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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-17706
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QNB CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2318082
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10 North Third Street, Quakertown, PA 18951-9005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 538-5600
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Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.25 par value
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(Title of class)
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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. YES X NO
[Cover page 1 of 2 pages]
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 18, 1997, 1,427,351 shares of Common Stock of the registrant
were outstanding and the aggregate market value of the Common Stock of the
registrant, held by nonaffiliates was approximately $34,502,122.(1)
DOCUMENTS INCORPORATED BY REFERENCE
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Annual Report to Stockholders for 1996 - Part I, Item 3
Part II, Items 6, 7 and 8
Proxy Statement dated April 8, 1997 - Part III, Items 10, 11, 12 and 13
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(1) Such figure excludes the shares of Common Stock held by the Company's
executive officers and directors. The information provided shall in no way
be construed as an admission that any person whose holdings are excluded
from the figure is not an affiliate or that any person whose holdings are
included is an affiliate and any such admission is hereby disclaimed.
FORM 10-K INDEX
PART I PAGE
Item 1 Business................................................................ 4
Item 2 Properties.............................................................. 9
Item 3 Legal Proceedings...................................................... 10
Item 4 Submission of Matters to a Vote of Security Holders.................... 10
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder Matters... 10
Item 6 Selected Financial Data................................................ 10
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operation......................................... 10
Item 8 Financial Statements and Supplementary Data............................ 11
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure......................................... 11
PART III
Item 10 Directors and Executive Officers of the Registrant..................... 11
Item 11 Executive Compensation................................................. 11
Item 12 Security Ownership of Certain Beneficial Owners and Management......... 12
Item 13 Certain Relationships and Related Transactions......................... 12
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K........ 12
PART I
ITEM 1. BUSINESS
QNB CORP.
QNB Corp. (the "Corporation") was incorporated under the laws of the
Commonwealth of Pennsylvania on June 4, 1984. The Corporation is registered with
the Federal Reserve Board as a bank holding company under the Bank Holding
Company Act of 1956, as amended, and conducts its business through its
wholly-owned subsidiary, The Quakertown National Bank (the "Bank"). The
principal business of the Corporation, through the Bank, is commercial banking
and consists of, among other things, attracting deposits from the general public
and using these funds in making commercial loans, residential mortgage loans,
consumer loans, and purchasing investment securities.
The Corporation was organized for the purpose of becoming the
holding company of the Bank. Pursuant to a Plan of Reorganization approved by
the Bank's stockholders, the Corporation's application to the Federal Reserve
Board of Governors requesting approval to become a bank holding company was
approved on September 11, 1984. In accordance with the terms of the Plan of
Reorganization, each share of the Bank's common stock previously outstanding was
automatically converted into one share of the Corporation's common stock and the
Bank became a wholly owned subsidiary of the Corporation. The Corporation's
primary asset is its investment in the Bank. The Corporation's assets also
include an investment portfolio consisting of stock in various financial
institutions. The investment portfolio accounts for less than .25% of the
Corporation's total consolidated assets.
THE QUAKERTOWN NATIONAL BANK
The Bank is a national banking association organized in 1877. The
Bank is chartered under the National Banking Act to engage in the various
activities of a commercial bank and is subject to federal and state laws
applicable to commercial banks.
The Bank is a full-service commercial bank that provides most major
financial services. The Bank's principal office is located in Bucks County,
Pennsylvania. The Bank also operates five other full-service branches, an
operations facility and an administrative office. For more information relating
to the Bank's properties, see Item 2. Properties. The Bank had 115 full-time
employees and 39 part-time employees, at December 31, 1996. There are employees
of the Corporation who are also employees of the Bank.
As of December 31, 1996 the Corporation, on a consolidated basis,
had total assets of $280,447,000, total deposits of $246,744,000, and total
shareholders' equity of $22,775,000.
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MARKET AREA
The Bank's primary market area is Quakertown, Pennsylvania and its
surrounding communities and includes parts of Upper Bucks County, Southern
Lehigh County, and Northern Montgomery County. The Bank is not dependent upon a
single customer, or a few customers, the loss of which would have a material
adverse effect on the Bank.
LENDING ACTIVITIES
General. The Bank offers a variety of loan products to its
customers; including residential real estate mortgages, commercial,
construction, home equity, business, consumer, and student loans. The Bank's
loan portfolio totaled $159,278,000 and $155,957,000 at December 31, 1996 and
1995, respectively. The portfolio represented approximately 56.8% and 56.5% of
the Bank's total assets at December 31, 1996 and 1995, respectively.
Residential Mortgage Loans. The Bank offers primarily 1 and 3 year
adjustable rate mortgages, 7 year balloon mortgages, and 15, 20 and 30 year
fixed rate loans. Since 1984 the Bank has generally sold, without recourse, its
mortgage loans in the secondary mortgage market. During both 1996 and 1995, the
Bank sold primarily only 30 year fixed rate mortgage loans in the secondary
market.
The Bank originates mortgage loans up to a 95% maximum loan-to-value
ratio provided the amount above 80% is covered by private mortgage insurance.
Premiums for private mortgage insurance are paid by the borrower.
All mortgages sold in the secondary market conform to the
loan-to-value ratios and underwriting standards dictated by the secondary
market. A majority of the mortgages are sold to the Federal Home Loan Mortgage
Corporation (Freddie Mac), with servicing retained by the Bank.
The Bank also offers home equity loans and lines of credit which are
included in real estate residential loans. Real estate residential loans in the
aggregate amount of $66,203,000 and $61,339,000 represented 41.4% and 39.2% of
gross loans at December 31, 1996 and 1995, respectively. Aggressive fixed rate
home equity loan promotions during 1996, and the change in strategy in selling
loans in the secondary market account for the increase.
Commercial Loans. The Bank offers commercial loans, including lines
of credit or commitment, term loans, commercial mortgages, letters of credit,
and tax-free loans.
The Bank's commercial and industrial loan portfolio totaled
$22,973,000 and $27,002,000 at December 31, 1996 and 1995, respectively.
Commercial and industrial loans represented approximately 14.4% and 17.3% the
Bank's total gross loans at December 31, 1996 and 1995 respectively.
Commercial real estate loans in the aggregate amount of $57,589,000
and $51,368,000 represented 36.1% and 32.9% of the Bank's gross loan portfolio
at December 31, 1996 and 1995, respectively, while construction loans, including
commercial and residential, totaled $3,640,000 and
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$6,641,000 for the same periods. Commercial real estate loans include all loans
collateralized at least in part by commercial real estate, but may not be for
the expressed purpose of conducting commercial real estate transactions.
Construction, commercial and industrial, and commercial real estate
lending generally entails significant additional risk as compared with
residential mortgage lending. These loans typically involve larger loan balances
to single borrowers or groups of related borrowers.
Consumer Loans. The Bank's consumer loan portfolio totaled
$6,477,000 and $7,538,000 at December 31, 1996 and 1995, respectively. Consumer
loans represented 4.0% and 4.8% of the Bank's total gross loans at December 31,
1996 and 1995, respectively. Consumer loans include automobile loans, student
loans and other consumer type credit not secured by real estate. The decline in
consumer loans is primarily the result of the increased use of home equity loans
which are classified as real estate residential loans.
INVESTMENT ACTIVITIES
At December 31, 1996 and 1995, the Corporation's investment
portfolio, on a consolidated basis, in the aggregate amount of $95,478,000 and
$97,895,000 consisted primarily of U.S. Government and Federal agency
obligations, mortgage-backed securities, and state and municipal securities.
Subject to applicable limits the Bank is also permitted to invest in corporate
bonds and the Corporation is permitted to invest in equity securities. The Bank
accounts for its investments based on Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Investment securities available-for-sale are recorded at market
value with the unrealized holding gain or loss, net of taxes, included in
shareholders' equity, while investment securities held-to-maturity are recorded
at amortized cost. At December 31, 1996 and 1995, the balance of the
available-for-sale portfolio was $52,779,000 and $55,380,000 and the balance of
the held-to-maturity portfolio was $42,699,000 and $42,515,000, respectively.
The Bank views its investment portfolio as a secondary source of
liquidity and stable earnings. Decisions regarding the selection of investments
for the Bank's portfolio are made by the Chief Operating Officer and the Chief
Financial Officer, or either of them, together with one other member of the
asset/liability committee. Decisions on maturity and type of investment are
dictated by the Bank's investment policy as approved annually by the Board of
Directors. To enhance the liquidity and interest rate sensitivity of the
portfolio, the Bank's strategy has been to invest seventy-five percent in short
and medium term U.S. Government and Federal Agency obligations and callable
bonds and twenty-five percent in longer term mortgage-backed securities and
state and municipal securities. The available-for-sale and held-to-maturity
investment portfolios had weighted average maturities of 4 years and 1 month and
3 years and 6 months respectively, at December 31, 1996.
6
SOURCES OF FUNDS
Deposits. The Bank offers a variety of deposit products including
checking accounts, passbook and statement savings, money market accounts, Super
N.O.W. accounts, certificates of deposit, and jumbo certificates of deposit.
Deposits of the Bank are insured up to $100,000 by the Federal Deposit Insurance
Corporation (the "FDIC").
COMPETITION
The Bank competes actively with other commercial banks in its market
area. Competition exists for new deposits, in the scope and type of services
offered, in interest rates on interest-bearing deposits and loans, and in other
aspects of banking. In addition, the Bank, like other commercial banks,
encounters competition from other non-bank financial institutions including
savings banks, savings and loans, insurance companies, credit unions, finance
companies, mutual funds and certain governmental agencies. Furthermore, large
regional and national banks located in Philadelphia and Allentown are active in
servicing companies based in the Bank's market area.
SUPERVISION AND REGULATION
Holding Company Regulation
As a registered holding company under the Bank Holding Company Act,
(the "BHCA"), the Corporation is regulated by the Federal Reserve Board (the
"FRB"). The Corporation is also subject to the provisions of section 115 of the
Pennsylvania Banking Code of 1965.
As a bank holding company, the Corporation is required to file with
the FRB an annual report and such additional information regarding the holding
company and its subsidiary bank as required pursuant to the BHCA. The FRB may
also make examinations of the holding company and its subsidiary. The FRB
possesses cease-and-desist powers over bank holding companies and their non-bank
subsidiaries where their actions would constitute an unsafe or unsound practice
or violation of law.
In addition to the restrictions imposed by the BHCA relating to a
bank holding company's ability to acquire control of additional banks, the BHCA
generally prohibits a bank holding company from (i) acquiring a direct or
indirect interest in, or control of 5% or more of the outstanding voting shares
of any company, and (ii) engaging directly or indirectly in activities other
than that of banking, managing or controlling banks or furnishing services to
subsidiaries. However, a bank holding company may engage in, and may own shares
of companies engaged in, certain activities deemed by the FRB to be closely
related to banking or managing or controlling banks.
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Bank Regulation
The Bank operates as a national bank subject to regulation and
examination by the Office of the Comptroller of the Currency (the "OCC").
The OCC regulates all areas of a national bank's commercial banking
operations including loans, mergers, establishment of branches and other aspects
of operations. The OCC also regulates the level of dividends which can be
declared by the Corporation. See the Corporation's 1996 Annual Report to
Shareholders ("Annual Report"), "Management Discussion and Analysis,"
incorporated by reference herein.
The Bank is also regulated by the Federal Reserve System and the
FDIC. The major function of the FDIC with respect to insured member banks is to
pay depositors to the extent provided by law in the event an insured bank is
closed without adequately providing for payment of the claims of depositors.
FDIC insured banks are subject to certain FDIC requirements designed
to maintain the safety and soundness of individual banks and the banking system.
In addition, the FDIC along with the Comptroller of the Currency and the FRB
have adopted regulations which define and set the minimum requirements for
capital adequacy based on risk. See the Corporation's Annual Report, "Capital
Adequacy," incorporated by reference herein. The FRB, the FDIC and Federal and
State law extensively regulate other various aspects of the banking business,
including, but not limited to, permissible types and amounts of loans,
investments and other activities, branching, interest rates on loans and the
safety and soundness of banking practices.
Environmental Laws. Neither the Corporation nor the Bank anticipate
that compliance with environmental laws and regulations will have any material
effect on capital, expenditures, earnings, or on its competitive position.
However, environmentally related hazards have become a source of high risk and
potentially unlimited liability for financial institutions. Environmentally
contaminated properties owned by an institution's borrowers may result in a
drastic reduction in the value of the collateral securing the institution's
loans to such borrowers, high environmental clean up costs to the borrower
affecting its ability to repay the loans, the subordination of any lien in favor
of the institution to a state or federal lien securing clean up costs, and
liability to the institution for clean up costs if it forecloses on the
contaminated property or becomes involved in the management of the borrower. To
minimize this risk, the Bank may require an environmental examination of and
report with respect to the property of any borrower or prospective borrower if
circumstances affecting the property indicate a potential for contamination,
taking into consideration a potential loss to the institution in relation to the
borrower. Such examination must be performed by an engineering firm experienced
in environmental risk studies and acceptable to the institution, and the cost of
such examinations and reports are the responsibility of the borrower. These
costs may be substantial and may deter prospective borrowers from entering into
a loan transaction with the Bank. The Corporation is not aware of any borrower
who is currently subject to any environmental investigation or clean up
proceeding that is likely to have a material adverse effect on the financial
condition or results of operations of the Bank.
8
In 1995, the Pennsylvania General Assembly enacted the Economic
Development Agency, Fiduciary and Lender Environmental Liability Protection Act
which, among other things, provides protection to lenders from environmental
liability and remediation costs under the environmental laws for releases and
contamination caused by others. A lender who engages in activities involved in
the routine practices of commercial lending, including, but not limited to, the
providing of financial services, holding of security interests, workout
practices, foreclosure or the recovery of funds from the sale of property shall
not be liable under the environmental acts or common law equivalents to the
Pennsylvania Department of Environmental Resources or to any other person by
virtue of the fact that the lender engages in such commercial lending practice.
A lender, however, will be liable if it, its employees or agents, directly cause
an immediate release or directly exacerbate a release of regulated substance on
or from the property, or knowingly and willfully compelled the borrower to
commit an action which caused such release or violate an environmental act. The
Economic Development Agency, Fiduciary and Lender Environmental Liability
Protection Act, however, does not limit federal liability which still exists
under certain circumstances.
Federal Reserve Board Requirements
Regulation D of the FRB imposes reserve requirements on all
depository institutions, including the Bank, that maintain transaction accounts
or non-personal time and savings accounts. These reserves may be in the form of
cash or non-interest bearing deposits with the Philadelphia Federal Reserve
Bank. Under current Regulation D, the Bank must establish reserves equal to 3.0%
of the first $44.9 million of net transaction accounts and 10.0% of the
remainder. The reserve requirement on non-personal savings and time deposits
with an original maturity of less than 18 months is 3.0%. Cash and due from
banks are used as a deduction against the reserve. At December 31, 1996, the
Bank met applicable FRB reserve requirements.
ITEM 2. PROPERTIES
The Bank and Corporation's main office is located at 10 North Third
Street, Quakertown, Pennsylvania. The Bank conducts business from its main
office and five other retail offices located in Upper Bucks, Southern Lehigh,
and Northern Montgomery Counties. The Bank owns its main office, two retail
locations, its operations facility, and the computer facility. The Bank leases
its remaining retail properties. The leases on the properties generally contain
renewal options. Management considers that its facilities are adequate for its
business.
The following table details the Bank's properties:
Location
1) Quakertown, Pa. - Main Office - owned
2) Quakertown, Pa. - Towne Bank Center - owned
3) Quakertown, Pa. - Computer Center - owned
4) Quakertown, Pa. - Country Square Branch - net lease requiring rental
payments of $25,000 per year.
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Location (Cont.)
5) Dublin, Pa. - Dublin Branch - net lease requiring rental payments of
$22,600 per year.
6) Pennsburg, Pa. - Pennsburg Square Branch - net lease requiring
rental payments of $40,000 per year.
7) Coopersburg, Pa. - Coopersburg Branch - owned
8) Perkasie, Pa. - Perkasie Branch - owned
ITEM 3. LEGAL PROCEEDINGS
The information required by Item 3 is incorporated by reference to Note
13 Commitments and Contingencies, to the Consolidated Financial Statements,
appearing on page 35 of the Annual Report to Shareholders which is attached as
Exhibit 13.1.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Corporation had 616 shareholders of record as of March 18, 1997;
however, the Corporation believes, based on the number of annual reports and
proxy statements requested by nominee holders of the Corporation's Common Stock,
that the number of beneficial holders exceeds 680. The other information
required by Item 5 is incorporated by reference to the information appearing
under the caption "Stock Information" on page 39 of the Annual Report to
Shareholders which is attached as Exhibit 13.1.
ITEM 6. SELECTED FINANCIAL AND OTHER DATA
The information required by Item 6 is incorporated by reference to the
information appearing under the caption "Selected Financial and Other Data" on
page 25 of the Annual Report to Shareholders which is attached as Exhibit 13.1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated by reference to the
information appearing under the caption "Management's Discussion and Analysis"
on pages 8 to 24 of the Annual Report to Shareholders which is attached as
Exhibit 13.1.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 and the auditor's report are
incorporated by reference to the Corporation's consolidated financial
statements, on pages 26 to 39 of the Annual Report to Shareholders which is
attached as Exhibit 13.1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The information required by this Item 9 is set forth in the
Corporation's Current Report on Form 8-K, filed with the Commission on June 21,
1996, which Current Report is incorporated herein by reference.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item, relating to directors, executive
officers, control persons is set forth in the sections captioned "Executive
Officers of the Registrant" of the Registrant's definitive Proxy Statement to be
used in connection with the 1997 Annual Meeting of Shareholders, which pages are
incorporated herein by reference.
Section 16(a) Beneficial Ownership Compliance. Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires the Registrant's officers
and directors, and persons who own more than 10 percent of a registered class of
the Registrant's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than 10 percent shareholders are required by SEC
regulation to furnish the Registrant with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Registrant believes that during the period
January 1, 1996 through December 31, 1996, its officers and directors were in
compliance with all filing requirements applicable to them.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference to the
information appearing under the caption "Executive Compensation" in the Proxy
Statement to be used in connection with the 1997 Annual Meeting of Shareholders.
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is incorporated by reference to the
information appearing under the caption "Securities Ownership of Management" in
the Proxy Statement to be used in connection with the 1997 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference to the
information appearing under the caption "Related Transactions" in the Proxy
Statement to be used in connection with the 1997 Annual Meeting of Shareholders.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. Financial Statements
The consolidated financial statements to be included in Part II, Item 8
are incorporated by reference to the 1996 Annual Report to
Shareholders, at pages 26 through 39, which is attached as Exhibit
13.1.
2. Financial Statement Schedules
All schedules applicable to the Registrant are shown in the respective
financial statements or in the notes thereto included in the 1996
Annual Report to Shareholders which is attached as Exhibit 13.1.
3. The following exhibits are incorporated by reference herein or
annexed to this 10-K:
3.1- Registrants Articles of Incorporation, as amended, are
incorporated by reference to Exhibit 3 of Registrant's Current
Report on Form 8-K filed with the Commission on April 30, 1989
"Form 8-K".
3.2- Registrants By-Laws, as amended, are incorporated by reference
to Exhibit 3 of Form 8-K.
4.1- Registrant's specimen certificate of Common Stock is
incorporated by reference to Exhibit 4 of Form 8-K.
10.1- Employment Agreement between the Registrant and Thomas J.
Bisko is incorporated by reference to Exhibit 10(a) of Form
8-K.
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10.2- Salary Continuation Agreement between the Registrant and
Thomas J. Bisko is incorporated by reference to Exhibit 10(b)
of Form 8-K.
10.3- Deferred Compensation Agreement between the Registrant and
Philip D. Miller is incorporated by reference to Exhibit 10(c)
of Form 8-K.
10.4- QNB Corp. Stock Incentive Plan. (Incorporated by reference to
Exhibit 4A to Registration Statement No. 333-16627 on
Form S-8, filed with the Commission on November 22, 1996.)
10.5- QNB Corp. Employee Stock Purchase Plan. (Incorporated by
reference to Exhibit 4B to Registration Statement
No. 333-16627 on Form S-8, filed with the Commission on
November 22, 1996.)
10.6- The Quakertown National Bank Profit Sharing and Section 401(k)
Salary Deferral Plan. (Incorporated by reference to Exhibit 4C
to Registration Statement No. 333-16627 on Form S-8, filed
with the Commission on November 22, 1996.)
13.1- 1996 Annual Report to Shareholders.
21.1- Subsidiaries of the Registrant.
23.1- Consent of KPMG Peat Marwick LLP, filed herewith.
23.2- Independent Auditor's Report and Consent of Coopers & Lybrand
LLP, filed herewith.
(b) Reports on Form 8-K
None
All other schedules and exhibits are omitted because they are not
applicable or because the required information is set out in the financial
statements or the notes thereto.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
QNB Corp.
March 25, 1997
BY: /s/Thomas J. Bisko
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Thomas J. Bisko
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report is signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
/s/Philip D. Miller Chairman of the Board and March 25, 1997
- -------------------------- Director
Philip D. Miller
/s/Thomas J. Bisko President, Chief Executive March 25, 1997
- -------------------------- Officer and Director
Thomas J. Bisko
/s/Robert C. Werner Vice President March 25, 1997
- --------------------------
Robert C. Werner
/s/Bret H. Krevolin Chief Accounting Officer March 25, 1997
- --------------------------
Bret H. Krevolin
/s/Norman L. Baringer Director March 25, 1997
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Norman L. Baringer
/s/Kenneth G. Brown Jr. Director March 25, 1997
- --------------------------
Kenneth G. Brown Jr.
14
SIGNATURES (Continued)
/s/Gary S. Parzych Director March 25, 1997
- ---------------------------
Gary S. Parzych
/s/Donald T. Knauss Director March 25, 1997
- ---------------------------
Donald T. Knauss
/s/Charles M. Meredith, III Director March 25, 1997
- ---------------------------
Charles M. Meredith, III
/s/Henry L. Rosenberger Director March 25, 1997
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Henry L. Rosenberger
/s/Edgar L. Stauffer Director March 25, 1997
- ---------------------------
Edgar L. Stauffer
15