-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PV21bRWtyj7XiL9HGRxK00w1zXIVkn72LIW6a8ma5ka+yG8Gmf4iTR9uLfOSTDck keQI5xhgj0jlQo9zBOk8uw== 0001018712-97-000003.txt : 19970327 0001018712-97-000003.hdr.sgml : 19970327 ACCESSION NUMBER: 0001018712-97-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970321 DATE AS OF CHANGE: 19970326 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY FINANCIAL CORP CENTRAL INDEX KEY: 0000820414 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 251553790 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17416 FILM NUMBER: 97560962 BUSINESS ADDRESS: STREET 1: ONE CENTURY PL CITY: ROCHESTER STATE: PA ZIP: 15074 BUSINESS PHONE: 4127741872 DEF 14A 1 CENTURY FINANCIAL CORPORATION Rochester, Pennsylvania 15074 March 21, 1997 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS APRIL 28, 1997 TO THE SHAREHOLDERS: Notice is hereby given that the Annual Meeting of the Shareholders of Century Financial Corporation will be held at the Beaver Valley Country Club, Patterson Heights, Beaver Falls, Pennsylvania, on Monday, April 28, 1997, at 11:00 A.M., for the purpose of considering and voting upon the following: 1. ELECTION OF DIRECTORS. Election of four persons to serve as directors for a term expiring at the annual meeting of shareholders in 2000. 2. RATIFICATION OF APPOINTMENT OF PUBLIC ACCOUNTANTS. Ratification of appointment of independent public accountants to audit the financial statements of the Corporation and its subsidiary for the 1997 fiscal year. 3. OTHER BUSINESS. Whatever other business may be brought before the meeting or any adjournment thereof. Only those shareholders of record at the close of business on March 7, 1997 will be entitled to notice of and to vote at the meeting. There are enclosed herewith a Proxy Statement and form of Proxy. We urge you to sign and return the Proxy as promptly as possible whether or not you plan to attend the meeting in person. If you do attend the meeting, you may then withdraw your Proxy. In any event, you may revoke your Proxy prior to its exercise. By Order of the Board of Directors /s/ Joseph N. Tosh II ----------------------------------- Joseph N. Tosh II President and Chief Executive Officer JNTII:ajr PROXY STATEMENT for Annual Meeting of Shareholders CENTURY FINANCIAL CORPORATION One Century Place Rochester, Pennsylvania 15074 GENERAL INFORMATION The enclosed Proxy is being solicited by the Board of Directors of Century Financial Corporation (the "Corporation") for use at the Annual Meeting of Shareholders of the Corporation to be held Monday, April 28, 1997 at 11:00 A.M. at the Beaver Valley Country Club, Patterson Heights, Beaver Falls, Pennsylvania and for use at any adjournment or adjournments thereof. The Proxy may be revoked at any time prior to its exercise by written notice of revocation sent to the Secretary of the Corporation at the above address, or by a duly-executed Proxy bearing a later date, provided such notice or later Proxy is received prior to the meeting. Shareholders who attend the meeting may withdraw their Proxy and vote in person. The costs of solicitation of Proxies will be borne by the Corporation. In addition to the use of the mails, directors and officers may solicit Proxies, without additional compensation, by telephone, telegraph or personal interview. Arrangements may be made by the Corporation with banks, brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to beneficial owners held by them of record, and the Corporation may reimburse them for reasonable expenses they incur in so doing. The close of business on March 7, 1997 has been fixed as the record date for the determination of Shareholders entitled to notice of and to vote at the Annual Meeting. As of that date the Corporation had outstanding 3,364,015 shares of Century Financial Corporation Common Stock. Holders of Common Stock are entitled to one vote for each share of Common Stock held. Under the Company's Articles, the Shareholders do not have cumulative voting rights in the election of directors. The Corporation is a Pennsylvania business corporation and is registered with the Federal Reserve Board as a bank holding company. Its wholly-owned subsidiary is Century National Bank and Trust Company. The Annual Report to Shareholders for the fiscal year ended December 31, 1996, is enclosed with this Proxy Statement. It should not be regarded as Proxy solicitation material. Page 1 PRINCIPAL BENEFICIAL OWNERS OF COMMON STOCK As of February 14, 1997, there were no shareholders of the Corporation of record or known by the Board of Directors to be the beneficial owner of more than 5% of the Corporation's Common Stock. As of February 14, 1997, the Trust Department of the Bank held, in various fiduciary capacities, 101,772 shares of the Corporation's Common Stock. Management does not exercise voting power over these shares. Under the proxy rules of the Securities and Exchange Commission ("SEC"), a person who directly or indirectly has or shares voting power and/or investment power with respect to a security is considered as a beneficial owner of the security. Investment power includes the power to dispose of or to direct the disposition of shares. Shares as to which voting power and/or investment power may be acquired within 60 days are also considered as beneficially owned under these proxy rules. The following table sets forth information with respect to the beneficial ownership of shares of the Corporation's Common Stock as of the close of business on February 14, 1997 by (i) the directors of the Corporation, (ii) the Chief Executive Officer and Chief Financial Officer, the "Named Officers," and (iii) all directors and principal officers of the Corporation as a group. Unless otherwise indicated in the footnotes to the table, each person named and all directors and principal officers as a group have sole voting power and sole investment power with respect to the shares. All persons named in the table are directors of the Company except for Donald A. Benziger who is Senior Vice President, Chief Financial Officer and Corporate Secretary. Shares of Name of Individual Corporation Common Percent or Identity of Group Stock Owned Of Class - - -------------------- ------------------ -------- Elvin W. Batchelor(3)(9) 38,602 1.10% Robert F. Garvin, Jr.(2)(9) 10,257 .29% Del E. Goedeker (8)(9) 40,515 1.15% A. Dean Heasley(1)(2)(9) 44,162 1.26% Charles I. Homan (9) 3,091.5 .09% Harry J. Johnston(1)(2)(3)(9) 144,163 4.10% Z. John Kruzic (9) 24,563 .70% Wayne S. Luce(2)(9) 76,269 2.09% Sister Mary Thaddeus 1,897 .05% Markelewicz (6)(9) Gino E. Martinetti(4)(9) 9,861 .28% Thomas K. Reed(1)(2)(3)(5)(9) 37,377.8 1.06% Harold V. Shank, Jr.(1)(9) 11,862.5 .34% Joseph N. Tosh II(2)(3)(9) 160,512 4.56% Donald A. Benziger (2)(7)(9) 23,361.5 .66% All Nominees, Directors and 709,367 20.2% Principal Officers (1)(2)(3)(4)(5) of the Corporation and the (6)(7)(8)(9) Bank as a Group (22 persons) (1) In the case of A. Dean Heasley, Harry J. Johnston, Thomas K. Reed, Harold V. Shank, Jr., and all directors and principal officers as a group, including such persons, includes 33,063, 107,025, 13,833, 4,819.1 and 161,306.5 shares, respectively, held jointly with their wives, as to which voting power and investment power are shared. (2) Includes shares held of record in the names of their spouse: Robert F. Garvin, Jr., 100 shares; A. Dean Heasley, 4,322 shares; Harry J. Johnston, 4,838 shares; Wayne S. Luce, 28,800 shares; Thomas K. Reed, 2,016 shares; Joseph N. Tosh II, 45,953 shares; Donald A. Benziger, 1,154.9 shares; and all nominees, directors and principal officers as a group, 88,260.6 shares. Page 2 (3) Includes 25 shares held by Harry Johnston as Trustee for his nephew; 16,200 shares held by Thomas K. Reed as Trustee for his mother; 34,045 shares held by Joseph Tosh II as Trustee of his sister's trust; and all nominees, directors and principal officers as a group, including such persons, 50,270 shares. (4) In the case of Gino Martinetti, includes 3,600 shares held jointly with his children as to which voting power and investment power are shared, and all nominees, directors and principal officers as a group, including Mr. Martinetti, 3,782.9 shares. (5) In the case of Thomas K. Reed, includes 1,152 and 1,182.8 shares held respectively by his son and daughter who continue to reside with Mr. Reed; and all nominees, directors and principal officers as a group, including Mr. Reed, 2,334.8 shares. (6) In the case of Sister Mary Thaddeus Markelewicz, includes 1,500 shares held in the name of The Felician Sisters of Pennsylvania. (7) In the case of Donald A. Benziger, includes 480.5 shares held by his spouse as custodian of their two children. (8) In the case of Del E. Goedeker, includes 13,080 shares held in the Goedeker Foundation for which he has voting power. (9) In the case of Elvin Batchelor, Robert F. Garvin, Jr., Del Goedeker, A. Dean Heasley, Charles I. Homan, Harry Johnston, John Kruzic, Wayne Luce, Sister Mary Thaddeus Markelewicz, Gino Martinetti, Thomas Reed, Harold Shank, Joseph Tosh II, Donald A. Benziger and all nominees, directors and principal officers as a group, including such persons, includes 1022,157, 3075, 1437, 1177, 1751, 2201, 3313, 397, 1285, 2994, 541, 37190, 21726, and 149,822 shares, respectively, covered by stock options granted and exercisable under the Corporation's stock option plan. In computing the percentage of ownership for each nominee, director and principal officer and the group, the shares covered by the exercisable stock options held by such nominee, director, principal officer or the group, are deemed outstanding. In calculating the percentage of class owned, the total number of shares issued and outstanding have been increased to reflect the number of shares that would be outstanding if these options were exercised. ELECTION OF DIRECTORS Four Directors will be elected at the Annual Meeting to serve until the Annual Meeting of Shareholders in 2000. The Board of Directors recommends a vote FOR the election of the four nominees named in the table below, each of whom has consented to be named as a nominee and to serve if elected. Unless authority to so vote is withheld, it is intended that Proxies solicited by the Board will be voted for the election of the four nominees named. The four persons receiving the highest number of votes will be elected. The table sets forth certain information about the nominees, each of whom is presently a member of the Board, and about the other directors whose terms of office will continue after the Annual Meeting, all of whom were elected by the Shareholders. In the event that at the date of the Annual Meeting any of the nominees should for any reason not be available for election, the Proxies received will be voted for the election of the other nominees and such substitute nominees as shall be designated by the Board. There are no family relationships among the persons listed below or with any principal officers. Page 3
Directorship Principal Occupation Director in Other Reporting Name, Age For Past Five Years(1) Since(2) Companies - - --------- ---------------------- -------- ------------------ NOMINEES FOR A TERM EXPIRING IN 2000: Robert F. Garvin, Jr., 57 President, Bob Garvin 1995 None Agency; Regional Manager, Prudential Preferred Realty Charles I. Homan, 53 President & CEO 1994 Michael Baker Michael Baker Corp. Corporation Wayne S. Luce, 83 President of Reed, Luce, 1952 None Tosh, Wolford & Douglas, Inc. (law firm) Sister Mary Thaddeus Executive Director, 1995 None Markelewicz, 51 McGuire Memorial Home CONTINUING DIRECTORS WITH A TERM EXPIRING IN 1998: Elvin W. Batchelor, 88 President of Batchelor 1966 None Brothers, Inc. (funeral home) A. Dean Heasley, 76 Retired since 1987; 1958 None formerly President & CEO of Century National Bank & Trust Company Z. John Kruzic, 68 Retired since 1987; 1982 None formerly General Manager of D & CBU Components Division, Westinghouse Electric Corp. Harold V. Shank, Jr., 64 President of Shank Bus 1977 None Company, Inc. CONTINUING DIRECTORS WITH A TERM EXPIRING IN 1999: Del E. Goedeker, 56 Vice President - Corporate 1982 None Development, Tuscarora, Inc. Harry J. Johnston, 64 Retired since 1985; formerly President 1966 None of National Bank of Beaver County Thomas K. Reed, 59 President of Baumgard & 1970 None Reed, Inc. (insurance broker) Joseph N. Tosh II, 55 President & Chief Executive 1986 None Officer of the Holding Company, and the Bank
[FN] (1) All of the Directors and nominees have held the positions indicated or another senior executive position with the same entity or one of its affiliates or predecessors for the past five years with the exception of Del E. Goedeker who retired in 1996 from the position of President & Treasurer, Vesuvius/McDanel and CFO/VP-The Americas Vesuvius Companies Group. (2) Reflects the earlier of the first year as a Director of the Corporation or of Century National Bank & Trust Company, a subsidiary of the Corporation, or one of its affiliates or predecessors. The Board of Directors of the Corporation met six times during 1996, including four times for the purpose of declaring dividends. During 1996 the Board of Directors of the Bank met thirteen times. All Directors attended 75% or more of the aggregate number of meetings of the Board of Directors and of the various committees on which he or she serves. Page 4 COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors of Century Financial Corporation has no designated separate committees. The following are committees of the Board of Directors of the subsidiary, Century National Bank and Trust Company. Audit and Compliance Committee: The Audit and Compliance Committee consists of five directors, including the President who is an ex-officio member, appointed annually by the Chairman of the Board. Members of the Committee are: A. Dean Heasley (Chairman) Gino E. Martinetti Elvin W. Batchelor Joseph N. Tosh II Harry J. Johnston The Audit and Compliance Committee met four times during 1996. The function of the Audit and Compliance Committee is to supervise the internal audit activities of the Bank and to supervise and to direct the Bank's auditors. The Committee ensures that the Bank's activities are being conducted in accordance with law and the banking rules and regulations established by the Comptroller of the Currency, other regulatory and supervisory authorities, and in conformance with established policy. In addition, the Audit and Compliance Committee recommends to the Board of Directors the services of a reputable certified public accounting firm; and the Board of Directors then approves the certified public accounting firm, which action is ratified at the Annual Shareholders Meeting. The Committee receives and reviews the reports of the certified public accounting firm and presents them to the Board of Directors with comments and recommendations. Executive Committee: The Executive Committee consists of six directors appointed annually by the Chairman of the Board. Members of the committee are: Del E. Goedeker (Chairman) Wayne S. Luce Charles I. Homan Thomas K. Reed Z. John Kruzic Joseph N. Tosh II The Executive Committee met twenty-nine times during 1996. The function of the Executive Committee is to formulate recommendations regarding policies and procedures to the Board of Directors. The Executive Committee possesses and may exercise all the executive and supervisory powers of the entire Board of Directors in the interim between meetings of the Board of Directors, but subject to such restrictions and instructions as may from time to time be made and given to the Executive Committee by the Board of Directors and except as the Bylaws otherwise provide. Problem Loan Committee: The Problem Loan Committee consists of four directors appointed annually by the Chairman of the Board. Members of the Committee are: Harold V. Shank, Jr. Robert F. Garvin, Jr. (Chairman) Joseph N. Tosh II Wayne S. Luce The Problem Loan Committee met twelve times during 1996. The function of the Problem Loan Committee is to review the status of all delinquent loans, as well as loans on the Bank's "watch" list. Trust Investment Committee: The Trust Investment Committee consists of five directors appointed annually by the Chairman of the Board. Members of the committee are: A. Dean Heasley Sister Mary Thaddeus Markelewicz Thomas K. Reed (Chairman) Joseph N. Tosh II Harold V. Shank, Jr. The Trust Investment Committee met twelve times during 1996. The function of the Trust Investment Committee is to review each trust account on an annual basis and to review and approve the Trust Department's investment recommendations. Page 5 Strategic Planning Committee: The Strategic Planning Committee was established in 1996 and consists of five directors and six officers of the Bank who will be appointed annually by the Chairman of the Board. Members of the committee are: Robert F. Garvin, Jr. C. David Becker Del E. Goedeker Donald A. Benziger Charles I. Homan (Chairman) Charles D. Price, Jr. Sr. Mary Thaddeus Markelewicz E.C. Schaffnit Joseph N. Tosh II Allen R. Spring Mary E. Welch The Strategic Planning Committee met eight times during 1996. The function of the Strategic Planning Committee is managing the long-range planning process, setting goals/objectives, and monitoring results. Property Committee: The Property Committee consists of four directors appointed annually by the Chairman of the Board. Members of the committee are: Z. John Kruzic (Chairman) Harold V. Shank, Jr. Thomas K. Reed Joseph N. Tosh II The Property Committee meets on an as-needed basis with reference to new banking facilities. During 1996, the committee was active in the planning of the future site of the new Cranberry Branch, including purchase of the land, choosing an architect and general contractor, etc. It will remain active on this project through its completion. Page 6 EXECUTIVE COMPENSATION COMPENSATION OF DIRECTORS There was no compensation paid by the Holding Company to any Director or Executive Officer during 1996; remuneration was paid to Directors by the Corporation's subsidiary, Century National Bank and Trust Company. During the year 1996, members of the Board of Directors of Century National Bank & Trust Company, excluding Joseph N. Tosh II as an officer of the Bank, were compensated at the rate of $625 per month with the Chairman receiving $937.50 per month. Members of the Executive Committee and Problem Loan Committee, excluding Joseph N. Tosh II as an officer of the Bank, received $150 per meeting attended, with the Chairman receiving $225 per meeting attended; members of the Audit & Compliance Committee, Trust Investment Committee, Strategic Planning Committee and Building Committee, excluding Joseph N. Tosh II, C. David Becker, Donald A. Benziger, Charles D. Price, Jr., E.C. Schaffnit, Allen R. Spring and Mary E. Welch as officers of the Bank, received $90 per meeting attended, with the Chairman receiving $135 per meeting attended. Total directors' fees during 1996 amounted to $151,597.50. COMPENSATION OF EXECUTIVE OFFICERS The following persons are considered to be principal officers by virtue of their position with the Corporation or the Bank: Name and Business Position Age Experience (1) - - -------- --- -------------- Joseph N. Tosh II 55 President and Chief Executive Officer of the Corporation and the Bank Donald A. Benziger 43 Sr. Vice President, Chief Financial Officer and Corporate Secretary of the Corporation and the Bank Edwin C. Schaffnit 47 Sr. Vice President of the Bank C. David Becker 38 Vice President of the Bank Colleen O. Butterfield 45 Vice President of the Bank Wayne A. Grinnik 46 Vice President of the Bank Charles D. Price, Jr. 57 Vice President of the Bank James L. Sisley 53 Vice President of the Bank Allen R. Spring 58 Vice President of the Bank Mary E. Welch 60 Vice President of the Bank [FN] (1) Each of the above persons has held a principal position with the Corporation or the Bank for the past five years except Mr. Sisley who was a Vice President of First Western Bancorp until March 9, 1993. Page 7 The following table sets forth the cash compensation paid or to be paid for services rendered to the Named Officers: SUMMARY COMPENSATION TABLE
Long-Term Compensation Awards Other Annual -------------- All Other Name & Principal Fiscal Salary Bonus Compensation Granted Compensation Position Year $ $ $(4) Shares(5) $9 - - ------------------ ------- -------- --------- ---------- -------------- ---------- Joseph N. Tosh II 1996 $135,426 $47,000(1) --- 8,976(6) $15,696 President & CEO 1995 $130,217 $43,000(2) --- 9,147(7) $13,359 1994 $125,209 $31,050(3) --- 7,347(8) $ 8,709 Donald A. Benziger 1996 $ 88,760 $30,000(1) --- 5,842(6) $10,287 SVP, Chief Financial Officer 1995 $ 85,346 $26,000(2) --- 5,685(7) $ 8,756 Corporate Secretary 1994 $ 80,515 $19,800(3) --- 4,664(8) $ 5,600
[FN] (1) 1996 bonus accrued in 1996, but paid in 1997 (2) 1995 bonus accrued in 1995, but paid in 1996 (3) 1994 bonus accrued in 1994, but paid in 1995 (4) The dollar value of perquisites and other personal benefits is required to be disclosed under this column if the amount for any executive officer equals or exceeds the lessor of $50,000 or 10% of the compensation reported for the executive officer in the Cash Compensation Table. (5) Represents the number of shares of the Corporation's Common Stock for which stock options were granted under the Corporation's Stock Option Plan. (6) Stock options granted 1/1/96 with 33% exercisable effective 1/1/96, 33% effective 1/1/97 and 33% effective 1/1/98 (7) Stock options granted 1/1/95 with 33% exercisable effective 1/1/95, 33% effective 1/1/96 and 33% effective 1/1/97 (8) Stock options granted 1/1/94 with 33% exercisable effective 1/1/94, 33% effective 1/1/95, and 33% effective 1/1/96 (9) This column represents employer contributions for the accounts of the Named Officers under the Corporation's Profit Sharing Plan. STOCK OPTIONS. The present Stock Option Plan was ratified by the Shareholders in April, 1993 and permits the grant of Options of 268,964 shares of Common Stock to principal officers and 67,241 shares of Common Stock to directors, adjusted for a 20% Stock Dividend paid January 31, 1995. For any fiscal year in which the Corporation achieves its goal of budgeted earnings (in dollars), the number of shares of Stock to which each option pertains is as follows: (a) for each executive officer and each director, the number of shares will equal 75% of total cash compensation for the given fiscal year divided by the purchase price of the shares; (b) for each Vice President, the number of shares will equal 50% of total cash compensation for the given fiscal year divided by the purchase price of the shares. If the number of shares determined under this formula is not a whole number, the number of shares will be rounded up to the next whole number. The purchase price for Stock under each option shall be the closing price on the Nasdaq market on the December 31st preceding the date that an Option is granted. After Shareholder ratification, Stock Options were awarded retroactive to January 1, 1993. Options have been awarded each year since, exercisable at 33% during the grant year, and 33% over each of the following two years. Unexercised Options have an expiration date ten years from the date the options were awarded. Page 8 The following tables set forth information with respect to options granted to and exercised by Named Officers in 1996:
OPTION GRANTS TO EXECUTIVE OFFICERS IN 1996 FISCAL YEAR Potential Realizable Potential Realizable Value at Assumed 5% Value at Assumed 10% % of Total Options Exercise Annual Rate of Stock Annual Rate of Stock Options Granted to Price Per Expiration Price Appreciation for Price Appreciation for Name Granted (1) Employees in 1995 Share Date Option Term Option Term - - -------------------------------------------------------------------------------------------------------------------------------- Joseph N. Tosh II 8,976 21.09% $13.50 12/31/05 $66,807 $164,550 Donald A. Benziger 5,842 13.72% $13.50 12/31/05 $43,481 $107,097 (1) The number of options listed represent those awarded 1/1/96. As of 1/1/97, 2/3 of above-granted options were exercisable at the option of the holder.
AGGREGATED OPTION EXERCISES BY EXECUTIVE OFFICERS IN 1996 AND FISCAL YEAR-END OPTION VALUES Value of Unexercised Shares Number of Unexercised In-the-Money Options Acquired Value Options at Year-End at Year-End Name On Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (1) - - -------------------------------------------------------------------------------------------------------- Joseph N. Tosh II -0- $ -0- 28,525/9,033 $149,391/$34,359 Donald A. Benziger -0- $ -0- 16,196/5,789 $82,600/$21,967 (1) The value of unexercised in-the-money options is calculated by determining the difference between the fair market value of the securities underlying the options at year-end and the exercise price of the options.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION Century National Bank and Trust Company does not have a Compensation Committee as such. During 1996 the Executive Committee, comprised of Del E. Goedeker, Charles I. Homan, Wayne S. Luce, Z. John Kruzic, Thomas K. Reed, and Joseph N. Tosh II, acting in the capacity of a Compensation Committee, approved raises and officer bonuses for recommendation to the full Board of Directors. At the beginning of December of each year, the Committee meets to review financial data, including projected year-end earnings. As a result of findings at their meeting in December, 1996, the Committee set aside a pool of funds for salary increases. Increases granted Mr. Tosh II and Mr. Benziger are determined by the Executive Committee and ratified by the Board of Directors. Management of the Bank determines the percentage of raises for all other employees based upon individual performance and contribution. The bonus pool was set by formula as a percentage of after-tax earnings, with bonuses being paid to each officer based upon their individual performance and contribution. Officer bonuses were not paid until the Corporation's statements were certified by its outside accounting firm, S. R. Snodgrass, A.C.; that is to say, bonuses earned during 1996 were paid during the first quarter of 1997. Page 9 SHAREHOLDER RETURN PERFORMANCE PRESENTATION Set forth below is a line graph comparing the yearly percentage change in the cumulative total shareholder return on the Corporation's common stock against the cumulative total return of the S&P Composite-500 Stock Index and the S&P Regional Bank Index for the period of five fiscal years commencing December 31, 1991 and ending December 31, 1996. SHAREHOLDER RETURN PERFORMANCE ------------------------------ Comp. Of 5-Yr. Cumulative Total Return (Performance Graph belongs in this area) Company/Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 - - ------------- -------- -------- -------- -------- -------- -------- Corporation 100.0 105.6 126.1 133.1 148.2 192.6 S&P 500 100.0 104.5 111.8 110.1 147.7 177.6 S&P Regional Bank Index 100.0 123.5 126.9 115.7 175.5 232.4 Assumes $100 invested on December 31, 1991 in Century stock, S&P 500 and S&P Regional Banks Index. Total return assumes reinvestment of dividends. Page 10 BENEFIT PROGRAMS RETIREMENT PLAN The Corporation maintains a noncontributory retirement plan covering all eligible employees of its subsidiary, Century National Bank & Trust Company. An employee becomes fully vested in the plan after five years of service. Normal retirement is at sixty-five (65) years of age. The plan is a defined benefit plan whereby, upon retirement, an employee receives one percent of the first $500 of average compensation plus 1.5 percent of average compensation in excess of $500 for each year of service up to a maximum compensation of $150,000. The following table sets forth the estimated annual benefits payable on retirement at age 65 by a participating employee, assuming final average earnings as shown. Average Annual Annual Benefits upon Retirement Earnings with Years of Service Indicated 5 10 15 20 25 30 35 - -- -- -- -- -- -- $10,000 $ 600 $ 1,200 $ 1,800 $ 2,400 $ 3,000 $ 3,600 $ 4,200 ---------------------------------------------------------------------- 20,000 1,350 2,700 4,050 5,400 6,750 8,100 9,450 ---------------------------------------------------------------------- 30,000 2,100 4,200 6,300 8,400 10,500 12,600 14,700 ---------------------------------------------------------------------- 40,000 2,850 5,700 8,550 11,400 14,250 17,100 19,950 ---------------------------------------------------------------------- 50,000 3,600 7,200 10,800 14,400 18,000 21,600 25,200 ---------------------------------------------------------------------- 60,000 4,350 8,700 13,050 17,400 21,750 26,100 30,450 ---------------------------------------------------------------------- 70,000 5,100 10,200 15,300 20,400 25,500 30,600 35,700 ---------------------------------------------------------------------- 80,000 5,850 11,700 17,550 23,400 29,250 35,100 40,950 ---------------------------------------------------------------------- 90,000 6,600 13,200 19,800 26,400 33,000 39,600 46,200 ---------------------------------------------------------------------- 100,000 7,350 14,700 22,050 29,400 36,750 44,100 51,450 ---------------------------------------------------------------------- 110,000 8,100 16,200 24,300 32,400 40,500 48,600 56,700 ---------------------------------------------------------------------- 120,000 8,850 17,700 26,550 35,400 44,250 53,100 61,950 ---------------------------------------------------------------------- 130,000 9,600 19,200 28,800 38,400 48,000 57,600 67,000 ---------------------------------------------------------------------- 140,000 10,350 20,700 31,050 41,400 51,750 62,100 72,450 ---------------------------------------------------------------------- 150,000 11,100 22,200 33,300 44,400 55,500 66,600 77,700 ---------------------------------------------------------------------- Current remuneration covered by the Plan for 1996 contributions for the Named Officers was: Joseph N. Tosh II, $150,000, and Donald A. Benziger, $114,760. As of December 31, 1996 Mr. Tosh II was credited with 30 years of service and Mr. Benziger, 6 years. PROFIT SHARING PLAN The Corporation makes discretionary payments to a trusteed, noncontributory profit sharing plan covering substantially all full-time employees and officers of Century National Bank & Trust Company. Contributions under the plan are determined annually by the Board of Directors based upon the earnings of the Corporation. Contributions for the years 1996 and 1995 amounted to $482,000 and $386,000 respectively. The plan provides for eligibility status as of the January 1 following the date of employment. Participants share in the allocation of employer contributions provided they work 1,000 hours during the plan year and are employed on the last day of the plan year. The plan includes a nonmatching 401K feature, and each full-time employee is a participant for purposes of making before-tax savings. New employees become participants for purposes of making before-tax savings as of the January 1 or July 1 following their date of employment. Profit Sharing contributions for the accounts of the named officers are listed in the Summary Compensation Table under "All Other Compensation." Page 11 TRANSACTIONS WITH DIRECTORS AND MANAGEMENT Century National Bank and Trust Company, a subsidiary of the Corporation, has had transactions in the ordinary course of business, including borrowings, with certain directors and executive officers of the Corporation and the Bank during 1996. All loans, collateral and interest requirements included, were made on the same terms as those prevailing at the time for comparable transactions with other persons and did not involve more than normal risk of collectibility or present other unfavorable features. Wayne S. Luce is President of Reed, Luce, Tosh, Wolford & Douglas, Inc. which performed legal services for the Bank during 1996 and will provide such services during 1997. Thomas K. Reed is President of Baumgard & Reed, which has written fidelity bonds and property, casualty, and workman's compensation insurance coverage for Century National Bank & Trust Company as well as the Holding Company during 1996 and will provide such services during 1997. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Exchange Act requires the Corporation's officers, directors and persons owning more than 10% of the Corporation's Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and such shareholders are required by regulation to furnish the Corporation with copies of Section 16(a) forms they file. The Corporation knows of no person who owned 10% or more of its Common Stock. Based upon review of copies of the forms furnished to the Corporation, the Corporation believes that during 1996 all Section 16(a) filing requirements were complied with in a timely manner. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors has appointed S. R. Snodgrass, A.C. as independent public accountants to audit the financial statements of the Company and its subsidiary for the 1997 fiscal year. S. R. Snodgrass, A.C. has audited the financial statements of the Company and/or its subsidiary(ies) since 1973. Although the appointment of independent public accountants is not required to be submitted to a vote of the shareholders, the Board believes the shareholders should participate in the selection of the independent public accountants through the ratification process. The Board recommends a vote For the ratification of the appointment of S. R. Snodgrass, A.C. and unless otherwise directed therein, the proxies solicited by the Board will be voted for the ratification of the appointment of S. R. Snodgrass, A.C. In the event the shareholders fail to ratify the appointment, the Board will consider such vote as a direction to appoint other independent public accountants for the 1997 fiscal year. Representatives of S. R. Snodgrass, A.C. will be present at the Annual Meeting. The representatives will have the opportunity to make a statement if they choose to do so and will be available to respond to appropriate questions. Page 12 FINANCIAL INFORMATION A copy of the Corporation's Annual Report to Shareholders for the year ended December 31, 1996 accompanies this Proxy Statement. Such Annual Report is not a part of the proxy solicitation materials. REQUESTS FOR PRINTED FINANCIAL MATERIAL FOR THE CORPORATION OR ITS SUBSIDIARY - - - ANNUAL OR QUARTERLY REPORTS, FORMS 10-K AND 10-Q AND CALL REPORTS - SHOULD BE DIRECTED TO DONALD A. BENZIGER, SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY, CENTURY FINANCIAL CORPORATION, ONE CENTURY PLACE, ROCHESTER, PENNSYLVANIA 15074, TELEPHONE (412) 774-1872. UPON WRITTEN REQUEST AND PAYMENT OF A COPYING FEE OF TEN CENTS A PAGE, THE CORPORATION WILL FURNISH A COPY OF ALL EXHIBITS TO FORM 10-K. YOU CAN ALSO VISIT CENTURY FINANCIAL CORPORATION (CYFN) ON LINE AT http://www.centbank.com. SHAREHOLDER PROPOSALS Any shareholder desiring to present a proposal to be considered at the 1998 Annual Meeting of Shareholders should submit the proposal in writing to Joseph N. Tosh II, President and Chief Executive Officer, Century Financial Corporation, One Century Place, Rochester, Pennsylvania 15074 no later than November 26, 1997. OTHER MATTERS Management knows of no business other than that set forth above which will be brought before the meeting or any adjournment thereof. Should other business properly come before the Meeting or any adjournment thereof, the Proxy holders will vote upon the same according to their discretion and best judgment. BY ORDER OF THE BOARD OF DIRECTORS /s/ Donald A. Benziger ---------------------------------- Donald A. Benziger Senior Vice President, Chief Financial Officer and Corporate Secretary March 21, 1997 Page 13 PROXY ANNUAL MEETING OF SHAREHOLDERS - APRIL 28, 1997 PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CENTURY FINANCIAL CORPORATION James C. Tosh and John M. Finley, each with power of substitution and with all the powers and discretion the undersigned would have if personally present, are hereby appointed the Proxy Agents to represent the undersigned at the Annual Meeting of Shareholders of Century Financial Corporation to be held on April 28, 1997 (including any adjournments or postponements thereof) and to vote all shares of common stock of Century Financial Corporation which the undersigned is entitled to vote on all matters that properly come before the Meeting, subject to any directions indicated in the boxes below. The Proxy Agents are directed to vote on the following issues: 1. The Election of Directors Nominees for a term expiring in 2000 are Robert F. Garvin, Jr., Charles I. Homan, Wayne S. Luce, and Sr. Mary Thaddeus Markelewicz [ ] [ ] FOR all WITHHOLD AUTHORITY Nominees Listed to vote for all nominees listed SPECIAL INSTRUCTION: To withhold authority to vote for any individual nominee, draw a line through such nominee's name. 2. Ratification of appointment of S. R. Snodgrass, A.C., Public Accountants to audit the financial statements of the Corporation and its subsidiary for the 1997 fiscal year. [ ] [ ] [ ] FOR AGAINST ABSTAIN 3. In their discretion, on such other business that may be brought before the meeting or any adjournment thereof. THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED. IF NO DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE PROXY AGENTS INTEND TO VOTE FOR THE ABOVE-LISTED PROPOSALS. MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSALS ONE, TWO, AND THREE. The Proxy Agents present and acting at the Meeting in person or by their substitutes (or if only one is present and acting, then that one) may exercise all the powers conferred hereby. Receipt of the Notice of the Annual Meeting of Shareholders and the Corporation's Proxy Statement dated March 21, 1997 is hereby acknowledged. Dated __________________ When signing as attorney, executor, administrator, trustee, or guardian, please give full title. ____________________(L.S.) If more than one trustee, all should sign. ____________________(L.S.) PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. March 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----