As filed with the Securities and Exchange Commission on April 10, 1996
Registration No. 33-________
_________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1886144
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
14 N. Main Street Robert H. Schong, Secretary
Souderton, PA 18964 UNIVEST CORPORATION OF PENNSYLVANIA
(215) 721-2400 14 N. Main Street
(Address, including zip code, Souderton, PA 18964
and telephone no., including (215) 721-2400
area code of Registrant's (Name, address, including zip code,
Principal Executive offices) and telephone no., including area
code, of agent for service)
With copies to:
Wilhelm L. Gruszecki, Esquire
Fox, Rothschild, O'Brien & Frankel
P. O. Box 431
Lansdale, PA 19446-0431
Approximate date of commencement of proposed sale to the public:
July 2, 1996, or as soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. __
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
___________________________________________________________________________________________
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share* Offering Price* Fee
___________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock
$5.00 per 500,000 shares $ 30.875 $ 15,437,500 $ 5,323.28
_________________________________________________________________________________________
</TABLE>
* Estimated solely for the purpose of determining the registration fee.
Based upon the average of the bid and asked price of the Common Stock as
of April 11, 1996.
Page 1 of 56 sequentially numbered pages. Exhibit Index on sequential
page 24.
Prospectus
UNIVEST CORPORATION OF PENNSYLVANIA
______________________
UNIVEST DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
500,000 SHARES OF COMMON STOCK
PAR VALUE $5.00
______________________
The Univest Dividend Reinvestment and Stock Purchase Plan (the
"Plan") described herein offers the holders of common stock, par value
$5.00 per share (the "Common Stock"), of Univest Corporation of
Pennsylvania (the "Corporation") an opportunity to automatically reinvest
their dividends in shares of Common Stock. This Plan also provides each
shareholder participating in the Plan a convenient and economical way to
voluntarily purchase additional shares of Common Stock within the
limitations provided in the Plan.
Shares acquired for the Plan will be purchased on the over-the-
counter market by an independent stock purchasing agent, or from the
Corporation. The purchase price of shares purchased on the over-the-
counter market will be the average price actually paid for the shares
(excluding brokerage commissions) at the time such shares are purchased.
The purchase price of shares purchased from the Corporation will be the
average of the lowest bid and asked prices per share for the ten (10)
trading days preceding the dividend payment date as reported by one or
more firms selected by the Plan Administrator. Shareholders who do not
elect to participate in the Plan will receive dividends, as declared and
paid, by check or advice of credit to their accounts.
Dividends, if and when declared, will be reinvested and shareholders
may participate with respect to all or any portion of their Common Stock.
Voluntary cash payments may not be less than $100.00 per payment or total
more than $2,000.00 per quarter. To purchase shares, voluntary cash
payments must be received (and if by check or draft, receipt means
cleared) no earlier than the ten (10) days and no later than two (2) days
prior to the corresponding dividend payment date.
Complete details of the Plan are provided in this Prospectus, in a
question and answer format. You are encouraged to read it carefully. If
you have any additional questions, please call the Plan Administrator at
(215) 721-2400. It is recommended that this Prospectus be retained for
future reference.
An investment in Common Stock held in the Plan account has the same
market risks as an investment in Common Stock held in certificate form.
Participants bear the risk of loss (and receive benefit of gain)
occurring by reason of fluctuations in the market price of the Common
Stock held in the Plan account.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
The date of this Prospectus is April 10, 1996.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC").
Information as of particular dates concerning directors and executive
officers, their compensation, the principal holders of securities of the
Corporation and any material interest of such persons in transactions
with the Corporation is disclosed in proxy statements distributed to
shareholders of the Corporation and filed with the SEC. Such reports,
proxy statements and other information can be inspected and copies
obtained at the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, DC 20549, and at the SEC's regional offices at 500 West
Madison Street, Chicago, IL 60661-2511, and 7 World Trade Center, New
York, NY 10048, and copies of such material can be obtained by mail from
the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, DC 20549 at prescribed rates. The Common Stock of the
Corporation is traded in the over-the-counter market.
This Prospectus constitutes a part of a Registration Statement filed
by the Corporation with the SEC under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Common Stock offered
hereby. This Prospectus omits certain of the information contained in
the Registration Statement, and reference is hereby made to the
information contained in the Registration Statement and to the exhibits
relating thereto for further information with respect to the Corporation
and the Common Stock offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete,
and in each instance reference is made to the copy of such document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made,
such information or representation should not be relied upon as having
been authorized. This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to purchase, any of the securities to which
this Prospectus relates in any jurisdiction to or from any person to whom
it is unlawful to make such an offer or solicitation in such
jurisdiction. Neither delivery of this Prospectus nor any sale of
securities to which this Prospectus relates shall, under any
circumstances, create any implication that there has been no change in
the affairs or condition of the Corporation since the date hereof or that
the information contained herein is correct as of any time subsequent to
the date hereof.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC pursuant to Section 13 of
the Exchange Act by the Corporation (File No. 0-7617) are incorporated
herein by reference:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The description of the Corporation's Common Stock contained in
a registration statement on Form S-14 dated March 1, 1973.
All reports filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Corporation undertakes to provide without charge to each person to
whom this Prospectus is delivered, including any beneficial owner, upon
such persons written or oral request, a copy of any or all of the
documents described above under "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE", other than exhibits to such documents. Such request should
be directed to: Attention: Corporate Secretary, Univest Corporation of
Pennsylvania, 14 N. Main Street, Souderton, PA 18964.
THE CORPORATION
The Corporation, a Pennsylvania business corporation, is a bank
holding company, registered with and supervised by the Board of Governors
of the Federal Reserve System. The Corporation was formed on January 3,
1973, and is the holding company of Union National Bank and Trust Company
of Souderton ("Union National"), Pennview Savings Bank ("Pennview"),
Univest Realty Corporation, Univest Leasing Corporation, Univest Mortgage
Company, Univest Financial Planning Corporation, Univest Insurance
Company, and Univest Electronic Services Corporation. As used herein,
the "Corporation" refers to Univest Corporation of Pennsylvania and its
subsidiaries.
Union National is a full-service commercial bank with trust powers,
and provides a wide range of banking and financial services to
individuals and businesses.
Pennview Savings is a state-chartered savings bank.
The Corporation's principal executive offices are located at Broad
and Main Streets, Souderton, PA. Its mailing address is 14 N. Main
Street, Souderton, PA 18964, and its telephone number is (215) 721-2400.
DESCRIPTION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following questions and answers describe the Plan. A copy of
the Plan has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part.
Purpose
1. What is the purpose of the Plan?
The Plan provides the holders of record of the Corporation's
Common Stock (beneficial owners of shares of the Corporation's Common
Stock whose shares are registered in names other than their own must
become shareholders of record by having the shares transferred into their
names, or they may request their holders of record to participate on
their behalf) who elect to participate in the Plan ("Participants") with
an attractive and convenient method of investing cash dividends and
voluntary cash payments in additional shares of the Corporation's Common
Stock without payment of any brokerage commissions, service charges or
other expenses. To the extent that such shares are purchased directly
from the Corporation under the Plan, the Corporation will receive
additional funds for its general corporate purposes. (See "USE OF
PROCEEDS"). Each Participant should recognize that neither the
Corporation nor the Plan Administrator (See No. 3 below) can provide any
assurance that shares purchased under the Plan will, at any particular
time, be worth more or less than their purchase price.
Features
2. What are the features of the Plan?
Participants will have the cash dividends paid on their shares of
the Corporation's Common Stock credited to their account under the Plan
automatically reinvested in additional shares of the Corporation's Common
Stock, without payment of any service charges or brokerage commissions.
Participants may invest in additional shares of the
Corporation's Common Stock by making voluntary cash payments without
payment of any service charges or brokerage commissions.
Participants will obtain full investment of cash dividends or
voluntary cash payments, because fractional shares as well as whole
shares are credited to Participants' accounts under the Plan. Also,
dividends will be paid on fractional shares when held in a Participant's
account under the Plan.
Participants will avoid cumbersome safekeeping and
recordkeeping costs through free custodial and reporting services
associated with participation in the Plan.
Administration
3. Who administers the Plan?
The Trust Department of Union National Bank and Trust Company
of Souderton or such other entity appointed by the Corporation will
administer the Plan ("Plan Administrator"). The Plan Administrator's
duties include sending quarterly statements of accounts to Participants
and performing other administrative duties relating to the Plan. Shares
purchased for a Participant under the Plan will be held by the Plan
Administrator and registered in the name of the Plan Administrator or its
nominee.
All notices, questions or other communications relating to the
Plan must include the Participant's account number, tax identification
number and be addressed to the Plan Administrator's designated place of
business. For example:
Trust Department
Union National Bank and Trust Company of Souderton
Plan Administrator of the Univest Dividend Reinvestment
and Stock Purchase Plan
Univest Plaza
14 N. Main Street
Souderton, PA 18964
Participants who have questions regarding the Plan may also
contact the Plan Administrator at (215) 721-2400, requesting the Dividend
Reimbursement and Stock Purchase Plan liaison.
4. Who interprets the Plan?
The Corporation has the authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to
make all other determinations deemed necessary or advisable in
administering the Plan, including those necessary to prevent any abuse.
Participation
5. Who is eligible to participate in the Plan?
Generally, holders of record of the Corporation's Common Stock
will be eligible to participate in the Plan. Upon electing to
participate, such record holders will be "Participants".
6. How does an eligible shareholder become a Participant in the
Plan?
Any eligible shareholder may elect to participate in the Plan
at any time by completing and signing an authorization form ("Authoriza
tion Form") and returning it to the Plan Administrator. A postage-
prepaid envelope is provided with the Authorization Form for that
purpose. Authorization Forms may be obtained from the Plan
Administrator. A properly completed Authorization Form must be received
at least five (5) business days before a dividend record date in order
for the dividends payable to shareholders of record on that date to be
reinvested in the Corporation's Common Stock under the Plan.
Traditionally, dividends declared on the Corporation's Common
Stock generally have been paid on the first business day of the months of
January, April, July and October, and the record date for each such
dividend generally has been the first Tuesday of the months of March,
June, September and December. The Corporation's board of directors
reserves the right to change dividend record and payment dates, if and
when dividends are declared.
7. Does a shareholder have to authorize dividend reinvestment on a
minimum number of shares?
No. There are no minimum share requirements. Holders of
record of the Corporation's Common Stock may elect to have the dividends
on all or any portion of their shares reinvested under the Plan by
submitting written instructions as to the number of shares which are to
participate in the Plan on their completed Authorization Form to the Plan
Administrator. There will be no extra charge to the shareholder for
choosing partial participation in the Plan.
8. May a Participant change the number of shares subject to the
Plan?
Yes. A Participant may change the number of shares subject to
the Plan at any time by submitting a written request to the Plan
Administrator. The change will be effective with respect to the first
dividend payment date after the date of change has been received,
provided that the notice of change was received at least five (5)
business days before its dividend record date. Otherwise, the change
will be effective as of the second dividend payment date.
Purchases
9. How are shares of the Corporations' Common Stock acquired for
purposes of the Plan?
Cash dividends payable on the Corporation's Common Stock
elected by Participants to be subject to the Plan will be paid to the
Plan Administrator, less any amount withheld by the Corporation for
applicable taxes. The Plan Administrator will use these amounts to
purchase shares from authorized but unissued (including treasury, if
available) Common Stock of the Corporation as agent, or on the over-the-
counter market by an independent stock purchasing agent, in the sole
discretion of the Corporation. Each Participant's account will be
credited with that number of shares, including fractions computed to four
(4) decimal places, equal to the total amount of cash dividends and
voluntary cash payments invested, and divided by the purchase price.
10. When will shares of common stock be purchased under the Plan?
Cash dividends and voluntary cash payments will be used to
purchase the Corporation's Common Stock as soon as reasonably possible
after the applicable dividend date, but not more than thirty (30) days
after such date, except where completion at a later date is necessary or
advisable under any applicable securities laws.
11. At what price will shares of Common Stock be purchased under
the Plan?
The purchase price per share of Common Stock purchased with
reinvested dividends and voluntary cash payments under the Plan after any
dividend payment date will be equal to its Market Value. Market Value
means: (a) where Common Stock of the Corporation is purchased in the open
market or in negotiated transactions for the Plan, the average price
actually paid for the shares (excluding brokerage commissions, if any) at
the time such shares are purchased, or (b) where treasury or authorized
and unissued Common Stock of the Corporation is used, the average of the
lowest bid and asked prices per share for the ten (10) trading days
preceding the relevant dividend payment date as reported by one or more
firms selected by the Plan Administrator.
12. How many shares of Corporation Common Stock will be purchased
for Participants?
The number of shares purchased for each Participant will depend
on the amount of dividends to be reinvested, voluntary cash payments, or
both, in a Participant's account and the applicable purchase price of the
Corporation Common Stock.
13. Will dividends on shares held in a Participant's account be
used to purchase additional shares under the Plan?
Yes. If and when the Corporation declares dividends to holders
of record of shares of the Corporation's Common Stock, the Plan
Administrator will credit each Participant's account with such dividends,
and all such dividends will, unless the Participant directs otherwise be
automatically reinvested in additional shares of the Corporation's Common
Stock, thereby compounding each Participant's investment. Fractional
shares held under the Plan for a Participant's account will receive
dividends in the same way as whole shares, but in proportion to the size
of the fractional share.
Costs
14. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants will not be obligated to pay any brokerage
commissions or other charges with respect to purchases of the
Corporation's Common Stock under the Plan.
A Participant who requests that the Plan Administrator sell
shares of the Corporation's Common Stock held in the Participant's
account in the Plan will incur a service fee as determined by the
Corporation, and any brokerage fees incurred in connection with such
sale. All other costs of administration of the Plan will be paid by the
Corporation.
Voluntary Cash Payments
15. Who will be eligible to make voluntary cash payments?
All holders of record of the Corporation's Common Stock who
elect to have dividends reinvested in accordance with the provisions of
the Plan, may also elect to make voluntary cash payments to the Plan for
purposes of purchasing additional shares of the Corporation's Common
Stock under the Plan.
16. What are the limitations on voluntary cash payments?
Voluntary cash payments will be accepted for investment, and
will be invested, only in connection with a dividend payment date.
Because Participants will not be credited with interest on their
voluntary cash payments prior to investment, and because the Plan
Administrator is prohibited from holding such voluntary cash payments for
extended periods of time prior to investing them, Participants are
strongly encouraged to submit their voluntary cash payments as near as
possible to the applicable dividend payment date. For investment of a
voluntary cash payment to occur on a particular dividend payment date,
the voluntary cash payment must be received (and if by check or draft,
received means cleared) by the Plan Administrator no earlier than ten
(10) days and no later than two (2) days prior to the corresponding
dividend payment date. Thus, adequate time for the checks and other
drafts to clear prior to the corresponding dividend payment date must be
considered. Voluntary cash payments may be not less than $100 per
payment or total more than $2,000 per quarter.
17. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or
money order with the executed Authorization Form (for new Participants)
or by forwarding a check or money order to the Plan Administrator with
the payment form which will accompany each statement of account. Checks
and money orders must be made payable to: Union National Bank and Trust
Company of Souderton, Plan Administrator of the Univest Dividend
Reinvestment and Stock Purchase Plan, and include the Participant's
account number and taxpayer identification number. Additional payment
forms may be obtained from the Plan Administrator.
Any voluntary cash payment received by the Plan Administrator
within the period described in No. 16 above will be applied to the
purchase of shares of the Corporation's Common Stock on the following
dividend payment date at a price determined in accordance with the
provisions of the Plan. No interest will be paid on voluntary cash
payments held by the Plan Administrator prior to the dividend payment
date.
Reports to Participants
18. What kind of reports will be sent to Participants in the Plan?
The Plan Administrator maintains a separate account for each
Participant. Each Participant will receive a statement of account
subsequent to each dividend payment date describing cash dividends and
voluntary cash payments received, the number of shares purchased, the
price per share and the total shares accumulated under the Plan. These
statements will provide a continuing record of the dates and cost of
purchases on a quarterly basis and should be retained for income tax
purposes. In addition, each Participant will also receive the
Corporation's annual and quarterly reports to shareholders, notices of
shareholder meetings, proxy statements, and Internal Revenue Service
information for reporting dividends paid and commission expenses paid on
their behalf.
Certificate for Shares
19. Will certificates be issued to Participants for shares of the
Corporation's Common Stock purchased for them under the Plan?
No. Shares of the Corporation's Common Stock purchased under
the Plan will be registered in the name of the Plan Administrator or its
nominee as agent for Participants in the Plan. Certificates for shares
purchased for a Participant's account under the Plan will not be issued
unless the Participant withdraws shares from his/her Plan account. The
Corporation will not issue certificates for fractional shares.
Withdrawal of Shares and Plan Accounts
20. How may a Participant withdraw shares purchased under the Plan?
Participants may withdraw from further participation in the
Plan all or a portion of the whole shares of the Common Stock credited to
their account by completing a "Withdrawal Notification Form" specifying
the number of shares to be withdrawn and forwarding the form to the Plan
Administrator at the address shown in No. 3 above. The Plan
Administrator will deliver to the Participant a certificate for the
number of whole shares withdrawn from the Plan. Dividends will no longer
be reinvested for the withdrawn shares. Any notice of withdrawal
received from a Participant less than five (5) business days before the
dividend record date will not be effective until the Participant's
dividends paid on that date have been reinvested and the shares credited
to the Participant's account.
21. May a Participant elect to have the withdrawn shares sold?
Yes. A Participant may request the Plan Administrator to sell
the shares being withdrawn from his/her account under the Plan. The
request to sell received from a Participant less than five (5) business
days before a dividend record date will not be effective until the
Participant's dividends paid on that date have been reinvested and the
shares credited to the Participant's account. The Participant should
specify in his Withdrawal Notification Form the number of shares to be
sold.
The Plan Administrator will assist only in the sale of a
minimum of 100 shares, or in round lots of 100 shares, unless the
Participant is discontinuing all participation in the Plan. The Plan
Administrator will cause the sale of such shares within thirty (30) days
of receipt of the notice, and deliver to the Participant a check for the
proceeds of the sale, less: any brokerage commissions, the then
applicable service fees, applicable withholding taxes, and transfer taxes
incurred in connection with the sale. Requests for shares to be sold
must be signed by all persons in whose names the account appears, with
signatures guaranteed.
Any fractional interest withdrawn will be liquidated by the
Plan Administrator on the basis of the then current market value of the
Common Stock and a check issued for the proceeds thereof. In no case
will certificates representing a fractional interest be issued.
If a Participant withdraws all of the whole and fractional
shares from his/her account, he/she will be treated as having terminated
participation in the Plan.
Discontinuation of Dividend Reinvestment
22. How does a Participant discontinue participation under the
Plan?
Participants may terminate their participation in the Plan at
any time by sending written notice to the Plan Administrator. When a
Participant terminates his/her participation in the Plan, the Plan
Administrator will deliver to the Participant a certificate for whole
shares credited to the Participant's account under the Plan, and a check
representing: (a) any uninvested dividends held by the Plan Administrator
for the Participant under the Plan, and (b) the value of any fractional
shares. The cash payment for any fractional share shall be based on the
last sale price of the Common Stock as quoted by the Bulletin Board on
the next business day on which the Common Stock is trading following the
day on which the withdrawal request is effectively processed by the Plan
Administrator. The Bulletin Board is the automated system for OTC
equities under Section 17(b) of the Securities Exchange Act of 1934
operated by the National Association of Security Dealers, Inc. Any
notice of termination received less than five (5) business days prior to
a dividend record date will not be effective until dividends paid for
such record date have been reinvested and the shares credited to the
Participant's account. Any Participant who elects to discontinue
participation shall not be eligible to make voluntary cash payments.
23. May a Participant request shares to be sold when terminating
participation?
Yes. The request should be in writing for all of the whole
shares to be sold. Such a request must be signed by each person in whose
name the Plan account appears, with signatures guaranteed. On receipt of
the request, the Plan Administrator will cause the sale to proceed in the
same manner as set forth in No. 21 above. A check will be issued in lieu
of the issuance of any fractional shares as set forth in No. 22 above.
Federal Income Tax Information
24. What are the Federal income tax consequences of participating
in the Plan?
The Internal Revenue Service has ruled that shareholders
participating in dividend reinvestment plans similar to the Plan are
treated for Federal income tax purposes as having received a taxable
stock distribution equal to the fair market value of the amount of stock
purchased with reinvested dividends. To the extent distributions made by
the Corporation to its shareholders are treated as made from the
Corporation's earnings and profits, the distributions will be dividends
taxable as ordinary income. The Corporation has sufficient earnings and
profits that participating shareholders can expect that the full amount
of any distribution under the Plan will be taxable as a dividend.
Accordingly, Participants who purchase shares under the Plan through
dividend reinvestment generally will recognize income in an amount equal
to the fair market value of a share of Common Stock on the dividend
payment date multiplied by the number of shares purchased (including any
fractional share). The tax basis for shares purchased under these
circumstances will be equal to the fair market value of the shares on the
dividend payment date. The holding period for such shares will commence
on the day after the dividend payment date.
The Internal Revenue Service also has ruled that purchases of
stock with voluntary cash payments under a dividend reinvestment plan
that contained provisions substantially similar to those for voluntary
cash payments under the Plan did not result in income to Participants
making such purchases. Accordingly, Participants who purchase Common
Stock under the Plan with voluntary cash payments should not recognize
income in connection with such purchases. The tax basis of shares
purchased under these circumstances will be equal to the purchase price.
The holding period for such shares will commence on the day after the
dividend payment date.
In the case of any shareholder for whom Federal income tax
withholding on dividends is required, and in the case of a foreign
shareholder whose income is subject to Federal income tax withholding,
the Corporation will reinvest dividends net of the amount of tax required
to be withheld.
Dividends reinvested under the Plan by corporate shareholders
may be eligible for the 70% dividends-received deduction.
A Participant whose fractional interest in a share of Common
Stock is liquidated for cash under the Plan generally will recognize
capital gain or loss in an amount equal to the difference between the
cash payment and the Participant's tax basis in the fractional interest.
Whether any such gain or loss will be taxed as long-term or short-term
capital gain or loss will depend upon the Participant's holding period.
The foregoing summary of certain Federal income tax consequences is
general and does not purport to cover every situation. Moreover, it does
not include a discussion of state and local tax consequences of
participation in the Plan. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES IN THEIR
PARTICULAR CIRCUMSTANCES.
Other Information
25. What happens if the Corporation declares a stock dividend or a
stock split?
The Corporation's Common Stock in a Participant's account will
be adjusted to give effect to the stock dividend or stock split. In such
event, the number of shares available for issuance under the Plan shall
likewise be adjusted.
26. How will the shares credited to a Participant's account be
voted at a meeting of the shareholders?
Each Participant will receive a proxy which will enable them to
vote whole shares and fractional interests registered in their name as
well as whole shares and fractional interests credited to their Plan
account. Shares held by the Plan Administrator for the account of a
Participant who does not promptly return a proxy will not be voted.
27. What are the responsibilities and liabilities of the
Corporation and the Plan Administrator?
The Corporation and the Plan Administrator shall not be liable
for any act taken in good faith omission to or for any good faith act,
including, without limitation, any claims of liability: (a) arising out
of failure to terminate a Participant's account upon their death; (b)
with respect to the prices at which shares of the Corporation's Common
Stock are purchased or sold, the times when or the manner in which such
purchases or sales are made, the decision whether to purchase such shares
of the Corporation's Common Stock on the open market or from the
Corporation, fluctuations in the market value of the Common Stock; and
(c) any matters relating to the operation or management of the Plan.
All transactions in connection with the Plan will be governed
by the laws of the Commonwealth of Pennsylvania.
28. May the Plan be modified or discontinued?
Yes. The Board of Directors of the Corporation, at its
discretion, may at any time suspend, terminate, modify or amend the Plan
and will endeavor to notify the Participants of any such suspension,
termination, modification or amendment. The Corporation may terminate,
for whatever reason at any time as it may determine in its sole
discretion, a Participant's participation in the Plan after mailing a
notice of intention to terminate to the Participant at the address as it
appears on the Plan's administrative records.
29. May a Participant pledge shares held in their account under the
Plan?
No. Shares credited to a Participant's account under the Plan
may not be pledged or assigned, nor may any rights or interests under the
Plan be transferred, pledged or assigned, and any purported pledge,
assignment or transfer shall be void. A Participant who wishes to pledge
or assign his/her shares held under the Plan must withdraw those shares
from the Plan.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of
shares that will ultimately be purchased from the Corporation under the
Plan or the prices which it will receive for such shares. When shares
are purchased from the Corporation, the net proceeds from such sales will
be used for general corporate purposes.
EXPERTS
The consolidated financial statements of the Corporation and
subsidiaries incorporated by reference in the Annual Report (Form 10-K)
of the Corporation for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance on such report given on their authority as experts in accounting
and auditing.
Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required), and
independent auditors' reports, which financial statements and schedules
will have been audited to the extent and for the periods set forth in
such reports by the firm or firms rendering such reports, and to the
extent so audited and consent to incorporation by reference is given,
will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and
auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock
offered hereby, upon their issuance or sale, in accordance with the terms
of the Plan, shall be validly issued, fully paid and non-assessable has
been rendered by Fox, Rothschild, O'Brien & Frankel.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-Laws,
provides the Corporation's directors and officers with a broad range of
limitation from liability and indemnification for actions and inactions
in connection with the performance of their duties. Aside from matters
involving criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken unless the
director has breached or failed to perform his or her duties of office
and such breach or failure constitutes self-dealing, willful misconduct
or recklessness. The Corporation's directors and officers are entitled
to be indemnified in connection with, or resulting from the defense of
any civil or criminal action which they are made parties or a party or
are otherwise involved by reason of being or having been a director or
officer, provided that the Corporation is not obligated to indemnify a
director or officer with respect to any matter as to which he shall be
finally adjudged in an action, suit or proceeding to have been liable for
willful misconduct or recklessness in the performance of his duties.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
Registration Fee $ 5,323.28
Legal Fees and Expenses 5,655.00
Printing Fees and Postage 1,233.00
Miscellaneous 0.00
$12,211.28
</TABLE>
Item 15. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law of 1988, as amended, (15 Pa. C.S.A. 1741-1750) (the "BCL") provides
that a business corporation shall have the power under certain
circumstances to indemnify directors, officers, employees and agents
against certain expenses incurred by them in connection with any
threatened, pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a bylaw adopted
by the shareholders, all powers enumerated in Section 1502 (relating to
general powers) and elsewhere in the BCL or otherwise vested by law in a
business corporation shall be exercised by or under the authority of, and
the business and affairs of every business corporation shall be managed
under the direction of, a board of directors. If any such provision is
made in the bylaws, the powers and duties conferred or imposed upon the
board of directors under the BCL shall be exercised or performed to such
extent and by such person or persons as shall be provided in the bylaws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. In performing
his duties, a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by any of the following:
(1) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(2) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional or
expert competence of such person; or
(3) A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance
to be unwarranted.
Except as otherwise provided in the bylaws, an officer shall perform
his duties as an officer in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation, and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. A person who so
performs his duties shall not be liable by reason of having been an
officer of the Corporation.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in which
offices or other establishments of the corporation are located, and all
other pertinent factors. The consideration of those factors shall not
constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a
director or any failure to take any action shall be presumed to be in the
best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a bylaw adopted by the shareholders so provides, a
director shall not be personally liable, as such, for monetary damages
for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of
his office under this section; and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any
criminal statute; or
(2) the liability of a director for the payment of taxes pursuant
to local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the
board, at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the
action with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the corporation
immediately after the adjournment of the meeting. The right to dissent
shall not apply to a director who voted in favor of the action. Nothing
in this Section 1721 shall bar a director from asserting that minutes of
the meeting incorrectly omitted his dissent if, promptly upon receipt of
a copy of such minutes, he notified the secretary, in writing, of the
asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person is or was a
representative of the corporation, or is or was serving at the request of
the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action or proceeding if
such person acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner
that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was not
unlawful.
Section 1742 of the BCL (relating to derivative actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a representative
of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of the action if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation. Indemnification shall not be made
under this section in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation unless, and
only to the extent that, the court of common pleas of the judicial
district embracing the county in which the registered office of the
corporation is located or the court in which such action was brought
determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of
Common Pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such
that to the extent that a representative of the business corporation has
been successful on the merits or otherwise in defense of any action or
proceeding referred to in Sections 1741 (relating to third party actions)
or 1742 (relating to derivative actions), or in defense of any claim,
issue or matter therein, such person shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification.
Under this section, unless ordered by a court, any indemnification under
Section 1741 (relating to third party actions) or 1742 (relating to
derivative actions) shall be made by the business corporation only as
authorized in the specific case upon a determination that indemnification
of the representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those sections.
The determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides
that expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to above may be paid by the business
corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the
representative to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the corporation as
authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses provided by
or granted pursuant to the other sections of the BCL shall not be deemed
exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any other bylaw,
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office.
Section 1746 of the BCL also provides that indemnification referred
to above shall not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted
for any action taken or any failure to take any action and may be made
whether or not the corporation would have the power to indemnify the
person under any other provision of law except as provided in this
section and whether or not the indemnified liability arises or arose from
any threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its bylaws, a
business corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation
or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him or incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability
under the provisions of the BCL. Such insurance is declared to be
consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of expenses
provided by, or granted pursuant to, the BCL shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representatives of that person.
Article IV of the By-Laws of the Corporation provides a broad range
of indemnification for its directors and officers. In essence, directors
and officers will be indemnified for any act committed while in the
course of their association with the Corporation, provided that the
director or officer shall not be finally adjudged in the action, suit or
proceeding to have been liable for willful misconduct or recklessness in
the performance of his duties as a director or officer.
Item 16. Exhibits
Exhibit 3(a) Articles of Incorporation of the Corporation as
amended through April 21, 1994
Exhibit 3(b) Amended Bylaws of the Corporation
Exhibit 5 Opinion of Fox, Rothschild, O'Brien & Frankel, Corporate
Counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien & Frankel
(included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal year ended
December 31, 1995
Exhibit 99(b) Univest Dividend Reinvestment and Stock Purchase Plan
introductory letter to Shareholders
Exhibit 99(c)**Univest Dividend Reinvestment and Stock Purchase Plan
Exhibit 99(d) Dividend Reinvestment Stock Purchase Plan
Authorization Form
* .. Incorporated by reference (File No. 0-7617)
** .. Incorporated by reference (Plan filed in detail within the definitive
proxy which was filed electronically on
March 7, 1996.)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liability under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
such final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Borough of Souderton,
Commonwealth of Pennsylvania, on March 27, 1996.
UNIVEST CORPORATION OF PENNSYLVANIA
By: Merrill S. Moyer
Title: Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Capacity Date
<S> <C> <C>
MERRILL S. MOYER Chairman, President 3/27/96
Principal Executive Officer and Director
WALLACE H. BIELER Senior Vice President and 3/27/96
Principal Financial and Chief Financial Officer
Accounting Officer
<CAPTION>
Capacity Date
<S> <C> <C>
JAMES L. BERGEY Director 3/27/96
HAROLD M. MININGER Director 3/27/96
CHARLES H. HOEFLICH Director 3/27/96
NORMAN G. GOOD Director 3/27/96
THOMAS K. LEIDY Director 3/27/96
JULES PEARLSTINE, ESQ Director 3/27/96
P. GREGORY SHELLY Director 3/27/96
R. LEE DELP Director 3/27/96
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Page
<S> <C> <C>
Exhibit 3(a) Articles of Incorporation of the 25 - 29
Corporation as amended through
April 21, 1994
Exhibit 3(b) Amended Bylaws of the Corporation 30 - 51
Exhibit 5 Opinion of Fox, Rothschild, O'Brien 52 - 53
& Frankel
Corporate Counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP 54
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien
& Frankel
(included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal
year ended December 31, 1995
Exhibit 99(b) Univest Dividend Reinvestment and Stock Purchase 55
Plan introductory letter to Shareholders
Exhibit 99(c)** Univest Dividend Reinvestment and Stock Purchase
Plan
Exhibit 99(d) Univest Dividend Reinvestment and Stock Purchase 56
Plan Authorization Form
</TABLE>
* .. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the definitive
proxy which was filed electronically on
March 7, 1996.)
UNIVEST CORPORATION OF PENNSYLVANIA
Amended Articles of Incorporation
April 12, 1994
1. The name of the corporation is: Univest Corporation of Pennsylvania
2. The location and post office address of its initial registered
office in this commonwealth is: c/o Union National Bank and Trust
Company of Souderton, Montgomery County, Pennsylvania.
3. The purpose or purposes of the corporation which shall be organized
under this Act are as follows: To engage in and do any lawful act
concerning any or all lawful business for which corporations may be
incorporated under this Act and to act as a one-bank holding company
under the Federal Bank Holding Company Act of 1956. (U.S.C., Title
12, Sections 1841-48), as amended by the Bank Holding Company Act of
1970.
4. The term of its existence is: Perpetual
5. The aggregate number of shares which this Corporation shall have
authority to issue is 12,000,000 shares of Common Stock having a
par value of Five Dollars ($5) per share.
No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares or any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares. In elections for directors of this
Corporation, cumulative voting shall not be permitted.
6. No holder of any shares of the stock of this Corporation shall have
any pre-emptive right to purchase, subscribe for or otherwise
acquire any shares of stock of this Corporation of any class now or
hereafter authorized or any securities exchangeable for or
convertible into such shares of any warrants or other instruments
evidencing rights or options to subscribe for, purchase or otherwise
acquire such shares; further, cumulative voting shall not be allowed
but each stockholder shall be entitled at all elections of directors
to cast a number of votes equal to the number of shares owned by him
for as many directors as there are to be elected.
7. The names and addresses of each of the incorporators and the number
and class of shares subscribed by each are:
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
<TABLE>
<CAPTION>
NUMBER AND
NAME ADDRESS CLASS OF SHARES
<S> <C> <C>
Russell M. Hillegass 608 Harleysville Pike 20
Souderton, PA 18964
Charles H. Hoeflich Box 197, Perkasie, PA 18944 20
Horace W. Longacre Godshall Road 20
Franconia, PA 18924
Harold M. Mininger 247 Franklin Avenue 20
Souderton, PA 18964
Raymond Rosenberger Forty Foot Road 20
Hatfield, PA 19440
</TABLE>
8. The presence in person or by proxy of Shareholders entitled to cast
at least 66 2/3% of the votes which all Shareholders are entitled to
cast shall constitute a quorum at a meeting of the Shareholders. If
a quorum is present, the affirmative vote of the majority of the
Shareholders represented at the meeting shall be the act of the
Shareholders unless the vote of a greater number is required by
these Articles or the Bylaws of this Corporation.
9. The affirmative vote of the holders of a majority of the shares of
this Corporation's stock, issued, outstanding, and entitled to vote,
shall be required to approve any of the following:
a. Any merger or consolidation of this Corporation with or into
any other corporations;
b. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of stock of this
Corporation, pursuant to a vote of the Stockholders;
c. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of this Corporation to any other
corporation, person or entity; or
d. Any transaction similar to or having similar effect as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a beneficial
owner, directly or indirectly, more than five percent (5%) of the
shares of this Corporation, issued, outstanding, and entitled to vote,
on the record date for the determination of Stockholders entitled to
notice and to vote at any special or annual meeting of the
Stockholders, then, and in that event, the affirmative vote of at least
seventy-five percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote, shall be required to approve any of the
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
transactions identified above in paragraphs (a) through (d), inclusive. The
affirmative vote of at least seventy-five percent (75%) of the shares
outstanding as set forth herein above shall be in lieu of the vote of
the Stockholders otherwise required by law.
The Board of Directors of this Corporation shall have the sole power
and duty to determine from the corporate stock records or from any
other source or from information known to the Board, if and when such
other corporation, person, or entity is a beneficial owner, directly or
indirectly, of more than five percent (5%) of the shares of this
Corporation, issued, outstanding, and entitled to vote. In addition
thereto, the Board of Directors shall have the sole power to determine
if any transaction is similar to, or has a similar effect as any of the
transactions identified above in paragraphs (a) through (d), inclusive.
Such determination as made by the Board of Directors shall be
conclusive and binding for all purposes hereof.
The provisions hereof shall not apply to any transaction which is
approved in advance by the majority vote of the members of the Board of
Directors of this Corporation at a meeting duly called and held in
accordance with the Bylaws of this Corporation.
This Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of at least seventy-five percent (75%)
of the shares of this Corporation, issued, outstanding, and entitled to
vote at any duly-convened annual or special meeting of the Stockholders
of this Corporation.
10. Any director, any class of directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time only for cause, and only by either the affirmative vote of a
majority vote of the Board of Directors in office, or the
affirmative vote of the holders of at least seventy-five percent
(75%) of the shares of this Corporation, issued, outstanding, and
entitled to vote for the election of directors. Cause shall
include, but not be limited to, the following:
a. Mismanagement, collusion, or fraud;
b. Improper conduct relating to the funds of this Corporation;
c. Violation of the fiduciary duty of the directors;
d. All acts, omissions, and concealments which involve a breach of
the legal or equitable duty, trust, or confidence justly reposed
in a Director;
e. Wasting corporate assets;
f. Judicially declared of unsound mind; or
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
g. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
11. The authority to make, amend, alter, change, or repeal the
Bylaws of the Corporation is hereby specifically granted to and
vested in the Board of Directors of the Corporation which must be
approved by a vote of the majority of the Board of Directors in
office at any regular or special meeting, duly convened after notice
for that purpose. This authority is subject to the power of the
Shareholders to make, amend, alter, change, or repeal the Bylaws of
the Corporation by the affirmative vote of seventy-five percent
(75%) of the shares of the Corporation's capital stock, issued,
outstanding and entitled to vote, at any regular or special meeting
duly convened after notice for that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
12. This Corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation
upon:
a. The affirmative vote of the holders of at least seventy-five
percent (75%) of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened; or
b. The affirmative vote of a majority of the members of the Board of
Directors of this Corporation and the Affirmative vote of the
holders of a majority of the shares of this Corporation, issued,
outstanding, and entitled to vote at any regular or special
meeting duly convened.
13. Nominations for the election of members of the Board of
Directors may be made by the Board of Directors or by any
Stockholder entitled to vote for the election of Directors.
Nominations made by Stockholders entitled to vote for the election
of Directors shall be made by notice, in writing, delivered to or
mailed by registered return receipt mail, postage prepaid, to the
Secretary of this Corporation, not less than thirty days nor more
than fifty days prior to any meeting of the Stockholders called for
the election of Directors; provided, however, that if less than
twenty-one days notice of the meeting is given to the Stockholders,
such a nomination shall be delivered or mailed to the Secretary of
this Corporation not later than the close of the seventh day
following the date on which the notice of the meeting was mailed to
the Stockholders. Such notification shall contain the following
information to the extent known to the Stockholder intending to
nominate any candidate for election to the Board of Directors:
a. The names, ages, and resident addresses of each of the proposed
nominees;
b. The principal occupation or employment and business address of
each proposed nominee;
Univest Corp of PA April 12, 1994
Amended Articles of Incorporation
c. The total number of shares of this Corporation that, to the
knowledge of the notifying Stockholder, will be voted for each of
the proposed nominees;
d. The name and resident address of the notifying Stockholder; and
e. The number of shares owned by the notifying Stockholder.
Any nomination for Directors made by a Stockholder not made in
accordance herewith may be disregarded by the Secretary of the meeting,
and the votes cast for such nominee may be disregarded by the judges of
election.
The undersigned, being Secretary of Univest Corporation of
Pennsylvania, HEREBY CERTIFIES That the foregoing is a true and correct
compilation, of the Articles of Incorporation of the Corporation, as
amended, up to and including the date hereof; and FURTHER CERTIFIES
That the Articles of Incorporation, as amended, as set forth therein,
are as of the date hereof, in full force and effect.
Date: April 10, 1996 Robert H. Schong, Corporate Secretary
UNIVEST CORPORATION
OF PENNSYLVANIA
BYLAWS
Adopted - May 25, 1983
Amended - March 20, 1984
Amended - December 28, 1988
Amended - December 27, 1989
Amended - July 25, 1990
Amended - September 28, 1994
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ARTICLE I - General
Page
<S> <C> <C>
Sec. 1 Office 1
Sec. 2 Seal 1
Sec. 3 Fiscal Year 1
<CAPTION>
ARTICLE II - Shareholders
<S> <C> <C>
Sec. 1 Place of Meetings 1
Sec. 2 Annual Meeting 1
Sec. 3 Special Meetings 1
Sec. 4 Adjournments of Meetings 2
Sec. 5 Notice of Meetings 2
Sec. 6 Waiver of Notice 3
Sec. 7 Quorum at Shareholders Meeting 3
Sec. 8 Shareholders' Proposals 3
Sec. 9 Voting of Shares 3
Sec. 10 Voting Power 3
Sec. 11 Proxies 4
Sec. 12 Judges of Election 5
Sec. 13 Determination of Shareholders of Record 6
Sec. 14 Certification by Nominee of Beneficial Owner 6
Sec. 15 Voting Lists 6
Sec. 16 Examination of Records 7
Sec. 17 Presiding Officer 7
Sec. 18 Nominations for Directors 7
<CAPTION>
ARTICLE III - Directors
<S> <C> <C>
Sec. 1 Number and Classifications 8
Sec. 2 Election 9
Sec. 3 Vacancies 9
Sec. 4 Resignation of Directors 9
Sec. 5 Removal of Directors 10
Sec. 6 Regular Meetings of the Board of Directors 10
Sec. 7 Special Meetings 10
Sec. 8 Notice of Meetings 10
Sec. 9 Presiding Officer and Order of Business 10
Sec. 10 Quorum 11
Sec. 11 Powers of Board of Directors 11
Sec. 12 Financial Report to Shareholders 12
Sec. 13 Committees 12
<CAPTION>
ARTICLE IV - Indemnification
<S> <C> <C>
Sec. 1 Indemnification 13
Sec. 2 Limitation of Directors' Liability 14
Sec. 3 Expenses 14
Sec. 4 Standard of Care and Justifiable Reliance 14
<CAPTION>
ARTICLE V - Officers
<S> <C> <C>
Sec. 1 Election of Officers and Agents 15
Sec. 2 Terms and Compensation 15
Sec. 3 Chairman 16
Sec. 4 President 16
Sec. 5 Vice President 16
Sec. 6 Secretary 16
Sec. 7 Treasurer 17
Sec. 8 Assistant Secretary 17
Sec. 9 Assistant Treasurers 17
<CAPTION>
ARTICLE VI - Execution of Documents
<S> <C> <C>
Sec. 1 Checks, Notes, Etc. 17
Sec. 2 Other Documents 17
<CAPTION>
ARTICLE VII - Share Certificates and Transfers
<S> <C> <C>
Sec. 1 Share Certificates 18
Sec. 2 Transfer of Shares 18
Sec. 3 Loss or Destruction of Share Certificates 18
Sec. 4 Transfer Agents and Registrars 19
<CAPTION>
ARTICLE VIII - Amendments
<S> <C> <C>
Sec. 1 Amendments to Bylaws 19
<CAPTION>
ARTICLE IX - Miscellaneous
<S> <C> <C>
Sec. 1 Statement Relating to Act 92 of 1983 19
Sec. 2 Statement Relating to Act 36 of 1990 19
</TABLE>
BYLAWS
UNIVEST CORPORATION OF PENNSYLVANIA
(Adopted May 25, 1983)
(Amended March 20, 1984)
(Amended April 14, 1987)
(Amended December 28, 1988
(Amended December 27, 1989)
(Amended July 25, 1990)
(Amended September 28, 1994)
ARTICLE I
General
SECTION 1 - Office:
The principal office of the Corporation shall be in Souderton,
Pennsylvania.
SECTION 2 - Seal:
The Corporation shall have a corporate seal which shall contain the
words "Univest Corporation of Pennsylvania" in a circle within which the
word "SEAL" shall be embossed. It shall not be necessary to affix an
impression of the corporate seal to any instrument or other document for
the valid execution, assignment, or endorsement by the Corporation.
SECTION 3 - Fiscal Year:
The fiscal year of the Corporation shall end on the 31st day of
December.
ARTICLE II
Shareholders
SECTION 1 - Place of Meetings:
The Shareholders' Meeting shall be held at the principal office of
the Corporation or at such other place, within or without the
Commonwealth of Pennsylvania, as designated in a notice of the meeting
each Shareholder shall receive.
SECTION 2 - Annual Meeting:
The Annual Meeting of Shareholders shall be held on the second
Tuesday of April each year or on such other date as determined by the
Board of Directors.
SECTION 3 - Special Meetings:
Special meetings of the Shareholders may be called at any time by
the Chairman or by the majority vote of all of the members of the Board
of Directors entitled to vote.
A. Upon written request to the Secretary, sent by registered mail
or delivered to the Secretary in person, by any persons entitled to
call a special meeting of the Shareholders as set forth in Section 3
above, the Secretary shall call a special meeting as follows:
1. The time of the special meeting shall be scheduled by the
Secretary in accordance with the written request, provided:
a. That the meeting may not be scheduled less than fifteen
(15) days or more than sixty (60) days after the receipt of the
written request to hold a special meeting.
b. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling
the meeting may do so, subject, however, to the requirements of
notice as set forth in Article II, Section 5.
SECTION 4 - Adjournment of Meetings:
Any regular or special meeting of the Shareholders, including one at
which Directors are to be elected, may be adjourned for such period as
the Shareholders present and entitled to vote shall direct.
SECTION 5 - Notice of Meeting:
A. Notice shall be sent to each Shareholder by the Secretary. If
the Secretary fails to send notice as required, then and in that event,
the person who is authorized to call the meeting shall do so.
B. Notice shall be sent to Shareholders of record entitled to vote
at the meeting, not less than ten (10) days prior to the date of the
meeting.
C. Whenever written notice is required to be given to any person
under the provisions of these Bylaws, it may be given to the person
either personally or by sending a copy thereof by first class or express
mail, postage prepaid, or by telegram (with messenger service specified),
telex or TWX (with answer-back received) or courier service, charges
prepaid, or by telecopier, to his address (or to his telex, TWX,
telecopier or telephone number) appearing on the books of the Corporation
or, in the case of Directors, supplied by the Director to the Corporation
for the purpose of notice. If the notice is sent by mail, telegraph or
courier service, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or with a
telegraph office, or courier service for delivery to that person or, in
the case of telex or TWX, when dispatched.
D. Notice shall specify the place, the day, and the hour of the
meeting. In the case of special meetings, it shall include all the
above, and it shall also include a description of the general nature of
the business to be transacted at the meeting.
E. Notice of an adjourned meeting or of the business to be
transacted at an adjourned meeting need not be given other than by
announcement at the same meeting at which the adjournment action is
taken, unless the Board of Directors fix a new record date for the
adjourned meeting.
SECTION 6 - Waiver of Notice:
A waiver of notice shall be deemed equivalent to the receipt of
notice if it is signed by the person or persons entitled to receive such
notice.
A. With the exception of a special meeting, neither the business to be
transacted nor the purpose of the meeting need be specified in the
waiver of notice of such meeting.
B. Attendance of a person either in person or by a proxy at any meeting
shall constitute a waiver of notice of that meeting.
1. A waiver of notice shall not be applied to the person who
attends a meeting for the express purpose of objecting to the
transaction of any business because a meeting was not lawfully
called.
SECTION 7 - Quorum at Shareholders' Meetings and Shareholder Consent:
A. The presence in person or by proxy of Shareholder's entitled to cast
at least 66 2/3% of the votes which all Shareholders are entitled to
cast shall constitute a quorum at a meeting of the Shareholders. If
a quorum is present, the affirmative vote of the majority of the
Shareholders represented at the meeting shall be the act of the
Shareholders unless the vote of a greater number is required by
these Bylaws, as defined in Article II, Section 10. (Voting Power)
B. No action required to be taken or which may be taken at any annual
or special meeting of the Shareholders of the Corporation may be
taken without a meeting, and the power of the Shareholders of the
Corporation to consent in writing to action without a meeting is
specifically denied.
SECTION 8 - Shareholders' Proposals:
A proposal for action to be presented by any shareholder at an
annual or special meeting of shareholders shall be out of order unless
specifically described in the Company's notice to all shareholders of the
meeting and the matters to be acted upon thereat or unless the proposal
shall have been submitted in writing to the Chairman and received at the
principal executive offices of the Company at least 60 days prior to the
date of such meeting, and such proposal is, under law, an appropriate
subject for shareholder action.
SECTION 9 -Voting of Shares:
Unless otherwise provided in the Articles of Incorporation, every
Shareholder of record shall have the right to one vote for every share
standing in the Shareholder's name on the books of the Corporation.
SECTION 10 -Voting Power:
The affirmative vote of the holders of a majority of the shares of
the Corporation's capital stock, issued, outstanding, and entitled to
vote, shall be required to approve any of the following:
A. Any merger or consolidation of the Corporation with or into any
other corporations; or
B. Any share exchange in which a corporation, person, or entity
acquires the issued or outstanding shares of capital stock of the
Corporation, pursuant to a vote of the Shareholders;
C. Any sale, lease, exchange, or other transfer of all, or
substantially all of the assets of the Corporation to any other
corporation, person, or entity; or
D. Any transaction similar to, or having similar effect, as the
foregoing transactions.
In the event any corporation, person, or entity owns, as a
beneficial owner, directly or indirectly, more than 5% of the shares of
capital stock of the Corporation, issued, outstanding, and entitled to
vote, on the record date for determination of Shareholders entitled to
notice thereof and to vote thereon, than and in that event, 75% of the
shares of the Corporation's capital stock, issued, outstanding, and
entitled to vote, shall be required to approve any of the transactions
identified above in Paragraphs A. through D., inclusive. The affirmative
vote of 75% of the shares outstanding as set forth herein above shall be
in lieu of the vote of the Shareholders otherwise required by law.
The Board of Directors of the Corporation shall have the power and
duty to determine from the corporate stock records or from any other
source or from information known to the Board, if and when such other
corporation, person, or entity is the beneficial owner, directly or
indirectly, of more than 5% of the shares of capital stock of the
Corporation, issued, outstanding, and entitled to vote; and in addition
thereto, the Board of Directors shall have the power to determine if any
transaction is similar to, or has a similar effect as, any of the
transactions identified above in Paragraphs A. through D., inclusive.
Such determination as made by the Board of Directors shall be conclusive
and binding for all purposes of this section.
The provisions of this section shall not apply to any transaction
which is approved in advance by a majority of the members of the Board of
Directors of the Corporation at a meeting duly called and held in
accordance with these Bylaws.
The Corporation may voluntarily completely liquidate and/or dissolve
only if the proposed liquidation and/or dissolution is approved by the
affirmative vote of the holders of 75% of the shares of the Corporation's
capital stock, issued, outstanding, and entitled to vote.
SECTION 11 - Proxies:
Every share may be voted either in person or by proxy.
If a proxy, the following are the proxy requirements:
A. Every proxy shall be executed in writing by the Shareholder or by
his duly-authorized attorney in fact (who shall file a written Power
of Attorney with the Secretary of Univest Corporation).
B. A proxy, unless coupled with an interest, shall be revocable at
will.
C. The revocation of a proxy shall not be effective until such notice
has been given to the Secretary of Univest Corporation, or a
shareholder appears in person at the meeting and revokes the proxy
by a written designation to the Corporation.
D. An unrevoked proxy shall not be valid for more than three (3) years
from the date of its execution.
E. Unless the Secretary of Univest Corporation receives a certificate
of death or a notice of incapacity before the vote is counted, a
proxy shall not be revoked by the death or incapacity of a
Shareholder.
SECTION 12 - Judges of Election:
The elections for Directors do not have to be by written ballot.
However, a Shareholder, before the voting begins, may request that the
election be held by written ballot.
The Board of Directors may appoint in advance of any meeting of
Shareholders, judges to act as judges of election at such meeting. The
judges of election need not be Shareholders.
A. Should the judges of election not be appointed, the chairman of the
meeting may appoint the judges of election for that meeting at or
before the meeting.
B. The number of judges appointed shall be three (3).
C. No person who is a candidate for office shall be appointed and act
as a judge of election.
D. Should a judge fail to appear, refuse or be unable to act, his
vacancy shall be filled by appointment made by the chairman or
presiding officer at the meeting.
E. The duties of the judges of election shall be as follows:
1. To determine the number of shares outstanding and the voting power
of each Shareholder.
2. To determine the shares represented at the meeting.
3. To determine the existence of a quorum pursuant to these Bylaws.
4. To determine the authenticity, validity, and effect of proxies.
5. To hear and determine all challenges and questions in any way
arising in connection with the right to vote at the election.
6. To count and tabulate all votes and determine the result of the
election.
7. And to do such acts as may be proper to conduct the election or
vote with fairness to all Shareholders.
F. The decision of the majority of the judges shall be effective in all
respects as if the decision had been made by all unanimously.
G. On request of the chairman or the presiding officer or any
Shareholder or a Shareholder's proxy, the judges may make a report
in writing of any challenge or question or matter determined by
them.
1. Any report made by the judges shall be prima facie evidence of the
facts stated in the report.
SECTION 13 - Determination of Shareholders' of Record:
The Board of Directors may fix a time, not more than seventy (70)
days prior to:
A. The record date of any meeting of the Shareholders, or
B. The date fixed for the payment of any dividend, or
C. The date when any change or conversion or exchange of shares
shall take effect.
The following date shall determine the Shareholders' of Record
entitled to the following:
A. To receive notice of the meeting;
B. To be entitled to vote at such meeting; and/or
C. To receive payment of such dividend; and/or
D. To receive any allotment of rights; and/or
E. To exercise any rights, notwithstanding any transfer of any
shares on the books of the Corporation after the record date as
fixed above.
F. When a determination of Shareholders of Record has been
made for purposes of a meeting, the determination shall apply
to any adjournment thereof unless the Board fixes a new record
date for the adjourned meeting.
SECTION 14 - Certification by Nominee of Beneficial Owner:
The Board of Directors, by resolution adopted by majority vote,
shall have the power to adopt a procedure whereby a shareholder of
the Corporation may certify in writing to the Corporation that all
or a portion of the shares registered in the name of the Shareholder
are held for the account of a specified person or persons.
SECTION 15 - Voting Lists:
The officer or agent having charge of the transfer books for
shares of the Corporation shall make a complete list of the
Shareholders as of the record date who shall be entitled to vote at
the meeting.
A. The list will be arranged in alphabetical order with the
address and the number of shares of each Shareholder.
B. The list shall be kept on file at the registered office of
the Corporation and shall be subject to an inspection by any
Shareholder at any time during usual business hours.
C. The list shall also be produced and kept open at the time
and place of the Shareholders' meeting and shall be subject to
the inspection by any Shareholder during the time of the
meeting.
D. The list of Shareholders shall be evidence as to who are the
Shareholders entitled to examine the lists, or to vote in
person or by proxy, at any Shareholders' meeting.
SECTION 16 - Examination of Records:
Upon reasonable advance notice in writing, every Shareholder
shall have the right to examine in person or by agent or by attorney
at any reasonable time or times and for any reasonable purpose the
share register, the books of records of account, and records of the
proceedings of the Shareholders and Directors.
SECTION 17 - Presiding Officer:
All meetings of the Shareholders shall be called to order and
presided over by the Chairman, or, by a temporary Chairman elected
by the Shareholders present at the meeting.
SECTION 18 - Nominations for Directors:
Nominations for the election of Directors may be made by the
Board of Directors or by any Shareholder entitled to vote for the
election of Directors. Nominations made by Shareholders entitled to
vote for the election of Directors shall be made by notice, in
writing, delivered or mailed by registered return receipt mail,
postage prepaid, to the Secretary of the Corporation, not less than
thirty (30) days nor more than fifty (50) days prior to any meeting
to the Shareholders called for the election of Directors; provided,
however, that if less than twenty-one (21) days notice of the
meeting is given to the Shareholders, such a nomination shall be
delivered or mailed to the Secretary of the Corporation not later
than the close of the seventh (7th) day following the date on which
the notice of the meeting was mailed to the Shareholders. Such
notification shall contain the following information to the extent
known to the Shareholder intending to nominate any candidate for
election to the Board of Directors:
A. The names, ages, and resident addresses of each of the
proposed nominees;
B. The principal occupation or employment and business address
of each proposed nominee; and
C. The total number of shares of the Corporation that, to the
knowledge of the notifying Shareholders, will be voted for
each of the proposed nominees;
D. The name and resident address of the notifying Shareholder;
E. The number of shares owned by the notifying Shareholder.
Any nomination for Director made by a Shareholder not made in
accordance herewith may be disregarded by the Secretary of the
meeting, and the votes cast for such nominee may be disregarded by
the judges of election.
ARTICLE III
Directors
SECTION 1 - Number and Classification:
The business and affairs of the Corporation shall be managed by
a Board of Directors.
A. The Board of Directors shall be individuals who need not be
resident of the Commonwealth of Pennsylvania or Shareholders of the
Corporation. Individuals shall retire from the Board of
Directors on the first day of the month following their seventy-second
(72d) birthday. Persons who were Directors of Union National Bank and
Trust Company of Souderton on or before February 3, 1970, are
exempt from this retirement provision.
B. The Board of Directors shall have the power to fix the number of
Directors and to determine, from time to time, in which category
a Director shall be placed. The categories of Directors shall be
Class I, Class II, and Class III. Action may be taken by the Board
from time to time, by proper resolution, to increase or decrease the
number of Directors without a vote of the Shareholders, provided
that the number of Directors is not less than five (5) or more than
twenty-five (25).
1. In the event that the Board of Directors shall decide by
resolution to reduce the size of the Board, they must include within
the resolution a statement as to the term of a Director or Directors
who will be removed from office or terminate at the end of
their then-existing term.
2. The Board of Directors shall be divided into three classes to be
known as Class I, Class II, and Class III. Each class shall be as
nearly equal in number as possible, with the term of office of one
class expiring each year. Of the initial classified Board of
Directors first chosen, after adoption of these Bylaws, Class I
shall consist of three (3) Directors who shall be elected to hold
office for the term of one (1) year or until the next annual
election; Class II shall consist of four (4) Directors each to hold
office for two (2) years, or until the second annual election.
Class III shall consist of four (4) directors each to hold
office for three (3) years, or until the third annual election. At
each annual election, the successors to each class of Directors,
whose terms shall expire in that year, shall be elected to hold
office for the term of three (3) years, so that the term of office of
one class of Directors shall expire each year when their respective
successors have been duly elected by the Shareholders and qualified.
At each annual election of Directors by the Shareholders of the
Corporation held during and after the third year or until the third
annual election, the Directors chosen to succeed those whose terms
then expired shall be identified as being of the same class of
Directors they succeed. When the number of Directors has
changed, then the newly-created directorship or any decrease in
directorships shall be apportioned among the classes of Directors
as to make all classes as nearly equal in number as possible.
C. In addition to the Directors elected in accordance with Article III,
Section 1., B., 2., herein above, there shall be elected by the
Shareholders at the annual meeting of the Shareholders three (3)
Directors who shall be called "Alternate Directors."
D. Alternate Directors shall attend all meetings of the Board of
Directors and shall have the right to participate in the discussions
held. However, alternate Directors shall have no voting power, shall
not be included in determining whether a quorum of the Board is
present and shall not be appointed to any committees of the Board.
They shall be paid for their attendance at the meetings of the Board
of Directors in accordance with the resolutions adopted by the Board.
SECTION 2 - Election:
The Directors shall be elected at the Annual Meeting of the
Shareholders.
A. If not elected at an annual meeting, they may be elected at a special
meeting called for that purpose.
B. Each Director shall hold office until his successor is elected or
until his resignation, removal from office, or death.
SECTION 3 - Vacancies:
The Board of Directors shall appoint a Director from the pool of
Alternate Directors to fill any vacancy of the Board of Directors
created by the resignation, death, incapacity, or removal from
office of any Director. An Alternate Director appointed to fill
such vacancy shall serve the unexpired term of the Director he
replaces. Any such appointment by the Board of Directors shall be
approved by a majority vote of the remaining members of the Board of
Directors, even though it may be less than a quorum.
A. Within the meaning of this section, a vacancy or vacancies shall
be deemed to exist in case the Board of Directors shall increase
the authorized number of Directors but shall fail at the meeting
at which such increase is authorized and approved to elect the
additional Directors provided for, or in case the Shareholders
shall fail at any time to elect a full Board of Directors.
B. In the event of a vacancy in the pool of Alternate Directors, the
Board of Directors during the year prior to the Shareholders'
meeting shall have the right to appoint a successor Alternate
Director who shall serve in that capacity until the next annual
Shareholders' meeting. Said appointment shall be approved by a
majority vote of the remaining members of the Board, even though
it may be less than a quorum.
SECTION 4 - Resignation of Directors:
A Director may resign at any time by written resignation
delivered to the Secretary. Unless otherwise specified in the
resignation, it shall take effect upon receipt by the Secretary.
Failure of a member of the Board of Directors to attend regular
meetings of the Board for six months, unless excused by resolution
of the Board of Directors, shall automatically constitute a
resignation, effective upon acceptance by the Board of Directors.
SECTION 5 - Removal of Directors:
Any Director, any class of Directors, or the entire Board of
Directors of this Corporation, may be removed from office at any
time for cause, by the affirmative vote of a majority of the Board
of Directors in office, or by the affirmative vote of the holders of
at least 75% of the shares of this Corporation, issued, outstanding,
and entitled to vote for the election of Directors. Cause shall
include, but not be limited to, the following:
A. Mismanagement, collusion, or fraud;
B. Improper conduct relating to the funds of this Corporation;
C. Violation of the fiduciary duty of the Directors;
D. All acts, omission, and concealments which involve a breach of the
legal or equitable duty, trust, or confidence justly reposed in a
Director;
E. Wasting of corporate assets;
F. Judicially declared of unsound mind; or
G. Conviction of an offense punishable by imprisonment for a term of
more than one (1) year.
SECTION 6 - Regular Meetings of the Board of Directors:
The Board of Directors shall, without notice, hold an annual
meeting immediately after the Annual Meeting of the Shareholders, or
after the last adjournment thereof, and shall hold other regular
meetings at such times and places as it may determine.
SECTION 7 - Special Meetings:
The Board of Directors shall hold such special meetings as shall
be called by the Chairman, or President, or the Vice President, or
the majority of the Directors in office.
A. Each meeting shall be held at such time and place as shall be
designated in the notice of the meeting sent by the Secretary.
SECTION 8 - Notice of Meetings:
Written notice of all meetings except the annual meeting of the
Board of Directors shall be given by, or at the direction of, the
person or persons calling the meeting at least one (1) day prior to
the day named for the meeting.
SECTION 9 - Presiding Officer and Order of Business:
All meetings of the Directors shall be called to order and
presided over by the Chairman, or in his absence, by the President.
If the Chairman or the President are not present, the Board of
Directors shall elect a temporary Chairman. At the annual meeting
the Chairman shall preside and have a temporary Chairman elected for
the purpose of conducting the election of Directors.
A. As far as consistent with the purpose of the meeting, the order of
business at all meetings shall be as follows:
1. Roll call.
2. Reading of the minutes of the preceding meeting and action on
the minutes.
3. Reports of officers and committees as called for by the
presiding officer.
4. Unfinished business.
5. New business.
6. Adjournment.
SECTION 10 - Quorum:
A majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business.
A. The acts of the majority of the Directors present at a meeting at
which a quorum is present shall be the acts of the entire Board of
Directors.
B. If the Directors shall unanimously consent in writing to any
action to be taken by the Corporation, that action shall be a
valid corporate action as though it had been authorized at a
meeting of the Board of Directors.
SECTION 11 - Powers of Board of Directors:
All general and special powers of the Corporation shall be
exercised by the Board of Directors.
A. The Board of Directors may, by resolution adopted by a majority of
the Board of Directors in office, delegate two (2) or more of its
members to act as an Executive Committee.
1. The Executive Committee shall have and exercise the authority
of the Board of Directors in the management of the business of the
Corporation.
B. The Board of Directors shall have power, in general, to do all
things in and about the control and management of the business,
the property, and affairs of the Corporation, consistent with the
law and the Articles and Bylaws of the Corporation.
1. The Board of Directors may from time to time adopt such
regulations with respect to the powers and duties of the officers
of the Corporation and the conduct of the Corporation's business
as the Board may deem proper and expedient.
C. The Board of Directors of the Corporation, when evaluating any
offer of another party to:
1. Make a tender or exchange offer for any equity security of
the Corporation;
2. Merge or consolidate the Corporation with another
corporation;
3. Purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation; or
4. Engage in any transaction similar to, or having similar
effects as, any of the forgoing transactions; shall, in connection
with the exercise of its judgment in determining what is the best
interest of the Corporation and its Shareholders, give due
consideration to all relevant factors, including, without
limitation, the social and economic effects of the proposed
transaction on the depositors, employees, suppliers, customers,
and other constituents of the Corporation and its subsidiaries,
and on the communities in which the Corporation and its
subsidiaries operate or are located, the business reputation of
the other party, and the Board of Directors' evaluation of the
then value of the Corporation in a freely negotiated sale and of
the future prospects of the Corporation as an independent entity.
SECTION 12 - Financial Report to Shareholders:
The Board of Directors shall send to the Shareholders, within one
hundred twenty (120) days after the close of the Corporation's
fiscal year, a financial report.
A. The Report shall give a summary of the assets and liabilities of
the Corporation.
B. The amount of dividends paid or declared during the past year.
C. The condition as to surplus or deficit and how acquired or
created.
D. The number of shares issued and outstanding, together with any
such particulars as are necessary to disclose the general nature
of the liabilities and assets of the Corporation.
E. The Report shall also set forth a balance sheet as of the closing
date of the preceding fiscal or calendar year, together with a
statement of income and profit and loss for the year ending on
that date.
F. All reports shall be verified by an Independent Certified Public
Accountant.
1. The Independent Certified Public Accountant may not be a
Director or full-time employee of the Corporation.
SECTION 13 - Committees:
The Board of Directors, by resolution adopted by a majority of the
Directors in office, may from time to time, appoint such standing or
special committees to consist of one or more Directors of the
Corporation. Any committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise
all of the powers and authority of the Board, except that a
Committee shall not have any power or authority as to the following:
A. Submission to Shareholders of any action requiring approval of
Shareholders;
B. Creation of/or filling of vacancies in the Board of Directors;
C. Adoption, amendment, or repeal of the Bylaws;
D. Amendment or repeal of any resolution of the Board that by its
terms is amendable or repealable only by the Board; or
E. Action on matters committed by the Bylaws or resolution of the
Board of Directors to another committee of the Board.
ARTICLE IV
Indemnification
SECTION 1 - Indemnification:
The Corporation shall indemnify any person who is or was or shall
be a Director, Alternate Director, Officer, employee or agent of the
Corporation, or who is, was, or shall be serving at the request of
the Corporation as a Director, Alternate Director, officer, employee
or agent of another Corporation, partnership, joint venture, trust
or other enterprise, and the respective heirs, executors,
administrators and assigns of each of the foregoing, against all
reasonable expenses and liabilities (including, without limitation,
attorneys' fees, court costs, fines, and amounts paid in
satisfaction of judgments or in reasonable settlement), actually and
reasonably incurred by, or imposed upon him in connection with, or
resulting from the defense of any civil or criminal action, suit or
proceeding whether civil, criminal, administrative or investigative
(or any appeal therein), including without limitation an action,
suit or proceeding by or in the right of the Corporation, in which
they, or any of them, are made parties or a party or are otherwise
involved by reason of being or having been a Director, Alternate
Director, officer, employee or agent of the Corporation or of such
other Corporation, whether or not he is or continues to be a
Director, Alternate Director, officer, employee or agent at the time
such expenses or liabilities are paid or incurred. Notwithstanding
the foregoing, the Corporation need not indemnify such Director,
Alternate Director, Officer, employee or agent with respect to any
mater as to which he shall be finally adjudged in such action, suit
or proceeding to have been liable for willful misconduct or
recklessness in the performance of his duties as such Director,
Alternate Director, officer, employee or Agent. In the case of a
criminal action, suit or proceeding, a conviction (whether based on
a plea of guilty or nolo contenders or its equivalent, or after
trial) shall not of itself be deemed an adjudication that such
Director, alternate Director, officer, employee or agent or former
Director, Alternate Director, officer, employee or agent is liable
for willful misconduct or recklessness in the performance of his
duties as such Director, Alternate Director, officer, employee or
agent. With respect to payment of amounts in settlement or
compromise, the Corporation shall be obliged to indemnify hereunder
only if the Board of Directors shall adopt a resolution determining
that such settlement or compromise is reasonable, and approving the
same.
A. The indemnification provided hereunder shall be in addition to and
not exclusive of any other right to which those seeking
indemnification may be entitled under any agreement, vote of
Shareholders, or disinterested Directors, other By-Law, or
otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding such office; and shall
continue as to a person who has ceased to be a Director, Alternate
Director, or officer, and shall inure to the benefit of their
heirs, executors, and administrators of such person.
B. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a Director, Alternate Director, officer,
employee or agent, is now or was serving at the request of the
Corporation as a Director, Alternate Director, officer, employee
or agent of a subsidiary of the Corporation, another company,
partnership, joint venture, or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions above mentioned.
SECTION 2 - Limitation of Directors' Liability:
A Director of the Corporation shall not be personally liable, as
such, for monetary damages for any action taken, or any failure to
take any action unless the Director has breached or failed to
perform his duties of his office as provided under this Article, and
the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. This provision shall not apply to the
responsibility or liability of a Director pursuant to any criminal
statute or for the liability of a Director for the payment of taxes
pursuant to local, state, or federal law, nor shall this provision
apply to any actions filed prior to the date of the adoption of this
provision, nor to any breach of performance of duty or any failure
of performance of duty by a Director prior to the date of adoption
of this provision.
SECTION 3 - Expenses:
Expenses incurred by a Director, Alternate Director, officer,
employee or agent in defending a civil or criminal action, suit or
proceeding, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of such person to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation.
SECTION 4 - Standard of Care and Justifiable Reliance:
A. A Director shall stand in a fiduciary relation to the Corporation
and shall perform his duties as a Director, including his duties
as a member of any committee of the Board upon which he may serve,
in good faith, in a manner he reasonably believes to be in the
best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his
duties, a Director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or
presented by any of the following:
1. One or more officers or employees of the Corporation whom the
Director reasonably believes to be reliable and competent in the
matters presented.
2. Counsel, public accountants or other persons as to matters
which the Director reasonably believes to be within the
professional or expert competence of such person.
3. A committee of the Board upon which he does not serve, duly
designated in accordance with law, as to matters within its
designated authority, which committee the Director reasonably
believes to merit confidence.
A Director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.
B. In discharging the duties of their respective positions, the Board
of Directors, committees of the Board, and individual Directors
may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers
and customers of the Corporation and upon communities in which
offices or other establishments of the Corporation are located,
and all other pertinent factors. The consideration of those
factors shall not constitute a violation of Section 4.A. of this
Article.
C. Absent breach of fiduciary duty, lack of good faith or self-
dealing, actions taken as a Director or any failure to take any
action shall be presumed to be in the best interests of the
Corporation.
ARTICLE V
Officers
SECTION 1 - Election of Officers and Agents:
At the Annual Meeting, the Board of Directors shall elect:
A. A Chairman;
B. A President;
C. Any number of Vice Presidents they deem desirable as is fixed by a
resolution of the Board of Directors;
D. A Secretary;
E. A Treasurer;
F. One or more Assistant Secretaries;
G. And any other officers, assistant officers, and agents as the
Board deems advisable.
Any two (2) or more offices may be held by the same person.
SECTION 2 - Terms and Compensation:
The Board of Directors shall determine the terms and compensation
for all officers.
A. Unless a written contract is entered into with the officer, each
officer shall hold his office until the next annual meeting of the
Board of Directors and until his successor has been elected.
B. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served
by removing that officer.
C. Any removal of an officer shall be without prejudice to the
contract rights, if any, of the officer removed.
SECTION 3 - Chairman:
The Chairman's duties shall be as follows:
A. The Chairman shall preside at the Annual Meeting of the
Shareholders and shall act as the presiding officer unless a
temporary Chairman is elected by the Shareholders present at the meeting.
B. The Chairman shall act as the presiding officer at all Directors'
meetings and in the event of the Chairman's absence, the President
shall act in his place and stead.
C. The Chairman, along with the President, shall submit a written
annual report to the board of Directors and Shareholders.
SECTION 4 - President:
The President's duties shall be as follows:
A. He shall preside at all meetings of the Directors in the event
that the Chairman is absent. He shall preside at the Annual
Meeting of Shareholders in the event of the absence of the
Chairman.
B. He shall be ex-officio a member of all standing committees.
C. He shall have the custody of the corporate seal, although he may
entrust the corporate seal to his Secretary.
D. He shall make reports of the Corporation's business to the Board
of Directors at such times as the Board shall require.
E. He shall perform all the usual duties incident to the office of
President.
SECTION 5 - Vice President:
In the absence or disability of the President, his duties shall be
performed by the Vice Presidents. They shall perform such other
duties as may be assigned to them by the President or the Board of
Directors.
SECTION 6 - Secretary:
The Secretary shall attend the meeting of the Shareholders and the
Directors and keep minutes of those meetings in the Corporate Minute
Book.
A. The Secretary shall send out all notices for Shareholder meetings
and Directors meetings, unless some other person is delegated to
give that notice.
B. The Secretary shall perform all the usual duties incident to the
office of Secretary.
SECTION 7 - Treasurer:
The Treasurer shall receive all money paid to the Corporation and
keep, or cause to be kept, accurate accounts of all monies received
or payments made and books kept for that purpose.
A. He shall deposit all monies received by him in the name and to the
credit of the Corporation in a bank or other place of deposit as
the Board of Directors shall determine.
B. As directed by the president or the Board of Directors, he shall
disburse the money of the Corporation by checks or vouchers.
C. He shall give bond for the faithful discharge of his duties.
D. He shall perform all the usual duties incident to the office of
the Treasurer.
SECTION 8 - Assistant Secretaries:
In the absence or disability of the Secretary, his duties shall
be performed by the Assistant Secretaries. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
SECTION 9 - Assistant Treasurers:
In the absence or disability of the Treasurer, his duties shall
be performed by the Assistant Treasurers. They shall perform such
other duties as may be assigned to them by the President or the
Board of Directors.
ARTICLE VI
Execution of Documents
SECTION 1 - Checks, Notes, Etc.:
The Board of Directors shall from time to time designate the
officers or agents of the Corporation who shall have power:
A. As its representative, to sign and endorse checks and other
negotiable instruments and to borrow money for the Corporation.
B. And, as its representative, to make notes or other evidences of
indebtedness.
SECTION 2 - Other Documents:
Unless otherwise authorized by the Board of Directors:
A. All contracts, leases, deeds, deeds of trust, mortgages, powers of
attorney to transfer stock and for other purposes and all other
documents requiring the seal of the Corporation shall be executed
for and on behalf of the Corporation by
1. The President or
2. Other elected officer
B. The corporate seal shall be affixed by the President or any other
person authorized by him to do so, and all of which shall be
attested to by the Secretary and/or by such other persons as
selected by the President.
ARTICLE VII
Share Certificates and Transfers
SECTION 1 - Share Certificates:
Share Certificates of the Corporation shall be in such form as the
Board of Directors shall determine.
A. Every Share Certificate shall be signed by the President or Vice
President, or by any other officer designated by the Board of
Directors, shall be countersigned by the Treasurer or Secretary,
and sealed with the corporate seal.
B. The corporate seal may be affixed by a facsimile, engraved or
printed, and where the Share Certificate is signed by a transfer
agent, the signature of any corporate officer upon such
Certificate may be a facsimile, engraved or printed.
SECTION 2 - Transfer of Shares:
The shares of the capital stock of the Corporation shall:
A. Upon the surrender and cancellation of the Certificate be
transferred upon the books of the Corporation.
B. The transfer shall be at the request of the holder named in the
surrendered Certificate or by his legal representative or by his
attorney-in-fact duly authorized by a written power of attorney
filed with the Corporation's transfer agent.
SECTION 3 - Loss or Destruction of Share Certificates:
In case of loss or destruction of a Share Certificate, another may
be issued in lieu thereof in such manner and upon such terms as the
Board of Directors shall authorize in each particular case.
SECTION 4 - Transfer Agents and Registrars:
The Board of Directors shall appoint Union National Bank and Trust
Company of Souderton, Pennsylvania, to act as registrar of transfers
and transfer agent. No Share Certificate shall be valid or binding
upon the Corporation unless registered by the Corporation's
registrar of transfers and transfer agent.
ARTICLE VIII
Amendments
SECTION 1 - Amendments To Bylaws:
The authority to make, amend, alter, change, or repeal the Bylaws
of the Corporation is hereby specifically granted to and vested in
the Board of Directors of the Corporation which must be approved by
a vote of the majority of the Board of Directors in office at any
regular or special meeting, duly convened after notice for that
purpose. This authority is subject to the power of the Shareholders
to make, amend, alter, change, or repeal the Bylaws of the
Corporation by the affirmative vote of seventy-five percent (75%) of
the shares of the Corporation's capital stock issued, outstanding
and entitled to vote, at any regular or special meeting duly
convened after notice of that purpose. Notwithstanding the
foregoing, the Board does not have the power to amend any Bylaw
provision that is required by law to be amended by the Shareholders
of the Corporation.
ARTICLE IX
Miscellaneous
SECTION 1 - Statement Relating To Act 92 Of 1983:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Section 910 of the Pennsylvania Business
Corporation Law (15 P.S. 1910) as amended by Act 92 enacted December
23, 1983, shall not be applicable to this Corporation.
SECTION 2 - Statement Relating To Act 36 Of 1990:
Until otherwise authorized by amendment to these Bylaws adopted in
accordance with the provisions of Article VIII, Section 1., of these
Bylaws, the provisions of Subchapter G and Subchapter H of the
Business Corporation Act of 1988 (the "BCL") as amended by Act 36 of
1990 enacted April 27, 1990, shall not be applicable to this
Corporation, and that Subchapter I and Subchapter J of the BCL as
amended by Act 36 of 1990 shall not control nor have any affect on
this Corporation.
PA DIRECT DIAL (215) 699-6000
April 10, 1996
Mr. Merrill S. Moyer
Chairman and President
Univest Corporation of Pennsylvania
Broad and Main Streets
Souderton, PA 18964
Re: Univest Corporation of Pennsylvania (the "Corporation")
Registration Statement on Form S-3
Dear Mr. Moyer:
We have acted as counsel to the Corporation in connection
with the Corporation's Registration Statement on Form S-3
pertaining to the Corporation's Univest Dividend Reinvestment and
Stock Purchase Plan (the "Plan") which covers 500,000 shares of
the common stock, $5.00 par value per share, of the Corporation
which is being filed this date with the U.S. Securities and
Exchange Commission (the "S-3 Registration Statement"). This
opinion is being given pursuant to the requirements of the U.S.
Securities and Exchange Commission's Regulation S-K.
For the purposes of this opinion, we have examined
originals, or copies of such records, documents or other
instruments as in our judgment are necessary or appropriate to
enable us to render the opinion expressed below. These records,
documents and instruments included the following: a) the Articles
of Incorporation of the Corporation, as amended to date; b) the
Bylaws of the Corporation, as amended to date; and c) all records
of proceedings and actions of the Board of Directors and of the
Shareholders of the Corporation relating to the S-3 Registration
Statement and the transactions contemplated thereby. We have
also examined such questions of law as we deemed necessary to
enable us to render the opinion expressed below. In all such
examinations, we have assumed the genuineness of all signatures
on original and certified documents, and the conformity to
original or certified documents of all documents submitted to us
as conformed or photostatic copies. We have assumed for the
purposes of this opinion that the S-3 Registration Statement has
been filed with the U.S. Securities and Exchange Commission and
has become effective under the Securities Act of 1933, as
amended.
On the basis of the foregoing, and in reliance thereon, and
subject to the qualifications set forth below, it is our opinion
that those shares of $5.00 par value common stock of the
Corporation issued or distributed pursuant to the S-3
Registration Statement and the Plan and paid for in accordance
with the terms of the Plan are duly authorized, validly issued,
fully paid and non-assessable shares of the Corporation.
This opinion is limited to matters expressly set forth
herein, and no opinion may be implied or inferred beyond the
specific language and scope so stated.
Except as provided in the last paragraph of this letter,
this opinion may not be quoted in whole or in part, relied upon
by any other person or entity, filed with any governmental
agency, or otherwise referred to or utilized for any other
purpose, without, in each instance, our prior written consent.
We hereby consent to the reference to our firm and to this
opinion appearing in the Prospectus filed as part of the S-3
Registration Statement as well as any amendments or supplements
thereto, and we further consent to the use of this opinion as an
exhibit to the S-3 Registration Statement.
Very truly yours,
/S/Fox, Rothschild, O'Brien & Frankel
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Univest Corporation of Pennsylvania for the
registration of 500,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 19, 1996,
with respect to the consolidated financial statements of Univest
Corporation of Pennsylvania incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/S/Ernst & Young LLP
Philadelphia, Pennsylvania
April 11, 1996
April 10, 1996
Dear Univest Shareholder:
We are pleased to inform you that a Dividend Reinvestment
and Stock Purchase Plan (the Plan) was approved by shareholders
at the Corporation's Annual Meeting on April 9. This Plan is
designed to utilize cash dividends paid on your shares of common
stock for the purchase of additional shares, and, if you desire,
to invest voluntary cash payments toward the purchase of
shares of Univest common stock. The Plan is intended to provide
you with a convenient and economical means to acquire additional
shares of Univest Corporation of Pennsylvania common stock.
The enclosed Prospectus is provided in accordance with
Federal Securities laws, and refers to the 500,000 shares of the
Corporation's common stock registered for issuance pursuant to
the Plan. The Plan has been structured to permit Univest to
purchase shares on the open market or to issue them from the
Corporation's reserve of authorized but unissued shares.
If you would like to enroll in the Dividend Reinvestment
Plan, please complete and properly sign the enclosed authorization card,
and return it in the self-addressed envelope. The first reinvestment will
begin with the dividend paid July 1, 1996.
We value your support and encourage your consideration of
this opportunity. Should you have questions, please call our
shareholder hotline at (215) 721-2434.
Sincerely,
Chairman
MSM:vk
Enclosure
Univest Corporation of Pennsylvania
Dividend Reinvestment Authorization
I (we) hereby authorize the Plan Administrator to enroll ____ (all) or
____(number) shares of Univest Corporation of Pennsylvania in the
Dividend Reinvestment Plan. The Dividend Reinvestment account will be
registered in the same manner as the holdings of the Univest shares.
Please print name(s) as shares are registered.
Signature:_______________ Print Name:_______________
Signature:_______________ Print Name:_______________
Date:____________________ Address:__________________
Telephone:_______________ __________________________
This authorization can be changed at any time by giving proper written
notice.
Please return this card in the enclosed postage paid envelope.
