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FORM 10-K --- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[Fee Required]
For the fiscal year ended December 31, 1998
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or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[No Fee Required]
For the transition period from to
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Commission File Number 0-14745
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SUN BANCORP, INC. (SUN)
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2233584
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 57, Selinsgrove, PA 17870
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 570-374-1131
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
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Securities registered pursuant to Section 12(g) of the Act:
Common stock, No Par Value
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(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. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this Chapter) 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 4, 1999, the Registrant had 6,516,691 shares of common stock
outstanding with a no par value. Based on the closing bid price of $26.00 on
the same date, the aggregate market value of the voting stock held by
nonaffiliates of the Registrant was $169,433,966.
Portions of the 1998 Annual Report to Shareholders are incorporated by reference
in Parts I, II, and III hereof.
Portions of the 1999 Proxy Statement for the Annual Shareholders' Meeting to be
held on April 22, 1999 are incorporated by reference in Part III hereof.
The index to exhibits included in this filing appears on page 5.
PART I
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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. SUN is a limited partner in two
partnerships for the purpose of building, owning, and operating an affordable
elderly apartment complex in SUN's market area. As part of the agreement, SUN
is able to recognize tax credits from this economic development project. On
June 30, 1997, SUN acquired Bucktail Bank and Trust Company (Bucktail) from FNB
Corporation. Concurrently, Bucktail was merged into Sun Bank. Five branches of
Bucktail located in Lycoming County were renamed and doing business under the
name Central Pennsylvania Bank, Incorporated as Sun Bank. The remaining
branches in Elk and Cameron Counties continue under the name Bucktail Bank and
Trust Company, Incorporated as Sun Bank.
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 fourteen banking offices and one trust
services office serving Snyder, Union, Northumberland, Lycoming, Cameron, and
Elk Counties. At December 31, 1998, Sun Bank had total assets of $623,577,000
and total shareholders' equity of $67,801,000. Net income for 1998 was
$8,726,000.
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, 26 Automated Teller
Machines (ATMs) and cash dispensing units 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 and
does not engage in foreign transactions. The majority of the loan portfolio is
comprised of residential real estate loans and consumer loans (predominately
automobiles). The Bank's deposits are insured by the Federal Deposit Insurance
Corporation (FDIC) in the amount allowed by law.
The Pennsylvania SUN Life Insurance Company (SUN Life) provides credit life
and disability insurance to Sun Bank's credit customers. 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, 1998, Pennsylvania SUN Life had total
assets of $711,000 and total shareholders' equity of $308,000. Net income for
1998 was $15,000.
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 Philadelphia
and periodic on-site exams of SUN are done by the FRB. Regular examinations 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, 1998, the Bank employed 218 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),
Johnsonburg (Item 13), Pine Street (Item 16) and the Operations Center (Item 19)
which are leased. In 1995, SUN purchased parcels of land in Liverpool for the
purpose of building a branch in the future. On June 30, 1997, SUN completed its
acquisition of Bucktail Bank and Trust Company. This acquisition added eight
additional locations. In 1998, property was acquired in Williamsport for the
purpose of constructing a financial services center. Construction is scheduled
to begin in 1999. 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
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1. Main 2-16 South Market Street Brick structure
Selinsgrove, Pennsylvania 17870
2. Shamokin Dam 200 S. Susquehanna Trail 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 Brick structure
Northumberland, Pennsylvania 17857
11. Liverpool Rts. 11 & 15 South Land
Liverpool, Pennsylvania 17045
12. Emporium 2 East Fourth Street Brick structure
Emporium, PA 15834
13. Johnsonburg RR 2 Box 1A Brick structure
Johnsonburg, PA 15845
14. Hughesville 2 South Main Street Brick structure
Hughesville, PA 17737
15. Newberry 2131 W. Fourth Street Brick structure
Williamsport, PA 17701
16. Pine Street 330 Pine Street Brick structure
Williamsport, PA 17701
17. Montoursville 301 Broad Street Brick structure
Montoursville, PA 17754
18. Squire Hays 3155 Lycoming Creek Road Stone and frame
Williamsport, PA 17701 structure
19. Operations Center 210 Market Street Brick structure
Williamsport, PA 17701
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 SHAREHOLDERS
Not applicable
PART II
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ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
In 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 4, 1999, SUN had
approximately 1,976 holders of its common stock. SUN offers its shareholders a
Dividend Reinvestment Plan whereby holders of stock may have their quarterly
cash dividends automatically invested in additional shares of common stock of
SUN.
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 Shareholder
Information found on page 44 of the 1998 Annual Report to Shareholders.
ITEM 6 - SELECTED FINANCIAL DATA
This item is incorporated by reference to information under the heading Five
Year Financial Highlights on page 25 of the 1998 Annual Report to Shareholders.
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 26 through 43 of the 1998 Annual Report to Shareholders.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This item is incorporated by reference to Management's Discussion and Analysis
on pages 37 through 40 of the 1998 Annual Report to Shareholders.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This item is incorporated by reference to the Consolidated Financial
Statements, Notes to Consolidated Financial Statements and Independent Auditors'
Report set forth on pages 4 through 24 of the 1998 Annual Report to
Shareholders.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
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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
Corporation's 1999 Proxy Statement.
Information regarding disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is incorporated herein by reference to Compliance with Securities
and Exchange Act on page 19 of the Corporation's 1999 Proxy Statement.
ITEM 11 - EXECUTIVE COMPENSATION
Information relating to management remuneration and compensation is
incorporated herein by reference to Executive Compensation and Other Information
on page 13 of the 1999 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 10 of the 1999 Proxy
Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to footnote 15 on page 19 of
the 1998 Annual Report to Shareholders and under the heading of Transactions
with Management on page 19 of the 1999 Proxy Statement.
PART IV
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ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following consolidated financial statements and independent
auditors' report of SUN BANCORP, INC. and subsidiaries included in the
Annual Report to Shareholders for the year ended December 31, 1998 are
incorporated by reference in Part II, Item 8:
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - Years Ended December 31, 1998,
1997, and 1996
Consolidated Statements of Changes in Shareholders' Equity - Years
Ended December 31, 1998, 1997, and 1996
Consolidated Statements of Cash Flows - Years Ended December 31, 1998,
1997, and 1996
Notes to Consolidated Financial Statements
Independent Auditors' Report
(2) All schedules applicable to the Registrant are shown in the respective
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 inapplicable.
(3) Exhibits
3(i) The Articles of Incorporation of the Corporation 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).
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 Shareholders of SUN BANCORP, INC. for the year
ended December 31, 1998 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.
21 Subsidiaries of the Registrant are filed herewith.
22 Published Report Regarding Matters Submitted To Vote Of
Shareholders is filed herewith, the 1999 Proxy Statement of SUN
BANCORP, INC.
22 Consent of Independent Auditors is filed herewith.
(b) No reports on Form 8-K were required to be filed during the fourth
quarter of 1998.
(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
information is not applicable or is included elsewhere herein.
SIGNATURES
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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.
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(Registrant)
Date: 3/25/99 By: /s/ Fred W. Kelly, Jr.
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Fred W. Kelly, Jr.
President & Chief Executive Officer
Date: 3/25/99 By: /s/ Jeffrey E. Hoyt
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Jeffrey E. Hoyt
Executive Vice President, Chief
Operating Officer and Secretary
(Principal Financial Officer and
Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the Registrant and in the capacities and on the
dates indicated.
Name Date
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/s/ Fred W. Kelly, Jr. 3/25/99
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Fred W. Kelly, Jr.
President, Chief Executive Officer and Director
/s/ Jeffrey E. Hoyt 3/25/99
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Jeffrey E. Hoyt
Executive Vice President, Secretary and
Chief Operating Officer
/s/ Max E. Bingaman 3/25/99
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Max E. Bingaman, Director
/s/ David R. Dieck 3/25/99
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David R. Dieck, Director
/s/ Louis A. Eaton 3/25/99
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Louis A. Eaton, Director
/s/ Dr. Robert E. Funk 3/25/99
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Dr. Robert E. Funk, Director
3/25/99
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Stephen J. Gurgovits, Director
/s/ Thomas B. Hebble 3/25/99
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Thomas B. Hebble, Director
/s/ Robert A. Hormell 3/25/99
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Robert A. Hormell, Director
3/25/99
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Paul R. John, Director
/s/ George F. Keller 3/25/99
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George F. Keller, Director
/s/ Lehman B. Mengel 3/25/99
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Lehman B. Mengel, Director
/s/ Howard H. Schnure 3/25/99
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Howard H. Schnure, Director
/s/ Marlin T. Sierer 3/25/99
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Marlin T. Sierer, Director
/s/ Jerry A. Soper 3/25/99
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Jerry A. Soper, Director
/s/ Dennis J. Van 3/25/99
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Dennis J. Van, Director