Back to GetFilings.com
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, 2000
------------------------------
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
------------------- ---------------------
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.)
PO Box 57, Selinsgrove, PA 17870
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 570-374-1131
------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- --------------------------- ------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, No 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. [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 9, 2001, the Registrant had 6,634,807 shares of common stock
outstanding with a no par value. Based on the closing bid price of $15.125 on
the same date, the aggregate market value of the voting stock held by
nonaffiliates of the Registrant was $110,351,456.
Portions of the 2000 Annual Report to Shareholders are incorporated by reference
in Parts I, II, and III hereof.
Portions of the 2001 Proxy Statement for the Annual Shareholders' Meeting to be
held on April 26, 2001 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). 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
three 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. On October 4, 2000, Sun Bank changed its legal title to SunBank and
discontinued using the trade names Snyder County Trust Company, Watsontown Bank,
Central Pennsylvania Bank, and Bucktail Bank and Trust Company. On October 30,
2000, SUN acquired seventy-five percent of Sun Abstract and Settlement Services
for the sum of $15,000 which represents the total investment.
SunBank, a state-chartered bank regulated by Pennsylvania Banking Law,
provides full service commercial and retail banking services primarily in
central Pennsylvania. SunBank operates sixteen banking offices and one trust
services office serving Snyder, Union, Northumberland, Lycoming, Cameron, and
Elk Counties. At December 31, 2000, SunBank had total assets of $741,928,000 and
total shareholders' equity of $61,307,000. Net income for 2000 was $4,721,000.
SunBank 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. SunBank also operates a trust
department that provides full fiduciary services. Also, 33 Automated Teller
Machines (ATMs) and cash dispensing units throughout the service area provide
24-hour banking service. SunBank'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, SunBank'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). SunBank'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 SunBank'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, 2000, SUN Life had total assets of
$811,000 and total shareholders' equity of $465,000. Net income for 2000 was
$71,000.
Competition continues to heighten in the financial services industry not
only among banks but also 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 SunBank
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, 2000, SunBank employed 264 persons. SunBank 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 SunBank's main banking office. SUN
owns all of its properties with the exception of an off-site ATM, (Item 8),
Johnsonburg (Item 13), South Williamsport (Item 18), and Loyalsock (Item 20),
which are leased. In 1995, SUN purchased parcels of land in Liverpool for the
purpose of building a branch in the future. In 2000, the Loyalsock branch (Item
20) was opened. All properties are in good condition and adequate for SunBank'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 200 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. Montoursville 301 Broad Street Brick structure
Montoursville, PA 17754
17. Squire Hays 3155 Lycoming Creek Road Stone and frame
Williamsport, PA 17701 structure
18. South Williamsport 2 East Mountain Ave. Brick structure
S. Williamsport, PA 17702
19. Maynard Street 90 Maynard Street Brick structure
Williamsport, PA 17701
20. Loyalsock 814 Westminster Drive Masonry Block
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
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 9, 2001, SUN had
approximately 2,185 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 52 of the 2000 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 37 of the 2000 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 38 through 51 of the 2000 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 49 and 50 of the 2000 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 14 through 36 of the 2000 Annual Report to
Shareholders.
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
Corporation's 2001 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 20 of the Corporation's 2001 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 14 of the 2001 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 2001 Proxy
Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference to footnote 14 on page 30 of
the 2000 Annual Report to Shareholders and under the heading of Transactions
with Management on page 20 of the 2001 Proxy Statement.
PART IV
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, 2000 are incorporated by reference in Part II, Item 8:
Consolidated Balance Sheets - December 31, 2000 and 1999
Consolidated Statements of Income - Years Ended December 31,
2000, 1999, and 1998
Consolidated Statements of Changes in Shareholders' Equity -
Years Ended December 31, 2000, 1999, and 1998
Consolidated Statements of Cash Flows - Years Ended December 31,
2000, 1999, and 1998
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, 2000 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 incorporated by reference to the 2001
Definitive Proxy Statement of SUN BANCORP, INC.
23 Consent of Independent Auditors is filed herewith.
(b) No reports on Form 8-K were required to be filed during the
fourth quarter of 2000.
(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
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)
Date: 3/23/01 By: /s/ Fred W. Kelly, Jr.
--------------- -----------------------------------
Fred W. Kelly, Jr.
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: 3/23/01 By: /s/ Jonathan J. Hullick
--------------- -----------------------------------
Jonathan J. Hullick
Exec. VP & Chief Financial Officer
(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
---- ----
/s/ Fred W. Kelly, Jr. 3/23/01
-------------------------------------------------- -------
Fred W. Kelly, Jr.
Chairman of the Board, and Chief Executive Officer
/s/ Robert J. McCormack 3/23/01
-------------------------------------------------- -------
Robert J. McCormack
President, Chief Operating Officer, and Director
/s/ Martha A. Barrick 3/23/01
-------------------------------------------------- -------
Martha A. Barrick, Director
/s/ Max E. Bingaman 3/23/01
-------------------------------------------------- -------
Max E. Bingaman, Director
/s/ David R. Dieck 3/23/01
-------------------------------------------------- -------
David R. Dieck, Director
/s/ Louis A. Eaton 3/23/01
-------------------------------------------------- -------
Louis A. Eaton, Director
/s/ M. Mitchell Fetterolf 3/23/01
-------------------------------------------------- -------
M. Mitchell Fetterolf, Director
/s/ Dr. Robert E. Funk 3/23/01
-------------------------------------------------- -------
Dr. Robert E. Funk, Director
/s/ Stephen J. Gurgovits 3/23/01
-------------------------------------------------- -------
Stephen J. Gurgovits, Director
/s/ Thomas B. Hebble 3/23/01
-------------------------------------------------- -------
Thomas B. Hebble, Director
/s/ Robert A. Hormell 3/23/01
-------------------------------------------------- -------
Robert A. Hormell, Director
/s/ Paul R. John 3/23/01
-------------------------------------------------- -------
Paul R. John, Director
/s/ George F. Keller 3/23/01
-------------------------------------------------- -------
George F. Keller, Director
/s/ George E. Logue, Jr. 3/23/01
-------------------------------------------------- -------
George E. Logue, Jr., Director
/s/ Marlin T. Sierer 3/23/01
-------------------------------------------------- -------
Marlin T. Sierer, Director
/s/ Dennis J. Van 3/23/01
-------------------------------------------------- -------
Dennis J. Van, Director