be transacted.
The close of business on March 4, 1997, has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled
to notice of and to vote at the annual meeting.
The accompanying Proxy statement forms a part of this notice.
SEPARATE PROXY CARDS ARE ENCLOSED TO SHAREHOLDERS FOR THE PURPOSE OF
VOTING ALL THEIR SHARES OF THE CORPORATION'S COMMON STOCK. ALL CARDS SHOULD
BE SIGNED AND RETURNED SO THAT ALL YOUR SHARES MAY BE VOTED.
IT IS IMPORTANT THAT EACH SHAREHOLDER EXERCISE HIS RIGHT TO VOTE. Whether
or not you plan to attend the meeting, we urge that you execute and return
your proxy cards as soon as possible in the enclosed postage-paid envelope,
in order that your shares will be represented at the meeting. If you attend
the meeting, you may vote in person.
By Order of the Board of Directors
MERRILL S. MOYER
Chairman
March 7, 1997 ROBERT H. SCHONG
Secretary
PROXY STATEMENT
Univest Corporation of Pennsylvania (Univest or Corporation) is a
multi-bank holding company organized by Union National Bank and Trust Company
of Souderton under the Bank Holding Company Act of 1956, as amended, and
subject to supervision by the Federal Reserve System. Principal subsidiaries
of the Corporation are Union National Bank and Trust Company of Souderton
(Union) and Pennview Savings Bank (Pennview).
The accompanying proxy is solicited by the Board of Directors (Board) of
Univest Corporation of Pennsylvania, 14 North Main Street, Souderton,
Pennsylvania 18964, for use at the Annual Meeting of Shareholders to be held
April 8, 1997, and at any adjournment thereof. Copies of this proxy statement
and proxies to vote the Common Stock are being sent to the shareholders on or
about March 7, 1997. Any shareholder executing a proxy may revoke it at any
time by giving written notice to the Secretary of the Corporation before it
is voted. Some of the officers of the Corporation or employees of its direct
subsidiaries, including Union and Pennview and other subsidiary companies may
solicit proxies personally and by telephone, if deemed necessary. The
Corporation will bear the cost of solicitation and will reimburse brokers or
other persons holding shares of the Corporation's voting stock in their
names, or in the names of their nominees, for reasonable expense in
forwarding proxy cards and proxy statements to beneficial owners of such
stock.
The persons named in the proxy will vote in accordance with the
instructions of the shareholder executing the proxy, or in the absence of any
such instruction, for or against on each matter in accordance with the
recommendations of the Board of Directors set forth in the proxy.
Univest's Board of Directors recommends a vote:
1. FOR the election of the three Class I directors nominated by the Board
for a three-year term.
2. FOR the election of the three alternate directors nominated by the
Board for a one-year term.
3. FOR approval of Amendment No. 1 to the Long-Term Incentive Plan.
4. FOR the ratification of the selection of Ernst & Young LLP as the
Corporation's independent certified public accountant for the year 1997.
The Board of Directors has fixed the close of business on March 4, 1997,
as the record date for the determination of shareholders entitled to notice
and to vote at the Annual Meeting. As of March 4, 1997, there were issued
3,927,161 and outstanding 3,877,015 shares of Common Stock (exclusive of
50,146 shares held as treasury stock which will not be voted).
Holders of record of the Corporation's Common Stock will be entitled to
one vote per share on all business of the meeting. The matters of business
listed in this proxy will be decided by majority vote of the shares
represented at the meeting. Certain other matters, of which none is
anticipated, may require super majority approval as specified by the amended
Articles of Incorporation. The presence in person or by proxy of the holders
of 66 2/3% of the outstanding shares of Common Stock will constitute a quorum
for the transaction of business at the meeting.
Union National Bank and Trust Company of Souderton holds 366,734 shares or
9.3% of the Corporation's Common Stock in various trust accounts in a
fiduciary capacity in its Trust Department. No one trust account has 5% or
more of the Corporation's Common Stock.
Executive Officers and nominees for Directors and Alternate Directors as a
group beneficially own 353,361 shares of the Corporation's Common Stock. The
group consists of 14 persons: the five (5) executive officers and the
nominees for Directors and Alternate Directors who are not officers of the
Corporation or its subsidiaries.
A copy of the Annual Report to Shareholders, including financial statements
for the year ended December 31, 1996, has been mailed to each shareholder of
record on March 4, 1997. The Annual Report is not a part of the proxy soliciting
material.
ELECTION OF DIRECTORS
The persons named in the accompanying proxy intend to vote to elect as
directors the nominees listed below in each case, unless authority to vote
for directors is withheld in the proxy. The Bylaws authorize the Board of
Directors to fix the number of Directors to be elected from time to time. By
proper motion, they have established the number at three Class I Directors to
be elected for a three-year term expiring in 2000 and a pool of three
Alternate Directors for a one-year term expiring in 1998 at this Shareholder
Meeting.
Management is informed that all the nominees are willing to serve as
directors, but if any of them should decline or be unable to serve, the
persons named in the proxy will vote for the election of such other person or
persons as may be designated by the Board of Directors, unless the Board of
Directors reduces the number of directors in accordance with the
Corporation's Bylaws.
NOMINEES: *
The following information, as of February 14, 1997, is provided with
respect to the nominees for election to the Board.
Shares of Common
Name, Age & Year of Stock Beneficially
Election as Director** Business Experience Owned 2/14/97***
Class I (to be elected for a three-year term expiring 2000):
Norman L. Keller 59 (1974) Executive Vice President of the 14,387 (1)
Corporation and President and CEO of Pennview
Thomas K. Leidy 58 (1984) President, Leidy's, Inc. 62,615 (2)
(Pork Processing)
Merrill S. Moyer 63 (1984) Chairman & President of the 64,863 (3)
Corporation & Chairman of Union
Alternate Directors (to be elected for a one-year term expiring 1998):
William S. Aichele 46 (1990) Executive Vice President of the 8,880 (4)
Corporation and President and CEO of Union
Marvin A. Anders 57 (1996) Vice Chairman of the Corporation 58,343 (5)
and Executive Vice President of Union
H. Ray Mininger 56 (1995) President, H. Mininger & Son, Inc. 2,156
(General Contractor)
The following directors are not subject to election now as they were elected in prior years for
terms expiring in future years.
Class II (to be continuing for a term expiring 1998):
James L. Bergey 61 (1984) President, Abram W. Bergey and 6,787(6)
Sons, Inc. (Floor Coverings)
Charles H. Hoeflich 82 (1962) Chairman Emeritus of the Corporation 114,791
Clair W. Clemens 66 (1984) Director, Hatfield Quality Meats, Inc. 4,595
(Pork Processing)
John U. Young 58 (1988) President, Alderfer Bologna Co. 6,807(7)
(Meat Processing)
Class III (to be continuing for a term expiring 1999):
R. Lee Delp 50 (1994) President and CEO, Moyer Packing Company 1,652
(Beef Packers and Renderers)
Harold M. Mininger 78 (1957) Retired--H. Mininger & 62,373(8)
Son, Inc. (General Contractor)
P. Gregory Shelly 51 (1985) President, Shelly Enterprises, Inc. 17,710(9)
(Building Materials)
* Clair W. Clemens and Merrill S. Moyer are cousins. Harold M. Mininger and
H. Ray Mininger are father and son. There is no family relationship among
any of the other nominees. All nominees now are directors or alternate
directors respectively. Merrill S. Moyer, William S. Aichele, and Marvin
A. Anders are officers of UNIVEST and Union National Bank and Trust
Company. Norman L. Keller is an officer of UNIVEST and Pennview Savings
Bank. Other directors are non-management directors.
During 1996, Clair W. Clemens attended fewer than 75% of the meetings.
** Dates indicate initial year as a director or alternate director of
UNIVEST or the subsidiary banks.
*** The shares "Beneficially owned" may include shares owned by or for, among
others, the spouse and/or minor children of the individuals and any other
relative who has the same home as such individual, as well as other
shares as to which the individual has or shares voting or investment
power. Beneficial ownership may be disclaimed as to certain of the
securities. Each nominee beneficially owns less than 1% of the
outstanding shares of the Common Stock of UNIVEST with the exception of
Charles H. Hoeflich (2.9%); Harold M. Mininger (1.6%); Thomas K. Leidy
(1.6%); Merrill S. Moyer (1.7%), and Marvin A. Anders (1.5%).
1. Includes 4,262 shares owned by members of Mr. Keller's family. He
disclaims beneficial ownership of these shares.
2. Includes 38,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Leidy is a co-trustee, 1,877 shares owned by a member of his
family, and 9,411 shares over which he shares voting and/or investment
power. He disclaims beneficial ownership of these shares.
3. Includes 38,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Moyer is a co-trustee, and 6,519 shares owned by a member of his
family. He disclaims beneficial ownership of these shares.
4. Includes 38 shares owned by members of Mr. Aichele's family. He disclaims
beneficial ownership of these shares.
5. Includes 38,000 shares in the Univest Deferred Salary Savings Plan of
which Mr. Anders is a co-trustee and 9,695 shares owned by a member of his
family. He disclaims beneficial ownership of these shares.
6. Includes 272 shares owned by a member of Mr. Bergey's family. He disclaims
beneficial ownership of these shares.
7. Includes 2,932 shares owned by members of Mr. Young's family. He disclaims
beneficial ownership of these shares.
8. Includes 18,045 shares owned by a member of Mr. Mininger's family. He
disclaims beneficial ownership of these shares.
9. Includes 6,679 shares owned by members of Mr. Shelly's family. He
disclaims beneficial ownership of these shares.
ADOPTION OF AMENDMENT NO. 1 TO THE LONG-TERM INCENTIVE PLAN
On February 24, 1993, the Board of Directors of the Corporation adopted
the Univest 1993 Long- Term Incentive Plan and allocated 78,425 shares of
common stock of the Corporation, subsequently increased to 196,063 shares due
to stock dividends in 1993 and 1996, par value $5 per share, to be reserved
for granting thereunder, of which 98,031 shares may be granted for incentive
stock options. The shareholders of the Corporation approved the 1993
Long-Term Incentive Plan at the 1993 Annual Meeting of Shareholders on April
13, 1993.
On November 27, 1996, the Board of Directors adopted Amendment No. 1 to
the 1993 Long-Term Incentive Plan, which Amendment No. 1 increases the number
of shares of common stock of the Corporation, $5 par value per share, to be
reserved for granting thereunder to 250,000 shares, of which 125,000 shares
may be granted for awards of incentive stock options, subject to the approval
of the shareholders. The Board of Directors seeks the approval of the
shareholders with respect to the adoption of Amendment No. 1 of the 1993
Long-Term Incentive Plan.
The purposes of the 1993 Long-Term Incentive Plan are (i) to enable
eligible employees of the Corporation to own shares of common stock of the
Company, and have a mutuality of interest with other shareholders; and (ii)
to enable the Corporation to attract, retain, and motivate key employees of
particular merit.
COMPENSATION AND ADDITIONAL INFORMATION
The following table sets forth, for the preceding three years, the
compensation which the Corporation and its subsidiaries paid to the five
highest paid executive officers whose compensation exceeded $100,000 during
1996.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation
Compensation Awards
---------------------------------- -------------- All Other
Name and Options/ Compensation
Principal Position Year Salary($) Bonus ($) SARs (#) ($)[1]
- --------------------------------------------------------------------------------------------------
Merrill S. Moyer 1996 $250,000 $71,875 $32,487
Chairman, President 1995 240,000 69,000 30,994
and CEO of the Corporation 1994 231,500 25,000 26,577
William S. Aichele 1996 $166,500 $38,295 $13,936
Executive Vice President 1995 160,000 36,800 14,090
of the Corporation and 1994 154,500 20,000 10,661
President and CEO of Union
Norman L. Keller 1996 $138,000 $31,740 $36,708
Executive Vice President 1995 137,000 23,633 36,478
of the Corporation and 1994 137,000 5,000 34,110
President and CEO of
Pennview
Marvin A. Anders 1996 $127,000 $29,210 $19,170
Vice Chairman of the 1995 123,500 28,405 18,245
Corporation and 1994 120,000 12,000 16,660
Executive Vice President
of Union
Wallace H. Bieler 1996 $110,000 $18,975 $11,908
Senior Vice President of 1995 $106,000 18,285 11,783
the Corporation and Senior 1994 101,500 12,000 10,153
Vice President of Union
[1] The amount and type of "All Other Compensation" accrued in 1996 for each
of the executives named above is detailed in Schedule (1).
SCHEDULE (1) -- ALL OTHER COMPENSATION:
Named Executive Contribution
- ------------------------------------------------------------------------------
Supplemental
401K Pension Plan Other [2] Total
-------- -------------- ----------- ---------
Merrill S. Moyer $4,750 $21,957 $5,780 $32,487
William S. Aichele 4,750 6,041 3,145 13,936
Norman L. Keller 4,140 30,000 2,568 36,708
Marvin A. Anders 3,810 13,060 2,300 19,170
Wallace H. Bieler 3,300 7,108 1,500 11,908
[2] Includes use of company car and personal tax preparation services.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares Value
Acquired on Realized Exercisable(E) Exercisable(E)
Name Exercise(#)[1] ($) Unexercisable(U) Unexercisable(U)
- ----------------------------------------------------------------------------------------------
Merrill S. Moyer 2,100 $16,905 1,691 (E) $13,190 (E)
Chairman, President and 18,959 (U) 104,655 (U)
CEO of the Corporation
William S. Aichele 1,916 (E) $ 14,945 (E)
Executive Vice President 10,084 (U) 54,905 (U)
of the Corporation and
President and CEO of Union
Norman L. Keller 500 $4,025 1,166 (E) $ 9,095 (E)
Executive Vice President 7,709 (U) 43,505 (U)
of the Corporation and
President and CEO of
Pennview
Marvin A. Anders 1,000 $8,050 459 (E) $ 3,580 (E)
Vice Chairman of the 7,291 (U) 40,245 (U)
Corporation and
Executive Vice President
of Union
Wallace H. Bieler 417 $3,357 417 (E) $ 3,253 (E)
Senior Vice President of 5,416 (U) 27,995 (U)
the Corporation and
Senior Vice President of
Union
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Executive compensation is determined by the Compensation Committee of the
Board of Directors (the "Committee"). The Committee is responsible for
setting the compensation level for the Chief Executive Officer and setting
and reviewing compensation levels for all other executive officers of the
Corporation. The Committee consists of four members appointed by the Board:
James L. Bergey, Charles H. Hoeflich, who formerly served as Chairman of
Univest Corporation, Thomas K. Leidy, and Harold M. Mininger.
The Committee believes that it is important to reinforce its executive
compensation philosophy by using both short- and long-term incentive
compensation awards linking payouts directly to performance. Compensation for
Univest's senior executives is also designed to be competitive with other
comparable regional banking institutions and to reward performance.
BASE SALARIES
An important objective of Univest's executive compensation program is to
attract and retain qualified management talent, and the level of base
salaries plays a key role in reaching this objective. In setting executive
salaries, the Committee uses competitive information derived from a review of
the appropriate regional marketplace, including formal salary surveys and an
analysis of comparator group norms. The final determination of salary
adjustments balances the objective of maintaining competitive salaries with
that of rewarding performance.
The salary paid to Mr. Merrill S. Moyer in 1996 was $250,000 compared with
$240,000 in 1995. The 4.1% increase in base salary is in line with Univest's
philosophy of minimizing base salary increases in favor of variable
compensation based on performance.
For the remaining named executive officers, base salaries increases ranged
up to 4%. The base salary increases were in keeping with the emphasis on
performance driven compensation utilizing annual and long-term incentives.
The Committee believes the senior executives' base salary structure is well
within the competitive range for the industry comparator group. Future base
salary adjustments will continue to be based on industry group norms as well
as on Univest performance measures.
ANNUAL INCENTIVES
The annual incentive plan is a key tool for the Committee to manage
executive compensation by recognizing performance while minimizing salary
increases. Annual incentive performance measures included corporate return on
asset performance as well as team, unit, and group level operating
performance goals.
With respect to performance, Return on Assets for 1996 was 1.35%,
reflecting continued strong financial performance. With respect to payouts
for 1996, the annual incentive amount paid to Mr. Moyer in 1996 was $71,875
or 28.8% of base salary. For the remaining senior executives, payments ranged
from $18,975 to $38,295 and were indicative of the strong performance
demonstrated by the company and the individuals.
LONG-TERM INCENTIVES
The Univest Long-Term Incentive Plan was implemented in 1995 in order to
promote the long-term objectives of Univest, retain key executives, encourage
growth in shareholder value, and encourage management investment in the
Corporation. Compensation derived from long-term awards was therefore tied
directly to the creation of shareholder value.
Participation in the Long-Term Incentive Plan is determined by the
Committee. The Committee may grant either stock options or long-term
performance share awards to executives and other employees. These will have
value to the recipients only if shareholder value is created, either in the
form of stock price appreciation and/or the increased ability of Univest to
pay dividends on its stock.
In 1996, the Committee concluded that shareholders would benefit from a
greater emphasis on encouraging management to own Company stock. In order to
facilitate creating stronger mutual interests between shareholders and
management, the Committee intends to adopt a program which includes partial
payment of annual incentive awards in the form of Company stock rather than
cash. The Committee has also endorsed the implementation of a process which
encourages senior management executives to exercise their vested stock
options and retain the stock acquired.
FUTURE AWARD DETERMINATION
The Committee will continue to reassess Univest's executive compensation
program in order to ensure that it promotes the long-term objectives of
Univest, encourages growth in shareholder value, provides the opportunity for
management investment in the Corporation, and attracts and retains top-level
executives who will manage strategically in 1997 and beyond.
James L. Bergey Charles H. Hoeflich Thomas K. Leidy Harold M. Mininger
NON-MANAGEMENT DIRECTOR COMPENSATION:
Each non-employee Director or Alternate Director is paid an annual
retainer fee of $7,500. Each non-employee Director or Alternate Director
receives a fee of $650 for each Board of Directors meeting of Univest, Union,
or Pennview which he attends. Only one fee is paid to the Director or
Alternate Director if these Boards meet on a concurrent basis. Non-employee
Directors who are members of the Executive Committee or Loan Policy Committee
of the Board of Directors receive a fee of $550 for each meeting attended.
Non-employee Directors or Alternate Directors who attend other committees of
the Board of Directors receive a fee ranging from $300 to $400 for each
meeting attended.
RETIREMENT, SALARY CONTINUATION, AND DEFERRED SALARY SAVINGS PLANS:
All officers and employees of the Corporation and its subsidiaries working
1,000 hours or more in a plan year will accrue a benefit in that year and
will be included in a nondiscriminatory retirement plan which qualifies under
the Internal Revenue Code. The plan is compulsory and non-contributory.
Although costs are not allocated on an individual basis, 4.2% of the total
remuneration of all plan participants, calculated on an actuarial basis, was
accrued during 1996. Benefits vest when an officer or employee completes five
years of service. In addition, the Corporation maintains a non-qualified,
unfunded plan, the Supplemental Retirement Plan (the "Supplemental Retirement
Plan"), which provides retirement benefits to eligible employees. The table
set forth below illustrates the total combined estimated annual benefits
payable under the Univest Retirement Plan and the Supplemental Retirement
Plan to eligible salaried employees in hypothetical five (5) year average
salary and years of service classification (assuming retirement as of January
1, 1997) are estimated as follows:
Years of Service
Highest -----------------------------------------------------------------------------------
Consecutive 20 25 30 35 40 45 50
5-Year -----------------------------------------------------------------------------------
Avg. Salary
$150,000 $ 49,425 $ 54,281 $ 59,138 $ 63,994 $ 67,744 $ 71,494 $ 75,244
200,000 66,925 73,656 80,388 87,119 92,119 97,119 102,119
250,000 84,425 93,031 101,638 110,244 116,494 122,744 128,994
300,000 101,925 112,406 122,888 133,369 140,869 148,369 155,869
350,000 119,425 131,781 144,138 156,494 165,244 173,994 182,744
The annual benefits are estimated on the basis of a straight life annuity
notwithstanding the availability of joint and survivor annuitant and certain
and continuous annuity options. Benefits are not subject to reduction for
Social Security benefits. For purposes of the plan (assuming retirement at
normal retirement date), Merrill S. Moyer, William S. Aichele, Norman L.
Keller , Marvin A. Anders, and Wallace H. Bieler respectively, have
thirty-six, forty-four, thirty, forty-seven, and forty-five years of service.
Certain groups of officers and employees have other benefits for past service
with now affiliated companies.
A salary continuation plan is provided for the individuals named in the
Summary Compensation Table and to certain other executive management of the
Corporation. The plan was established to provide pre- and post-retirement
death benefits. Additionally, retirement benefits are payable upon the death,
disability, or retirement of the individual covered by the plan and are
calculated as a percentage of base salary of the individual adjusted for the
cost of living. The retirement benefits payable to the individual or the
spouse of the individual are for a minimum of ten (10) years and are
determined in amount as of the retirement date. The salary continuation plan
is an unfunded promise to pay to the named individuals which is subject to
the substantial risk of forfeiture, and the individual is not considered as
vested pursuant to the plan.
On an optional basis, all officers and employees who have attained the age
of 21 and have completed 12 months of service may participate in a deferred
salary savings plan. Participants may defer from 1% to 15% of their salary.
The corporation or its subsidiaries will make a matching contribution of 50%
of the first 6% of the participant's salary. All contributions are invested
via a trust. The corporation's matching contributions, amounting to $222,490
are vested at 50% at the end of two years, 75% at the end of three years, and
100% at the end of four years. Benefit payments normally are made in
connection with a participant's retirement. The plan permits early withdrawal
of the money under certain circumstances. Under current Internal Revenue
Service regulations, the amount contributed to the plan and the earnings on
those contributions are not subject to Federal income tax until they are
withdrawn from the plan.
Compensation for Group Life Insurance premiums, hospitalization and
medical plans, and other personal benefits are provided to all full-time
employees and part-time employees averaging a certain number of hours and do
not discriminate in favor of officers or directors of the Corporation or its
subsidiaries.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Union and Pennview had transactions with directors/officers of UNIVEST or
their associates, which comply with regulations of the Comptroller of the
Currency and the Federal Reserve System, involving only normal risks which
were made 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 and did not involve more than
normal risk of collectibility or present other unfavorable features.
During 1996, the Corporation and its subsidiaries paid $293,204 to H.
Mininger & Son, Inc. for building expansion projects which were in the normal
course of business on substantially the same terms as available from others.
H. Ray Mininger, Alternate Director, is president of H. Mininger & Son, Inc.
INDEPENDENT PUBLIC ACCOUNTANTS
Shareholders are asked to ratify the action of the Board of Directors in
selecting Ernst & Young LLP as the independent certified public accountant
for the year 1997.
If the Shareholders do not ratify the selection of Ernst & Young LLP, the
selection of an independent certified public accountant will be reconsidered
and made by the Board of Directors.
It is understood that even if the selection is ratified, the Board of
Directors, in its discretion, may direct the appointment of a new independent
certified public accountant at any time during the year if the Board
determines that such a change would be in the best interests of the
Corporation and its shareholders.
A representative of Ernst & Young LLP is expected to be present at the
shareholders' meeting with the opportunity to make a statement if he desires
to do so and is expected to be available to respond to appropriate questions.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG UNIVEST CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ BANK INDEX
350|------------------------------------------------------------------|
| # |
| |
300|------------------------------------------------------------------|
| * |
| |
250|-------------------------------------------------$----------------|
| |
D | * & |
O 200|-------------------------------------*----------------------------|
L | * & |
L | # # |
A 150|---------------#--------------------------------------------------|
R | * & & |
S | & |
100|---*&#------------------------------------------------------------|
| |
| |
50|------------------------------------------------------------------|
| |
| |
0|----|----------|---------|-----------|-----------|-----------|----|
12/91 12/92 12/93 12/94 12/95 12/96
*=UNIVEST CORPORATION &=NASDAQ STOCK MARKET-US #=NASDAQ BANK
* $100 INVESTED ON DECEMBER 31, 1991, IN STOCK OR INDEX--
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
The Stock Price Performance Graph 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 or the Securities
Exchange Act of 1934, except to the extent that UNIVEST specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
DIRECTORS' MEETINGS AND COMMITTEES
UNIVEST's Board of Directors met twelve times during 1996. All members of
Univest's Board serve as a nominating committee. It proposes names for
nomination for election or re-election to the Board.
The 1996 Audit Committee, consisting of Charles H. Hoeflich, Harold M.
Mininger, William G. Morral, and John U. Young, all external directors of the
Corporation or its subsidiaries, met four times during 1996 to recommend the
selection of the independent certified public accountant, to discuss the
scope of activities of the independent certified public accountant, and to
review activities of the internal auditor.
SHAREHOLDER PROPOSALS
Proposals by shareholders which are intended to be presented at the
Corporation's 1998 Annual Meeting must be received by the Corporation no
later than November 10, 1997.
According to bylaws of the Corporation, a proposal for action to be
presented by any shareholder at an annual or special meeting of shareholders
shall be out of order unless specifically described in the Corporation's
notice to all shareholders of the meeting and the matters to be acted upon
thereat or unless the proposal shall have been submitted in writing to the
Chairman and received at the principal executive offices of the Corporation
at least 60 days prior to the date of such meeting, and such proposal is,
under law, an appropriate subject for shareholder action.
OTHER BUSINESS
The Board of Directors and Management do not intend to present to the
meeting any business other than as stated above. They know of no other
business which may be presented to the meeting. If any matter other than
those included in this proxy statement is presented to the meeting, the
persons named in the accompanying proxy will have discretionary authority to
vote all proxies in accordance with their best judgment.
SHAREHOLDERS ARE URGED TO SIGN THE ENCLOSED PROXY, SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS AND RETURN IT AT ONCE IN THE ENCLOSED ENVELOPE.
PROXIES WILL BE VOTED IN ACCORDANCE WITH SHAREHOLDERS' DIRECTIONS. THE PROXY
DOES NOT AFFECT THE RIGHT TO VOTE IN PERSON AT THE MEETING AND MAY BE REVOKED
PRIOR TO THE CALL FOR A VOTE.
By Order of the Board of Directors
Souderton, Pennsylvania
MERRILL S. MOYER
Chairman
March 7, 1997 ROBERT H. SCHONG
Secretary