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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission file number: 0-14745
SUN BANCORP, INC. (SUN)
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2233584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 57, Selinsgrove, PA 17870
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 374-1131
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which registered Title of each class
None None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $1.25 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in PART III of this Form 10-K or any amendment to
this Form 10-K. [ ]
As of March 7, 1996, the Registrant had 3,194,422 shares of common stock
outstanding with a par value of $1.25. Based on the closing bid price of $30.00
on the same date, the aggregate market value of the voting stock held by non-
affiliates of the Registrant was $82,644,600.00.
Portions of the 1995 Annual Report to Stockholders are incorporated by reference
in Parts I, II, and III hereof.
Portions of the 1996 Proxy Statement for the Annual Stockholders' Meeting to be
held on April 25, 1996 are incorporated by reference in Part III hereof.
The index to exhibits included in this filing appears on page 5.
PART I
ITEM 1 - BUSINESS
SUN BANCORP, INC. (SUN) is a holding company incorporated under the laws of
Pennsylvania and registered under the Bank Holding Company Act of 1956, as
amended, on November 26, 1982. SUN acquired the Snyder County Trust Company in
June 1983 and The Watsontown National Bank in November 1987. On December 1,
1993, the two banks merged into one bank under the legal title of Sun Bank
(Bank). The banks continue to do business as Snyder County Trust Company,
Incorporated as Sun Bank and Watsontown Bank, Incorporated as Sun Bank. SUN
also owns the Pennsylvania SUN Life Insurance Company, a credit life and
disability insurance company formed in 1993. In 1995, SUN entered into a
limited partnership with the Susquehanna Valley Development Group, Inc. for the
purpose of building, owning and operating an affordable elderly apartment
complex in Mifflinburg, PA. As part of the agreement, SUN is able to recognize
tax credits from this economic development project.
Sun Bank, a state-chartered bank regulated by Pennsylvania Banking Law,
provides full service commercial and retail banking services primarily in
central Pennsylvania. Sun Bank operates six banking offices and one trust
services office serving Snyder, Union, Northumberland and Lycoming Counties. At
December 31, 1995, Sun Bank had total assets of $318,659,000 and total stock-
holders' equity of $35,190,000. Net income for 1995 was $5,629,000.
The Bank offers a wide range of services including demand deposit accounts,
savings accounts, Christmas and all-purpose clubs, time certificates of deposit,
and individual retirement accounts, as well as commercial loans, consumer
loans, mortgage loans, and safe deposit services. The Bank also operates a
trust department that provides full fiduciary services. Also, eight
Automated Teller Machines (ATMs) throughout the service area provide 24-hour
banking service. Sun Bank's activities are such that the loss of one single
customer or a few customers would not have a material adverse effect on its
operations. Additionally, the Bank's business is not seasonal in nature nor
does it engage in foreign transactions. The majority of the loan portfolio is
comprised of residential real estate loans and consumer loans which generally
are low-risk. The Bank's deposits are insured by the Federal Deposit In-
surance Corporation (FDIC) in the amount allowed by law.
The Pennsylvania SUN Life Insurance Company provides credit life and dis-
ability insurance to Sun Bank's credit customers. Pennsylvania SUN Life is
subject to supervision and regulation by the Arizona Department of Insurance,
the Insurance Department of the Commonwealth of Pennsylvania, and the Board
of Governors of the Federal Reserve Bank. At December 31, 1995, Pennsylvania
SUN Life had total assets of $446,000 and total stockholders' equity of
$213,000. Net income for 1995 was $23,000.
Competition continues to heighten in the financial services industry not only
among banks but with savings and loan associations, credit unions, discount
brokerage firms, insurance companies, and other nonbank financial service
providers. Changing regulatory and economic conditions affect SUN's ability to
compete effectively in its market area. Most of the competition is centered
around the setting of interest rates to be charged on loans and rates paid on
deposits, fees on deposit accounts and customer service. SUN's management feels
it competes effectively in its market area.
SUN is subject to regulation and supervision by the Board of Governors of the
Federal Reserve Bank and the Pennsylvania Department of Banking. SUN files
quarterly and annual reports with the Federal Reserve Bank (FRB) of Phila-
delphia and periodic on-site exams of SUN are done by the FRB. Regular exam-
inations of the Bank are conducted by the FDIC and the Pennsylvania
Department of Banking.
SUN and the Pennsylvania SUN Life Insurance Company do not have any employees.
At December 31, 1995, the Bank employed 113 persons. The Bank offers a variety
of benefit programs and feels its relationship with its employees is good.
ITEM 2 - PROPERTIES
SUN's corporate office is located in Sun Bank's main banking office. SUN owns
all of its properties with the exception of an off-site ATM, Item 8 listed
below, which is rented from Weis Markets, Inc., Sunbury, Pennsylvania. In 1995,
SUN purchased parcels of land in Northumberland and Liverpool for the purpose of
building branches on these sites in the future. The branch in Northumberland is
scheduled to be in operation in the fall of 1996. SUN also purchased an
existing branch location in Shamokin Dam formerly owned by Swineford National
Bank. This site will be replacing our current branch office in Shamokin Dam in
April 1997. All properties are in good condition and adequate for the bank's
purposes. The following is a list of the banking offices, the addresses, and a
brief description of each office.
Office Address Description
1. Main 2-16 South Market Street Brick structure
Selinsgrove, Pennsylvania 17870
2. Shamokin Dam Routes 11 & 15 Brick structure
Shamokin Dam, Pennsylvania 17876
3. New Berlin Market & Plum Streets Brick structure
New Berlin, Pennsylvania 17855
4. Sunbury 11 South Second Street Brick structure
Sunbury, Pennsylvania 17801
5. Middleburg Route 522 & Dock Hill Road Brick structure
Middleburg, Pennsylvania 17842
6. Trust Division 100 West Pine Street Brick structure
Selinsgrove, Pennsylvania 17870
7. Automated Teller 108 West Pine Street Brick structure
Machine Selinsgrove, Pennsylvania 17870
8. Automated Teller 700 North Broad Street Brick structure
Machine Selinsgrove, Pennsylvania 17870
9. Watsontown 300 Main Street Brick structure
Watsontown, Pennsylvania 17777
10. Northumberland 96 Duke Street Land
Northumberland, Pennsylvania 17857
11. Liverpool Rts. 11 & 15 South Land
Liverpool, Pennsylvania 17045
12. Shamokin Dam 200 S. Susquehanna Trail Brick structure
Shamokin Dam, Pennsylvania 17876
ITEM 3 - LEGAL PROCEEDINGS
Various legal actions arise against the Corporation in the normal course of
business. In the opinion of management and counsel, when such actions currently
pending or threatened have been resolved, they should not have a material
adverse effect on the business or financial condition of the Corporation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
On April 1993, the common stock of SUN BANCORP, INC. began trading publicly on
the NASDAQ national market system under the symbol SUBI. Prior to this date,
the stock was not traded on an established stock exchange; however, it was
traded on the over-the-counter market. As of March 7, 1996, SUN had approx-
imately 1,348 holders of its common stock.
The payment of dividends by SUN is at the discretion of the Board of Directors
and to the extent funds are legally available for that purpose. SUN may not pay
dividends in any year in excess of the total of the current year's net income
and the retained net income of the prior two years without the approval of the
Federal Reserve Bank. Additionally, bank regulations limit the amount of
dividends that may be paid to SUN by the subsidiary bank without prior approval
from the regulatory agencies.
Additional stock information is incorporated by reference to Stockholder
Information found on page 36 of the 1995 Annual Report to Stockholders.
ITEM 6 - SELECTED FINANCIAL DATA
This item is incorporated by reference to information under the heading Five
Year Financial Highlights on page 23 of the 1995 Annual Report to Stockholders.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This item is incorporated by reference to Management's Discussion and Analysis
on pages 24 through 35 of the 1995 Annual Report to Stockholders.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This item is incorporated by reference to the Consolidated Financial State-
ments, Notes to Consolidated Financial Statements and Report of Independent
Certified Public Accountants set forth on pages 4 through 22 of the 1995 Annual
Report to Stockholders.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
Information concerning directors and executive officers of the Registrant is
incorporated herein by reference to Board of Directors on page 6 of the Cor-
poration's 1996 Proxy Statement.
Information regarding disclosure of delinquent filers pursuant to Item 405 of
Regulation 5-K is incorporated herein by reference to Compliance with Securities
and Exchange Act on page 20 of the Corporation's 1996 Proxy Statement.
ITEM 11 - EXECUTIVE COMPENSATION
Information relating to management remuneration and compensation is incor-
porated herein by reference to Executive Compensation and Other Information on
page 13 of the 1996 Proxy Statement.
ITEM 12 - SECURITY OWNERSHIP OR CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
This information is incorporated by reference to Security Ownership of
Directors and Executive Officers of the Corporation on page 11 of the 1996
Proxy Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to footnote 12 on page 17 of the
1995 Annual Report to Stockholders and under the heading of Transactions with
Management on page 20 of the 1996 Proxy Statement.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) (1) The following consolidated financial statements and report of in-
dependent certified public accounts of SUN BANCORP, INC. and
subsidiaries included in the Annual Report to Stockholders for
the year ended December 31, 1995 are incorporated by
reference in Part II, Item 8:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Income - Years Ended December 31, 1995,
1994 and 1993
Consolidated Statements of Stockholders' Equity - Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years Ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
(2) All schedules applicable to the Registrant are shown in the re-
spective financial statements or the notes thereto. Financial
statement schedules not included are omitted because the information
is not required under the related instructions or it is inappli-
cable.
(3) Exhibits
3(i) The Articles of Incorporation of the Corporation are in-
corporated herein by reference to Exhibit 3 to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993 (Commission File Number 0-14745).
3(ii) The By-Laws, as amended and restated, are incorporated
herein by reference to Exhibit 3 to the Corporation's
Annual Report on Form 10-K for the year ended December 31,
1993 (Commission File Number 0-14745).
13 Annual Report to Stockholders of SUN BANCORP, INC. for the
year ended December 31, 1995 is filed herewith. Such
report, except for those portions thereof which are
expressly incorporated by reference herein, is furnished
for information of the Securities and Exchange Commission
only and it is not considered "filed" as part of the Form
10-K filing.
22 Subsidiaries of the Registrant are filed herewith.
23 Published Report Regarding Matters Submitted To Vote Of
Security Holders is filed herewith, the 1996 Proxy Statement
of SUN BANCORP, INC.
(b) No reports on Form 8-K were required to be filed during the fourth
quarter of 1995.
(c) Exhibits - the required exhibits are included under Item 14(a) (3) of
the Form 10-K.
(d) Financial statement schedules are omitted because the required informa-
tion is not applicable or is included elsewhere herein.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, SUN BANCORP, INC. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SUN BANCORP, INC.
(Registrant)
By: /s/ Fred W. Kelly, Jr.
President & Chief Executive Officer
Date: 3/25/96
Name Date
/s/ Fred W. Kelly, Jr. 3/25/96
President, Chief Executive Officer
and Director
/s/ Jeffrey E. Hoyt 3/25/96
Vice President, Principal Financial Officer
and Chief Acccounting Officer
/s/ Max E. Bingaman 3/25/96
Director
/s/ Raymond C. Bowen 3/25/96
Director
/s/ David R. Dieck 3/25/96
Director
/s/ Louis A. Eaton 3/25/96
Director
/s/ Dr. Robert E. Funk 3/25/96
Director
/s/ Robert A. Hormell 3/25/96
Director
/s/ George F. Keller 3/25/96
Director
/s/ Lehman B. Mengel 3/25/96
Director
/s/ Marlin T. Sierer 3/25/96
Director
/s/ Jerry A. Soper 3/25/96
Director
/s/ Dennis J. Van 3/25/96
Director