SCHEDULE 14A
(Rule
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment
(Amendment No. [_]o)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the Appropriate Box:
[_] Preliminary Proxy Statement
[_] Confidential for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
(Name
Filed by the Registrant x | ||
Filed by a Party other than the Registrant o | ||
Check the Appropriate Box: | ||
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material Under Rule 14a-12 | |
Mid Penn Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)
Mid Penn Bancorp, Inc.
----------------------------------------------------------------------
(Name
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO OF MID PENN BANCORP, INC.]
Payment of Filing Fee (Check the appropriate box): | ||||
x | No fee required | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials: | |||
o | 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: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
|
March 25, 2002
24, 2003
Dear Shareholders:
It is my pleasure to invite you to attend the 20022003 Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. to be held on Tuesday, April 23, 2002,22, 2003, at 10:00 a.m., prevailing time. The annual meeting will be held at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061.
The Notice of the Annual Meeting and the enclosed proxy statement address the formal business of the meeting. The formal business scheduleagenda includes the election of 4 Class AB Directors and the ratification of the selection of the independent auditors for 2002.2003. At the meeting, management will review the corporation'scorporation’s operations during the past year and will be available to respond to questions.
We strongly encourage you to vote your shares, whether or not you plan to attend the meeting. It is very important that you sign, date and return the accompanying proxy as soon as possible in the postage-paid envelope. If you do attend the meeting and wish to vote in person, you must give written notice to the corporation'scorporation’s Secretary so that your proxy will be superseded by any ballot that you submit at the meeting.
Sincerely,
/s/ Eugene F. Shaffer
Eugene F. Shaffer
Chairman of the Board
[LOGO OF MID PENN BANCORP, INC]
________________________________________
Sincerely, | |||
| |||
Eugene F. Shaffer |
|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 2002
________________________________________
22, 2003
TO THE SHAREHOLDERS OF MID PENN BANCORP, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Mid Penn Bancorp, Inc. will be held at 10:00 a.m., prevailing time, on Tuesday, April 23, 2002,22, 2003, at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061, for the following purposes:
1.To elect 4 Class AB Directors to serve for a 3-year term and until their successors are elected and qualified;
2.To ratify the selection of Parente Randolph, PC, Certified Public Accountants, as the independent auditors for the corporation for the fiscal year ending December 31, 2002;2003; and
3.To transact any other business that may properly come before the annual meeting and any adjournment or postponement of the meeting.
In accordance with the corporation'scorporation’s Bylaws and action of the Board of Directors, only those shareholders of record at the close of business on February 22, 2002,21, 2003, are entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof.
We enclose a copy of the corporation'scorporation’s Annual Report to Shareholders for the fiscal year ended December 31, 2001.2002. You may obtain a copy of the corporation'scorporation’s annual report on Form 10-K including the financial statements and any exhibits for the 20012002 fiscal year, at no cost, by contacting Alan W. Dakey, President and Chief Executive Officer, 349 Union Street, Millersburg, Pennsylvania 17061, telephone: (717) 692-2133.
We urge you to mark, sign, date and promptly return your proxy in the enclosed envelope so that you may vote your shares and in order that we may assure the presence of a quorum. The prompt return of your signed proxy, regardless of the number of shares you hold, will aid the corporation in reducing the expense of additional proxy solicitation. Giving your proxy does not affect your right to vote in person if you attend the meeting and give written notice to the Secretary of the corporation.
By Order | |||
| |||
Eugene F. Shaffer |
Millersburg, Pennsylvania
March 25, 2002
24, 2003
Your vote is important.
To vote your shares, please sign, date and complete the enclosed proxy and mail it promptly in
the enclosed, postage-paid return envelope.
MID PENN BANCORP, INC.
349 UNION STREET
MILLERSBURG, PA 17061
AMEX Trading Symbol: MBP
PROXY STATEMENT
2002
2003 ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 2002
22, 2003
Mailed to Shareholders on or about March 25, 2002
Table of Contents
-----------------
Page | |||
Proxy Statement | |||
1 | |||
•Date, | 1 | ||
•Description of Mid Penn Bancorp, | 1 | ||
•Additional | 1 | ||
2 | |||
•Solicitation and Voting of | 2 | ||
•Quorum and Vote Required for | 3 | ||
•Revocability of | 3 | ||
•Methods of | 3 | ||
4 | |||
4 | |||
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20 | |||
FREQUENTLY ASKED QUESTIONS AND ANSWERS
Q:WHO IS ENTITLED TO VOTE?
A:
A.Shareholders as of the close of business on February 22, 200221, 2003 (the voting record date) are entitled to vote and each share of common stock is entitled to one vote.
Q:HOW DO I VOTE?
A:There are two methods. You may vote by completing and mailing your proxy or by attending the meeting and voting in person. (See page 4 for more details.)
Q:HOW DOES DISCRETIONARY AUTHORITY APPLY?
A:If you sign your proxy but do not make any selections, you give authority to Roberta A. Hoffman, Randall L. Klinger and Patricia A.
Walter,Allen J. Trawitz, as proxy holders, to vote on the two proposals and any other matters that may arise at the meeting.
Q:IS MY VOTE CONFIDENTIAL?
A:Yes. Only the Judges of Elections and the proxy holders have access to your proxy. All comments remain confidential unless you ask that your name be disclosed.
Q:WHO WILL COUNT THE VOTES?
A:Kathy I. Bordner, Kevin W. Laudenslager and Dennis E. Spotts will tabulate the votes and act as Judges of Elections.
Q:WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY?
A:Your shares are probably registered differently or are in more than one account. Sign and return all proxies to ensure that all your shares are voted. If you have all of your accounts registered in the same name and address, you should only receive one set of proxy materials in future years. You may arrange to have your shares registered in the same name and address by contacting the corporation'scorporation’s transfer agent, Wells Fargo Shareowner Services at (800) 468-9716.
Q:WHAT CONSTITUTES A QUORUM?
A:At close of business on February 22, 2002,21, 2003, the corporation had 3,032,4363,033,379 shares of common stock issued and outstanding. A majority of the outstanding shares, present or represented by proxy, constitutes a quorum for the transaction of business at the meeting. If you vote by proxy or in person, we consider your shares as a part of the quorum.
Q:WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND OFFICERS OWN?
A:Approximately 19.34%19.58% of our common stock, as of close of business on February 22, 2002.21, 2003. (See page 16 for more details.)
Q:WHEN ARE THE 20032004 SHAREHOLDER PROPOSALS DUE?
A:As a shareholder, you must submit your proposal in writing by December 24, 2002,29, 2003, to Cindy L. Wetzel, Secretary, Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, Pennsylvania 17061. (See page 20 with regard to director nomination procedures.)
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
MID PENN BANCORP, INC.
APRIL 23, 2002
22, 2003
Date, Time and Place of Annual Meeting
Mid Penn Bancorp, Inc., a Pennsylvania business corporation and registered bank holding company, furnishes this proxy statement in connection with the Board of DirectorsDirectors’ solicitation of proxies to be voted at the annual meeting of shareholders. The annual meeting will be held at Mid Penn Bank, 349 Union Street, Millersburg, Pennsylvania 17061, on Tuesday, April 23, 2002,22, 2003, at 10:00 a.m., prevailing time. The corporation'scorporation’s principal executive office is located at 349 Union Street, Millersburg, Pennsylvania 17061; the telephone number is (717) 692-2133. All inquiries regarding the annual meeting should be directed to Alan W. Dakey, President and Chief Executive Officer of Mid Penn Bancorp, Inc.
Description of Mid Penn Bancorp, Inc.
Mid Penn Bancorp, Inc. became a bank holding company under Pennsylvania law and the Bank Holding Company Act of 1956 on December 31, 1991. Mid Penn Bank is the corporation'scorporation’s wholly-owned subsidiary and is a Pennsylvania chartered commercial bank.
We are mailing a copy of the corporation'scorporation’s Annual Report to Shareholders for the fiscal year ended December 31, 2001,2002, with this proxy statement. You may obtain a copy of the corporation'scorporation’s annual report on Form 10-K including the financial statements and exhibits for the 20012002 fiscal year at no cost by contacting Alan W. Dakey, President and Chief Executive Officer, 349 Union Street, Millersburg, Pennsylvania 17061, telephone: (717) 692-2133.
We have not authorized anyone to provide you with information about the corporation. You should rely only on the information contained in this document or on information to which we refer. Although we believe we have provided you with all the information helpful to you in your decision to vote, events may occur at Mid Penn Bancorp, Inc. subsequent to printing this proxy statement that might affect your decision or the value of your stock.
In accordance with Securities Exchange Act Rule 14a-3(3)(1), Mid Penn Bancorp, Inc., in the future intends to deliver only one annual report and proxy statement to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. This method of delivery is known as "householding"“householding”. Upon written or oral request, Mid Penn Bancorp, Inc. will promptly deliver a separate copy of the annual report or proxy statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. Further, shareholders can notify Cindy L. Wetzel at Mid Penn Bancorp, Inc., 349 Union Street, Millersburg, PAPennsylvania 17061 or by calling (717) 692-2133 and informing us that the's’s annual report or proxy statement, you may request that we deliver only a single copy of annual reports or proxy statements by notifying us at the above address or telephone number.
1
Solicitation and Voting of Proxies
The Board of Directors solicits this proxy for use at the corporation's
2002corporation’s 2003 annual meeting of shareholders. The corporation'scorporation’s directors, officers and bank employees may solicit proxies in person or by telephone, facsimile, telegraphemail or other similar means without additional compensation. The corporation will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any additional material that the corporation sends to its shareholders. The corporation will make arrangements with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation materials to the beneficial owners of stock held by these entities. The corporation will reimburse these third parties for their reasonable forwarding expenses.
Only shareholders of record as of the close of business on February 22,
2002,21, 2003, may vote at the annual meeting. The corporation'scorporation’s records show that, as of the voting record date, 3,032,4363,033,379 shares of common stock were outstanding. On all matters to come before the annual meeting, shareholders may cast one vote for each share held. Cumulative voting rights do not exist with respect to the election of directors. See "Principal Shareholders"“Principal Shareholders” on page 16 for a list of the persons known by the corporation to be beneficial owners of 5% or more of the corporation'scorporation’s common stock.
If your shares are registered directly in your name with Mid Penn Bancorp, Inc.'s’s transfer agent, Wells Fargo Shareowner Services, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the corporation. As the shareholder of record, you have the right to grant your voting proxy directly to the proxy holders or to vote in person at the meeting. The corporation has enclosed a proxy card for your use.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the meeting. However, because you are not the shareholder of record, you may not vote these shares in person at the meeting. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.
By properly completing a proxy, the shareholder appoints Roberta A. Hoffman, Randall L. Klinger and Patricia A. WalterAllen J. Trawitz as proxy holders to vote the shares as indicated on the proxy. Proxy holders will vote any signed proxy not specifying to the contrary as follows:
2
FOR the election of GregoryJere M. Kerwin, Warren A. Miller, Edwin D.
Schlegel,Coxon, Alan W. Dakey, Charles F. Lebo and Eugene F. ShafferGuy J. Snyder, Jr. as Class AB directors for 3-year terms expiring in 2005;2006; and
FOR the ratification of the selection of Parente Randolph, PC, as the corporation'scorporation’s independent auditors for the fiscal year ending December 31, 2002.
2003.
The Board of Directors proposes to mail this proxy statement to the corporation'scorporation’s shareholders on or about March 25, 2002.
24, 2003.
2
Quorum and Vote Required For Approval
In order to hold the annual meeting, a "quorum"“quorum” of shareholders must be present. Under Pennsylvania law and the corporation'scorporation’s Bylaws, the presence, in person or by proxy, of the holders of a majority of the shares entitled to vote is necessary to constitute a quorum for the transaction of business at the meeting. The proxy holders will count votes withheld and abstentions when determining the presence of a quorum for each matter. The proxy holders will not count broker non-votes when determining the presence of a quorum for the particular matter as to which the broker withheld authority.
If a quorum is present, the candidates for director receiving the highest number of votes cast by shareholders will be elected. The proxy holders will not cast votes withheld or broker non-votes for the Board'sBoard’s nominees.
If a quorum is present, ratification of the selection of the independent auditors requires the affirmative vote of a majority of all votes cast by shareholders. Abstentions and broker non-votes are not deemed to constitute "votes cast"“votes cast” and, therefore, do not count either for or against ratification. Abstentions and broker non-votes, however, have the practical effect of reducing the number of affirmative votes required to achieve a majority for the matter by reducing the total number of shares voted from which the required majority is calculated.
Shareholders of record who sign proxies may revoke them at any time before they are voted by:
.
•giving written notice of revocation to Cindy L. Wetzel, Secretary of Mid Penn Bancorp, Inc., at 349 Union Street, Millersburg, Pennsylvania 17061;
.
•executing a later-dated proxy and giving written notice to the Secretary of the corporation; or
.
•voting in person after giving written notice to the Secretary of the corporation.
3
You have the right to vote and, if desired, to revoke your proxy any time before the annual meeting. Should you have any questions, please call Cindy L. Wetzel at (717) 692-2133.
Voting by Proxy
.
•Mark your selections.
.
•Date your proxy and sign your name exactly as it appears on your proxy.
.
•Mail to the corporation in the enclosed, postage-paid envelope.
3
Voting in Person
.
•Attend the annual meeting and show proof of eligibility to vote (including proper identification).
.
•Obtain a ballot.
.
•Mark your selections.
.
•Date your ballot and sign your name exactly as it appears in the corporation'scorporation’s transfer book s.
books.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The corporation'scorporation’s Board of Directors oversees all business, property, and affairs of the corporation. The Chairman and the corporation'scorporation’s officers keep the members of the Board informed of the corporation'scorporation’s business through discussionsmeetings and by providing reports and other materials to the members.
During fiscal 2001,2002, the corporation'scorporation’s Board of Directors held 67 meetings. The bank'sbank’s Board of Directors held 1314 meetings during fiscal 2001.
4
Directors of Mid Penn Bancorp, Inc.
The following table sets forth (in alphabetical order) selected information about the corporation'scorporation’s directors.
Name |
| Director |
| Class of |
| Age as of |
|
|
|
|
| ||||
Jere M. Coxon |
| 1991 |
| B |
| 60 |
|
|
|
|
|
|
|
|
|
Alan W. Dakey |
| 1995 |
| B |
| 51 |
|
|
|
|
|
|
|
|
|
Earl R. Etzweiler |
| 1991 |
| C |
| 69 |
|
|
|
|
|
|
|
|
|
Gregory M. Kerwin |
| 1999 |
| A |
| 52 |
|
|
|
|
|
|
|
|
|
Charles F. Lebo |
| 1991 |
| B |
| 69 |
|
|
|
|
|
|
|
|
|
Warren A. Miller |
| 1991 |
| A |
| 70 |
|
|
|
|
|
|
|
|
|
William G. Nelson |
| 1991 |
| C |
| 67 |
|
|
|
|
|
|
|
|
|
Donald E. Sauve |
| 1999 |
| C |
| 61 |
|
4
Name |
| Director |
| Class of |
| Age as of |
|
|
|
|
| ||||
Edwin D. Schlegel |
| 1991 |
| A |
| 64 |
|
|
|
|
|
|
|
|
|
Eugene F. Shaffer |
| 1991 |
| A |
| 67 |
|
|
|
|
|
|
|
|
|
Guy J. Snyder, Jr. |
| 1991 |
| B |
| 65 |
|
Executive Officers of Mid Penn Bancorp, Inc.
The following table sets forth, as of March 15, 2002,2003, selected information about the corporation'scorporation’s principal officers, each of whom is elected by the Board of Directors and each of whom holds office at the Board'sBoard’s discretion.
Name |
| Position |
| Position Held |
| Age as of |
|
|
|
|
| ||||
Eugene F. Shaffer |
| Chairman |
| 1991 |
| 67 |
|
|
|
|
|
|
|
|
|
Earl R. Etzweiler |
| Vice Chairman |
| 1991 |
| 69 |
|
|
|
|
|
|
|
|
|
Alan W. Dakey |
| President and Chief Executive Officer |
| 2000 |
| 51 |
|
|
|
|
|
|
|
|
|
Kevin W. Laudenslager |
| Treasurer |
| 1998 |
| 39 |
|
|
|
|
|
|
|
|
|
Cindy L. Wetzel |
| Secretary |
| 1991 |
| 41 |
|
Executive Officers of Mid Penn Bank
The following table sets forth, as of March 15, 2002,2003, selected information about the principal officers of Mid Penn Bank, each of whom is elected by the bank'sbank’s Board of Directors and each of whom holds office at the Board'sBoard’s discretion.
Name |
| Position |
| Position Held |
| Employee |
| Age as of |
|
|
|
|
|
| |||||
Eugene F. Shaffer |
| Chairman of the Board |
| 1976 |
| 1969 |
| 67 |
|
|
|
|
|
|
|
|
|
|
|
Alan W. Dakey |
| President and Chief |
| 1994 |
| 1993 |
| 51 |
|
|
|
|
|
|
|
|
|
|
|
Randall L. Klinger |
| Senior Vice President and Senior Credit Officer |
| 1989 |
| 1974 |
| 54 |
|
|
|
|
|
|
|
|
|
|
|
Allen J. Trawitz |
| Executive Vice President |
| 1998 |
| 1998 |
| 56 |
|
|
|
|
|
|
|
|
|
|
|
Kevin W. Laudenslager |
| Vice President and Chief Financial Officer |
| 1997 |
| 1985 |
| 39 |
|
5
Position Held |
| Employee |
| Age as of |
| Since |
| March 15, 2003 |
|
|
|
|
|
| |||||
Eric S. Williams |
| Vice President and Senior Commercial Loan Officer |
| 2001 |
| 2001 |
| 41 |
|
|
|
|
|
|
|
|
|
|
|
Dennis E. Spotts |
| Vice President and Operations Officer |
| 1980 |
| 1973 |
| 49 |
|
|
|
|
|
|
|
|
|
|
|
Michael T. Lehmer |
| Vice President and Senior Trust Officer |
| 2001 |
| 2001 |
| 45 |
|
Committees and Meetings of the Corporation'sCorporation’s Board of Directors
The Board of Directors of the corporation has, at present, no standing
committees.maintains an Audit Committee which jointly serves the corporation and the bank. The corporation does not maintain a compensation or nominating committee; however, the bank maintains a standing committee that performs the functions of a compensation committee. The entire Board meets to discuss the corporation'scorporation’s business.
6
Committees and Meetings of Mid Penn Bank'sBank’s Board of Directors
During 2001,2002, Mid Penn Bank'sBank’s Board of Directors maintained 5 standing committees: Executive, Trust, Audit, Loan and Salary & Personnel. The function of each of these committees is described below.
EXECUTIVE: This committee meets only as needed and acts with limited powers
on behalf of the Board whenever the Board is not in session. Earl
Etzweiler serves as Chairman of this committee.
TRUST:
EXECUTIVE: | This committee meets only as needed and acts with limited powers on behalf of the Board whenever the Board is not in session. Earl Etzweiler serves as Chairman of this committee. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
TRUST: | This committee determines the policies and investments of the
6
Each of the directors attended at least 75% of the total number of Board of Directors meetings and committee meetings for the corporation and the bank during their tenure on the Board in The Board of Directors adopted a written charter for the Audit Committee. As required by the Charter, the Audit Committee, in fulfilling its oversight responsibilities regarding the audit process: •reviewed and discussed the fiscal year •discussed with the independent auditors, Parente Randolph, PC, the matters required to be discussed by Statement on Accounting Standards No. 61 (Codification of Statements on Auditing Standards, AU 380, as amended or supplemented); and •reviewed the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No.1 (Independence Discussions with Audit Committees, as modified or supplemented), and discussed with the independent auditors any relationships that may impact their objectivity and independence. 7 Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, Aggregate fees billed to the corporation and the bank by Parente Randolph, PC, the independent accountants, for audit services rendered during the year ended December 31, This report of the Audit Committee 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, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts. The Audit Committee is comprised of five directors, all of whom are considered
Qualifications and Nomination of Directors The The Board of Directors is divided into 3 classes. Terms of the members of each class expire at successive annual meetings. Currently, Class A consists of 4 directors, Class B consists of 4 directors, and Class C consists of 3 directors. Shareholders will elect 4 Class The proxy holders intend to vote proxies for the election of each of the 4 nominees named below, unless you indicate that your vote should be withheld from any or all of them. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until his or her death, resignation or retirement. 8 The Board of Directors proposes the following nominees for election as Class •Jere M. •Alan W. Dakey •Charles F. •Guy J. Snyder, Jr. A shareholder who intends to nominate an individual for election to the Board of Directors (other than a candidate proposed by the Board of Directors) must notify the Secretary of the corporation in compliance with the requirements of Article 10, Section 10.1 of the The principal occupation and certain other information regarding the nominees for director and other directors is set forth below. You will find information about their share ownership on page 16. Pursuant to the policy of the corporation’s Board, directors who reach the age of 70 prior to the date of the annual meeting may no longer serve on the Board of Directors. Director Miller, having attained the age of 70, will be retiring at the annual meeting, at which time he will become a Director Emeritus. Current Class and Nominees for Class
Board of Directors - Continuing as Directors Class
9
Class
Retiring Class A Director
The Board of Directors recommends that shareholders vote FOR the election of the nominees listed above as Class Compensation of the Board of Directors Directors received no remuneration for attendance at the meetings of the Board of Directors of the corporation. During The Bank maintains a deferred fee plan for outside directors, which enables a director to defer payment of his fees until he leaves the Board. Following are the directors and their respective contributions for 10 In May 1995, the Mid Penn Bank directors adopted a retirement bonus plan. The plan pays a retirement bonus to directors who voluntarily retire from service, or who have attained the SALARY & PERSONNEL COMMITTEE The The compensation of the The committee does not deem Section 162(m) of the Internal Revenue Code to be applicable to the corporation at this time. The committee intends to monitor the future application of Section 162(m) to the compensation paid to its executive officers and, in the event that this section becomes applicable to the corporation, the committee intends to amend the Chief Executive Officer Compensation The Board of Directors determined the 11 correlation exists between the Chief Executive Executive Officer Compensation The committee bases compensation increases to executive officers on subjective analysis of each •the •return on assets; •return on equity; •market share; •total assets; and •loans. Although performance and increases in compensation were measured by these factors, among others, no direct correlation exists between any specific criterion and an Individuals are reviewed annually on a calendar basis. Total compensation opportunities available to bank employees are influenced by general market conditions, specific individual responsibilities, and the Salary & Personnel Committee
COMPENSATION COMMITTEE INTERLOCKS Mr. Alan W. Dakey, President and Chief Executive Officer of the corporation, is a member of the 12 Information concerning the annual cash and non-cash compensation paid, awarded or earned for services in all capacities to the corporation and the bank for the fiscal years ended December 31, 2002, 2001 and 2000 SUMMARY COMPENSATION TABLE
(1)Salary includes annual Board of Directors fees of $7,000 paid to Mr. Dakey in 2002, 2001 (2)Mr. (3)Includes (4)Includes compensation of $20,000 for 2002, 2001 and 2000, which Mr. Dakey elected to defer pursuant to (5)Includes (6)Includes $6,497, $6,241 and (7)The bank maintains a salary continuation plan for Mr. Dakey upon his retirement. The value of the (8)Life insurance coverage of two times the final salary is being provided to Mr. Dakey under an endorsement split dollar arrangement. The economic value of his respective life insurance coverage for 2002, 2001 and 2000 is $458, $416 and The corporation does not maintain any equity compensation plans. In January 1999, the corporation, the bank and the executive Alan W. Dakey entered into a change of control agreement. The agreement defines certain severance benefits the corporation and the bank will pay to the named executive in the event of a change of control. The benefits were granted in order to recognize the past and present service of the executive and to provide incentive for his continued valued service. The agreement continues until such time as either party gives the other written notice of termination of employment with, or without, cause. The agreement is not intended to affect the employment status of the executive in the absence of a change of control. 13 In the event of a change of control, the executive is entitled to receive an annual payment equal to his normal retirement benefit and that benefit is payable for 15 years in equal monthly installments, commencing with the month following normal retirement age. Profit Sharing Retirement Plan The corporation does not maintain a pension plan. The bank, however, maintains the Employee Profit Sharing Retirement Plan, created in 1949 and restated in 1994, which covers all bank employees who The annual contribution is determined by the Distributions under the plan can be made to participating employees upon retirement, either normal or early retirement as defined in the plan, at death or disability of the participating employee or upon severing employment if either partially or fully vested. The plan provides for Management cannot determine the extent of the benefits that any participating employee may be entitled to receive under the plan on the date of termination of employment because the amount of the benefits is dependent, among other things, upon the Contributions the bank paid to the plan were Effective January 1, 1998, the Board of Directors adopted the Mid Penn Bank Employee Stock Ownership Plan for all bank employees and its subsidiaries who satisfy length of service requirements. Participants do not contribute to the plan. Each year the bank may, in its 14 discretion, contribute to the ESOP. In CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Neither the corporation nor the bank have entered into any material transactions, proposed or consummated, with any director or executive officer of Mid Penn Bancorp, Inc. or Mid Penn Bank, or any associate of the foregoing persons. The corporation and the bank have engaged in and intend to continue to engage in banking and financial transactions in the ordinary course of business with directors and officers and their associates on comparable terms with similar interest rates as those prevailing from time to time for other customers. Total loans outstanding from the corporation and the bank at December 31, During BENEFICIAL OWNERSHIP OF The following table sets forth, as of February
______________ (1) 15 Share Ownership by the Directors, Officers and Nominees The following table sets forth, as of February
_______________ (1) 16 (2)Includes 1,546 shares held by Mr. (3)Includes (4)Shares held jointly by Mr. Kerwin and his spouse. (5)Includes 10,662 shares held jointly by Mr. Lebo and his spouse. (6)Shares held jointly by Mr. Miller and his spouse. (7)Includes (8)Shares held jointly by Mr. Sauve and his spouse. (9)Shares held jointly by Mr. Schlegel and his spouse. (10)Includes 6,332 shares held jointly by Mr. Shaffer and his spouse. Mr. Shaffer is the trustee of four trusts, held for the benefit of various family members, which hold a total of (11)Includes COMPLIANCE WITH SECTION 16(a) REPORTING Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that officers and directors, and persons who own more than 10% of a registered class of the Based solely on our review of the copies of these forms, or written representations from certain reporting persons that no Forms 5 were required for those persons, Mid Penn Bancorp, Inc. believes that during the period from January 1, 17 SHAREHOLDER RETURN PERFORMANCE GRAPH Set forth below is a line graph comparing the yearly change in the cumulative total shareholder return on Mid Penn Bancorp, Inc. Mid Penn Bancorp, Inc.
*Mid-Atlantic Custom Peer Group consists of Mid-Atlantic commercial banks with assets less than Source: SNL Financial, L.C. 18 1. ELECTION OF CLASS Nominees for election are: •Jere M. •Alan W. Dakey (director since •Charles F. Lebo (director since 1991) •Guy J. Snyder, Jr. (director since 1991) Cumulative voting rights do not exist with respect to the election of directors. The majority of shares present, in person or by proxy, and entitled to vote at the annual meeting, must vote in the affirmative to elect a director. The Board of Directors recommends a vote FOR the election of the 4 nominees listed above as Class 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS. The Board of Directors of the corporation believes that Parente In the event that the shareholders do not ratify the selection of Parente Randolph as independent auditors for the The majority of shares present, in person or by proxy, and entitled to vote at the annual meeting, must vote in the affirmative to ratify Parente Randolph as independent auditors for The Board of Directors recommends a vote FOR the ratification of Parente Randolph, PC as independent auditors. 19 SHAREHOLDER PROPOSALS FOR In order for a shareholder proposal to be considered for inclusion in Mid Penn Bancorp, Inc. OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING The Board of Directors knows of no matters other than those discussed in this proxy statement or referred to in the accompanying Notice of Annual Meeting of Shareholders that properly may come before the annual meeting. However, if any other matter should be properly presented for consideration and voting at the annual meeting or any adjournments of the meeting, the persons named as proxy holders will vote the proxies in what they determine to be the best interest of Mid Penn Bancorp, Inc. 20 MID PENN BANCORP, INC. PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL The undersigned hereby constitutes and appoints Roberta A. Hoffman, Randall L. Klinger and 1.ELECTION OF 4 CLASS Jere M. The Board of Directors recommends a vote FOR these nominees.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT 2.RATIFICATION OF THE SELECTION OF PARENTE RANDOLPH, PC, CERTIFIED PUBLIC ACCOUNTANTS, AS THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31,
The Board of Directors recommends a vote FOR this proposal. 3.In their discretion, the proxy holders are authorized to vote upon such other business as may properly come before the meeting and any adjournment or postponement of the meeting. THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO MID PENN BANCORP, INC. IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
