Securities and exchange commission


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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934.
For the fiscal year ended December 31, 1999
Commission file number 0-12508

S&T BANCORP, INC.

(Exact name of registrant as specified in its charter)
Pennsylvania 25-1434426

(State or other jurisdiction

of incorporation of organization) (I.R.S. Employer Identification No.)
800 Philadelphia Street, Indiana, PA 15701

(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (724) 349-1800
Securities registered pursuant to Section 12(b) of the Act None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $2.50 per share

(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
Indicate by check mark if disclosure of delinquent filers pursuant to

Item 405 of Regulation S-K (229.405 of this chapter) is not contained

herein, and will not be contained, to the best of registrant's knowledge,

in definitive proxy or information statements incorporated by reference

in Part III of this form 10-K or any amendment to this form 10-K. { }
The aggregate market value of the voting stock held by nonaffiliates of

the registrant as of February 07, 2000:
Common Stock, $2.50 par value - $493,358,520
The number of shares outstanding of the issuer's classes of common

stock as of February 07, 2000:
Common Stock, $2.50 par value - 27,000,042 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual shareholders report for the year ended December

31, 1999 are incorporated by reference into Part II. Portions of the

proxy statement for the annual shareholders meeting to be held April

17, 2000 are incorporated by reference into Part III.
PAGE 1
PART I
Item 1. BUSINESS
General
S&T Bancorp, Inc. ("S&T") was incorporated on March 17, 1983

under the laws of the Commonwealth of Pennsylvania as a bank

holding company and has two wholly owned subsidiaries, S&T Bank

and S&T Investment Company, Inc. S&T is registered as a bank

holding company with the Board of Governors of the Federal Reserve

System under the Bank Holding Company Act, as amended.
As of December 31, 1999, S&T had $2.2 billion in total assets, $240

million in total shareholders' equity and $1.4 billion in total deposits.

Deposits are insured by the Federal Deposit Insurance Corporation

("FDIC") to the full extent provided by law.
Total trust assets were approximately $645 million at December 31,

1999. Trust services include services as executor and trustee under

wills and deeds, and as guardian and custodian of employee benefit

trusts. S&T Bank is a full service bank with its Main Office at 800

Philadelphia Street, Indiana, Pennsylvania, providing service to its

customers through a branch network of 38 offices located in

Armstrong, Allegheny, Indiana, Jefferson, Clarion, Clearfield and

Westmoreland counties.
S&T Bank's services include accepting time and demand deposit

accounts, making secured and unsecured commercial and consumer

loans, providing letters of credit, and offering discount brokerage

services, personal financial planning and credit card services. S&T

Bank has a relatively stable deposit base and no material amount of

deposits is obtained from a single depositor or group of depositors

(including federal, state and local governments). S&T Bank does not

experience significant fluctuations in deposits.
Employees
As of December 31, 1999, S&T Bank had a total of 662 full-time

equivalent employees. S&T provides a variety of employment benefits

and considers its relationship with its employees to be good.
Supervision and Regulation
General
S&T and S&T Bank are each extensively regulated under both

federal and state law. The following information describes certain

aspects of that regulation applicable to S&T and S&T Bank and does

not purport to be complete. To the extent statutory or regulatory

provisions or proposals are described, the description is qualified in its

entirety by reference to the particular statutory or regulatory provisions

or proposals.
PAGE 2
Item 1. BUSINESS -- Continued
S&T
As a bank holding company, S&T is subject to regulation under the

Bank Holding Company Act of 1956 ("BHCA") and the examination

and reporting requirements of the Federal Reserve Board. Under the

BHCA a bank holding company may not directly or indirectly acquire

ownership or control of more than five percent of the voting shares or

substantially all of the assets of any additional bank, or merge or

consolidate with another bank holding company, without the prior

approval of the Federal Reserve Board.
The BHCA also generally limits the activities of a bank holding

company to that of banking, managing on controlling banks, or any

other activity which is determined to be so closely related to banking or

to managing or controlling banks as to be a proper incident thereto.

S&T is presently engaged in two nonbanking activities: S&T

Investment Company, Inc., which is an investment holding company,

and Commonwealth Trust Credit Life Insurance Company

("CTCLIC"). S&T Investment Company, Inc. was formed in June

1988 to hold and manage a group of investments previously owned by

S&T Bank and to give S&T additional latitude to purchase other

investments. CTCLIC, which is a joint venture with another financial

institution, acts as a reinsurer of credit life, accident and health

insurance policies sold by S&T Bank and the other institution.
There are a number of obligations and restrictions imposed on bank

holding companies and their depository institution subsidiaries by

federal law and regulatory policy that are designed to reduce potential

loss exposure to the depositors of such depository institutions and to

the FDIC insurance funds in the event the depository institution

becomes in danger of default or in default. For example, under a policy

of the Federal Reserve Board with respect to bank holding company

operations, a bank holding company is required to serve as a source of

financial strength to its subsidiary depository institutions and to commit

resources to support such institutions in circumstances where it might

not do so otherwise.
S&T Bank
As a state-chartered commercial bank, the deposits of which are

insured by the Bank Insurance Fund ("BIF") of the FDIC, S&T Bank is

subject to the supervision and regulation of the Pennsylvania

Department of Banking ("PADB") and the FDIC. S&T Bank also is

subject to various requirements and restrictions under federal and state

law, including requirements to maintain reserves against deposits,

restrictions on the types, amount and terms and conditions of loans that

may be granted, and limits on the type of other activities in which S&T

Bank may engage and the investments it may make. Various consumer

and compliance laws and regulations also affect S&T Bank's

operations.
PAGE 3
Item 1. BUSINESS -- Continued
S&T Bank also is subject to federal laws that limit the amount of

transactions between itself and S&T or S&T's nonbank subsidiaries.

Under these provisions, transactions by a bank subsidiary to its parent

company or any nonbank affiliate generally are limited to 10% of the

bank subsidiary's capital and surplus, or 20% in the aggregate. Further,

loans and extensions of credit generally are required to be secured by

eligible collateral in specified amounts. A bank, such as S&T Bank, is

prohibited from purchasing any "low quality" asset from an affiliate.

S&T Bank is in compliance with these provisions.
As an FDIC-insured bank, S&T Bank also is subject to FDIC insurance

assessments. Currently, the amount of FDIC assessments paid by individual

insured depository institutions ranges from zero to $.27 per $100 of insured

deposits, based on their relative risk to the deposit insurance funds, as

measured by the institutions' regulatory capital position and other

supervisory factors. S&T Bank currently pays the lowest premium rate

based upon this risk assessment. However, because legislation enacted

in 1996 requires that all insured deposits pay a pro rata portion of the

interest due on the obligations issued by the Financing Corporation, the

FDIC is assessing BIF-insured deposits an additional $.013 per $100 of

deposits to cover those obligations.
Capital
The Federal Reserve Board and the FDIC have issued substantially

similar risk-based and leverage capital guidelines applicable to banking

organizations they supervise. Under the risk-based capital

requirements, S&T and S&T Bank each generally is required to

maintain a minimum ratio of total capital to risk-weighted assets

(including certain off-balance sheet activities, such as standby letters of

credit), of eight percent. At least half of the total capital is to be

composed of common equity, retained earnings and qualifying

perpetual preferred stock, less certain intangibles ("Tier 1 capital").

The remainder may consist of certain subordinated debt, certain hybrid

capital instruments and other qualifying preferred stock, and a limited

amount of the loan loss allowance ("Tier 2 capital") and, together with

Tier 1 capital, ("Total capital"). At December 31, 1999, S&T's Tier 1

and Total capital ratios were 12.41 percent and 14.59 percent,

respectively, and the ratios of Tier 1 capital and Total capital to total

risk-adjusted assets for S&T Bank were 9.03 percent and 10.29 percent,

respectively.
In addition, each of the federal bank regulatory agencies has

established minimum leverage capital ratio requirements for banking

organizations. These requirements provide for a minimum leverage

ratio of Tier 1 capital to adjusted average quarterly assets equal to three

percent for bank and bank holding companies that meet certain

specified criteria, including that they have the highest regulatory rating

and are not experiencing significant growth or expansion. All other

banks and bank holding companies will generally be required to

maintain a leverage ratio of at least 100 to 200 basis points above the

stated minimum. S&T's leverage ratio at December 31, 1999 was 9.90

percent, and S&T Bank's leverage ratio was 7.08 percent.
PAGE 4
Item 1. BUSINESS -- Continued
Both the Federal Reserve Board's and the FDIC's risk-based capital

standards explicitly identify concentrations of credit risk and the risk

arising from non-traditional activities, as well as an institution's ability

to manage these risks, as important factors to be taken into account by

the agency in assessing an institution's overall capital adequacy. The

capital guidelines also provide that an institution's exposure to a decline

in the economic value of its capital due to changes in interest rates be

considered by the agency as a factor in evaluating a bank's capital

adequacy. The Federal Reserve Board also has recently

issued additional capital guidelines for certain bank holding companies

that engage in trading activities. S&T does not believe that

consideration of these additional factors will affect the regulators'

assessment of S&T's or S&T Bank's capital position.
Payment of Dividends
S&T is a legal entity separate and distinct from its banking and other

subsidiaries. A major portion of the revenues of S&T result from

amounts paid as dividends to S&T by S&T Bank. S&T Bank, in turn,

is subject to state laws and regulations that limit the amount of

dividends it can pay to S&T. In addition, both S&T and S&T Bank are

subject to various general regulatory policies relating to the payment of

dividends, including requirements to maintain adequate capital above

regulatory minimums. The Federal Reserve Board has indicated that

banking organizations should generally pay dividends only if (1) the

organization's net income available to common shareholders over the

past year has been sufficient to fund fully the dividends and (2) the

prospective rate of earnings retention appears consistent with the

organization's capital needs, asset quality and overall financial

condition. S&T does not expect that any of these laws, regulations or

policies will materially impact its ability or the ability of S&T Bank to

pay dividends. During the year ended December 31, 1999, S&T Bank

paid $20.1 million in cash dividends to S&T.
Other Safety and Soundness Regulations
The federal banking agencies possess broad powers under current

federal law to take prompt corrective action to resolve problems of

insured depository institutions. The extent of these powers depends

upon whether the institution in question is "well capitalized,"

"adequately capitalized," "undercapitalized," "significantly

undercapitalized," or "critically undercapitalized," as defined by the

law. As of December 31, 1999, S&T Bank was classified as "well

capitalized." The classification of depository institutions is primarily

for the purpose of applying the federal banking agencies' prompt

corrective action provisions and is not intended to be, and should not be

interpreted as, a representation overall financial condition or prospects

of any financial institution.
PAGE 5
Item 1. BUSINESS -- Continued
The agencies' prompt corrective action powers can include, among

other things, requiring an insured depository institution to adopt a

capital restoration plan which cannot be approved unless guaranteed by

the institution's parent company; placing limits on asset growth and

restrictions on activities, including restrictions on transactions with
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