<PAGE>
As filed with the Securities and Exchange Commission on May 25, 1994
Registration No. _____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
DAUPHIN DEPOSIT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-1938831
(State of Incorporation) (I.R.S. Employer
Identification Number)
213 Market Street
Harrisburg, PA 17105
(717) 255-2121
(Address, including Zip Code, and Telephone Number, including Area Code, of
Principal Executive Offices)
------------------------------
William J. King
Chairman of the Board and Chief Executive Officer
Dauphin Deposit Corporation
213 Market Street
Harrisburg, Pennsylvania 17105
(717) 255-2121
(Name, Address and Telephone Number of Agent for Service)
------------------------------
Copies to:
Charles J. Ferry, Esquire
Rhoads & Sinon
One South Market Square, 12th Floor
P. O. Box 1146
Harrisburg, PA 17108
(717) 233-5731
------------------------------
Approximate date of commencement of proposed sale to the public:
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, 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>
==================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $5
per share (2)............. 2,000,000 shares $25.50 $51,000,000 $17,586.21
==================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
(2) The Registration Statement also applies to Rights to purchase Common Stock
under the Registrant's Shareholder Rights Plan, one of which is attached to
and trades with each share of Common Stock.
------------------------------
================================================================================
<PAGE>
________________________________________________________________________________
________________________________________________________________________________
DAUPHIN DEPOSIT CORPORATION
1994 DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
2,000,000 Shares
Common Stock
($5 Par Value)
-----------------------
PROSPECTUS
-----------------------
June 1, 1994
________________________________________________________________________________
________________________________________________________________________________
<PAGE>
The Corporation has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933, as amended, with
respect to the Common Stock offered pursuant to this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the Rules and
Regulations of the Commission, and to which portions reference is hereby made
for further information with respect to the Corporation and the securities
offered hereby. The Registration Statement may be inspected without charge by
anyone at the office of the Commission, 450 Fifth Street, N.W., Washington, DC
20549, and copies of all or any part of it may be obtained from the Commission
at its principal office, 450 Fifth Street, N.W., Washington, DC 20549, upon
payment of the fees prescribed by it.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
AVAILABLE INFORMATION................................................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 2
THE 1994 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN.................. 3
USE OF PROCEEDS......................................................... 13
EXPERTS................................................................. 13
LEGAL OPINION........................................................... 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS............................... 13
</TABLE>
<PAGE>
PROSPECTUS
- - ----------
DAUPHIN DEPOSIT CORPORATION
---------------------
1994 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------
2,000,000 SHARES OF COMMON STOCK
PAR VALUE $5.00
---------------------
This Prospectus relates to 2,000,000 shares of $5.00 par value Common Stock
(the "Common Stock") of Dauphin Deposit Corporation (the "Corporation") to be
issued under the 1994 Dividend Reinvestment and Stock Purchase Plan (the "Plan")
which is effective as of June 1, 1994. The Plan is a successor to the current
Dividend Reinvestment Plan of the Corporation which was instituted in 1981 (the
"1981 Plan") and which remains in effect until June 1, 1994. EACH PARTICIPANT
IN THE 1981 PLAN WILL AUTOMATICALLY BE ENROLLED IN THE PLAN. Complete details
of the Plan, which is substantially similar to the 1981 Plan, are discussed in
this Prospectus in an easy to understand question and answer format.
The Plan provides shareholders with an opportunity to automatically
reinvest their cash dividends in shares of Common Stock. The Plan also provides
participating shareholders with a convenient and economical way to voluntarily
purchase additional shares of Common Stock through voluntary cash payments of
not less than $50 per payment nor more than $1,000 per month.
Shares acquired for the Plan will be purchased in the open market, in
negotiated transactions or from the Corporation. The purchase price of shares
purchased from the Corporation will be the fair market value per share, as
defined, on the date of purchase. The purchase price of shares purchased in the
open market or in negotiated transactions will be the weighted average of the
prices actually paid for the shares, excluding all fees, brokerage commissions
and expenses. Shareholders who do not elect to participate in the Plan will
receive dividends, as declared and paid, by check or direct deposit to their
account, if and when declared.
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 reasons of
fluctuations in the market price of the Common Stock held in the Plan account.
It is recommended that this Prospectus be retained for future reference.
---------------------
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 REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is June 1, 1994.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549, and should be available for inspection and copying
at the following regional offices of the Commission: New York Regional Office,
75 Park Place, New York, NY 10007; Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. The
Corporation's principal executive offices are located at 213 Market Street,
Harrisburg, PA 17105, and its telephone number is (717) 255-2121.
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 by the Corporation with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31,
1993 (which includes certain information contained in the
Corporation's definitive Proxy Statement for the Annual Meeting of
Shareholders held April 18, 1994 and incorporated therein by
reference).
(b) Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
(c) Current Reports on Form 8-K dated January 5, 1994, January
24, 1994 and February 25, 1994.
(d) Description of the Corporation's Common Stock which appears
at pages 50-53 of the Corporation's Prospectus, which forms a part of
Amendment No. 1 to the Corporation's Registration Statement on Form S-
4, Registration No. 33-67078, filed with the Commission on September
14, 1993, or any description of the Common Stock which appears in any
prospectus forming a part of any subsequent registration statement of
the Corporation or in any registration statement filed pursuant to
Section 12 of the Exchange Act.
- 2 -
<PAGE>
(e) Description of the Corporation's Common Stock Purchase
Rights contained in the Corporation's Registration Statement on Form
8-A filed pursuant to the Exchange Act, and any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering of common stock covered by this Prospectus, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of the 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 will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all documents incorporated herein by reference (other than
exhibits to such documents). Requests should be directed to:
Dauphin Deposit Corporation
Shareholder Relations Department
P. O. Box 2961
Harrisburg, PA 17105
Telephone requests may be directed to the Corporation at the following
numbers:
(800) 458-0348
(717) 255-2369
(717) 255-2044
THE 1994 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in a question and answer format, are the provisions of the
Corporation's 1994 Dividend Reinvestment and Stock Purchase Plan (the "Plan").
The Plan becomes effective June 1, 1994. Until then, the Corporation's existing
Dividend Reinvestment Plan, which was instituted in 1981 (the "1981 Plan"),
remains in effect. ALL SHAREHOLDERS CURRENTLY ENROLLED IN THE 1981 PLAN WILL
AUTOMATICALLY BE ENROLLED IN THE PLAN. Those holders of the Corporation's
Common Stock who do not participate in the Plan will continue to receive cash
dividend payments by check or direct deposit, if and when dividends are
declared.
Purpose.
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the
Corporation's common stock, $5.00 par value ("Common Stock") with an
attractive and convenient method of investing cash dividends and
voluntary cash payments in shares of Common Stock. To the extent the
shares are newly issued or treasury shares purchased directly
- 3 -
<PAGE>
from the Corporation, the Corporation will receive additional funds to
be used for general corporate purposes (see "Use of Proceeds").
Each participant should recognize that neither the Corporation
nor the Plan Administrator (as defined in 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.
Advantages.
2. What are the advantages of the Plan?
* Reinvest dividends and invest voluntary cash payments
without brokerage commissions or other charges (see No. 13
below).
* Invest the full available amount of all dividends as the
Plan provides for fractional interests in the shares held in
the Plan (see No. 11 below).
* Receive a detailed statement of account transactions (see
No. 17 below).
* Avoid safekeeping requirements and record-keeping costs
through the custodial service and reporting provisions of
the Plan (see No. 18 below).
Administration.
3. Who administers the Plan for participants?
Mellon Securities Trust Company (the "Plan Administrator") will
administer the Plan as the agent for the participants, and in such
capacity will hold shares in its name or that of its nominee, will
keep and maintain records, will send detailed statements of account to
participants, and will perform other duties relating to the Plan. All
correspondence concerning the Plan should include the participant's
Social Security Number or taxpayer identification number and should be
directed to:
Dauphin Deposit Corporation
c/o Mellon Securities Trust Company
Shareholders' Investment Services
P. O. Box 750
Pittsburgh, PA 15230
The telephone number of the Plan Administrator is (412) 236-8000.
In the event that the Plan Administrator should resign or
otherwise cease to act as the agent for the participants, the
Corporation will make such other arrangements as it deems appropriate
for the administration of the Plan. In addition, the Corporation may
replace the Plan Administrator as the agent for the participants at
any time.
- 4 -
<PAGE>
Participation.
4. Who is eligible to participate?
All record holders of shares of Common Stock are eligible to
participate in the Plan. Beneficial owners whose shares are
registered in the name of a nominee, such as a brokerage firm or
securities depository, may not participate in the Plan.
Shareholders will not be eligible to participate in the Plan if
they reside in a jurisdiction in which it is unlawful for the
Corporation to permit their participation.
5. How does an eligible shareholder become a participant?
All shareholders enrolled in the 1981 Plan will begin to
participate automatically in the Plan when it becomes effective on
June 1, 1994. An eligible shareholder may join the Plan at any time
by completing and signing the authorization form included with this
Prospectus ("Authorization Form") and returning it to the Corporation.
A postage-paid envelope is provided for that purpose. Additional
Authorization Forms may be obtained from the Corporation.
Authorization Forms for new participants must be received prior
to a dividend record date for eligible shareholders to reinvest the
related dividends. Record dates for quarterly dividends, if and when
declared by the Board of Directors, will normally occur on the fourth
Friday of the months of March, September and December of each year and
on the business day closest to July 1 of each year with regard to the
second quarter dividend. The Corporation's Board of Directors
reserves the right to change dividend record and payment dates, if and
when dividends are declared.
6. Is partial participation possible under the Plan?
No. In the case of a record holder who chooses to reinvest
dividends under the Plan, such reinvestment must be made with respect
to all shares registered in the record holder's name.
7. What does the Authorization Form provide?
The Authorization Form appoints the Plan Administrator as the
agent for each participant and directs the Plan Administrator to apply
cash dividends and voluntary cash payments made by the participant
under the Plan to the purchase of additional shares in accordance with
the terms of the Plan.
Purchases.
8. What is the source for shares of Common Stock purchased under the
Plan?
Plan shares will be purchased, at the Corporation's discretion,
directly from the Corporation, on the open market, in negotiated
transactions or by a combination of the foregoing. Shares purchased
from the Corporation may be treasury shares or authorized, but
unissued shares of Common Stock.
- 5 -
<PAGE>
9. When and how will shares of Common Stock be purchased under the Plan?
Purchases from the Corporation of treasury shares or authorized
but unissued shares of Common Stock will be made on the relevant
Investment Date (as defined in the following paragraph). Purchases on
the open market or in negotiated transactions will be made and
completed within 30 days of the relevant Investment Date, except where
completion at a later date is necessary or advisable under applicable
federal securities laws. A combination of the foregoing methods may
be utilized by the Plan Administrator at the direction of the
Corporation.
Cash dividends will be used to purchase Common Stock on the date
cash dividends are paid to shareholders of record. The Corporation
considers quarterly dividends for payment on the trading day closest
to the 15th day of January, April, July and October of each year and
it is expected that any future cash dividends, if and when declared by
the Board of Directors, would be paid on such dates. Voluntary cash
payments received by the fifth day of each month will be invested by
the tenth day of the same month. If the tenth day of the month is not
a trading day, the voluntary cash payments will be invested on the
last prior trading day. Voluntary cash payments received after the
fifth day of a month will be invested the following month. The date
on which dividends are reinvested and/or cash payments are invested is
hereinafter referred to as the "Investment Date."
10. At what price will shares of Common Stock be purchased under the Plan?
In the case of purchases from the Corporation of treasury shares
or authorized but unissued shares of Common Stock, the purchase price
will be the fair market value of the Common Stock as of the relevant
Investment Date. The fair market value of the Common Stock will be
determined by averaging the high and low sale prices of the Common
Stock as reported on the NASDAQ National Market System on the relevant
Investment Date. In the case of purchases of shares of Common Stock
on the open market or in negotiated transactions, the purchase price
will be the weighted average of the prices actually paid for shares
purchased for the relevant Investment Date (excluding all fees,
brokerage commissions and expenses).
11. How many shares of Common Stock will be purchased for participants?
The number of shares that will be 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 Common Stock (see No. 10 above). Each
participant's account will be credited with that number of shares,
including any fractional interest computed to four decimal places,
equal to the total amount to be invested divided by the applicable
purchase price as described in the response to Question No. 10
above.
12. Will dividends on shares held in a participant's account be used to
purchase additional shares under the Plan?
Yes. All dividends on shares held in a participant's account,
whether purchased through dividend reinvestment or voluntary cash
payments, will be automatically reinvested in additional shares of
Common Stock.
- 6 -
<PAGE>
13. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions or other
charges for purchases made under the Plan.
Voluntary Cash Payments.
14. Who will be eligible to make voluntary cash payments?
All record holders of shares of Common Stock who elect to have
dividends reinvested in accordance with provisions of the Plan may
also elect to make voluntary cash payments.
15. What are the limitations on voluntary cash payments?
Voluntary cash payments to be applied to the purchase of shares
on any given Investment Date must be received by the Plan
Administrator no later than the fifth day of the month in order to be
invested by the tenth day of the same month. If the tenth day of a
month is not a trading day, the voluntary cash payments will be
invested on the last prior trading day. Voluntary cash payments
received after such period will be held for investment on the
succeeding Investment Date for voluntary cash payments (which is by
the tenth day of the following month). Voluntary cash payments may
not be less than $50 per payment, up to a maximum of $1,000 in any
month. The Corporation reserves the right in its sole discretion to
determine whether voluntary cash payments are made on behalf of a
particular participant.
16. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or
money order with the Authorization Form (for new participants) or by
forwarding a check or money order to the Plan Administrator with a
payment form which will be sent to participants with each statement of
account. Checks and money orders should be made payable to Dauphin
Deposit Corporation and should include the participant's social
security number or taxpayer identification number.
Any voluntary cash payment received on or before the fifth day of
the month (see No. 15 above) will be applied to the purchase of shares
of Common Stock by the tenth day of the same month at a price
determined in accordance with provisions of the Plan (see No. 10
above). Voluntary cash payments made by check or other draft will not
be applied to the purchase of shares of Common Stock on or for such
Investment Date unless such check or draft has cleared prior to such
Investment Date. A participant may obtain the return of any voluntary
cash payment upon request received by the Plan Administrator on or
before the second business day prior to the Investment Date on which
it is to be invested. Interest will not be paid on voluntary cash
payments.
- 7 -
<PAGE>
Reports to Participants.
17. What kind of reports will be sent to participants in the Plan?
A statement of account transactions will be mailed to each
participant within approximately ten (10) business days after the
Investment Date (see No. 9 above). These statements will provide a
record of cost information and should be retained for tax purposes.
Each participant will also receive copies of the Corporation's annual
and quarterly reports to shareholders, proxy statements and
information for income tax reporting purposes.
Share Certificates.
18. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a participant, certificates for shares of
Common Stock purchased under the Plan will not be issued. The number
of shares credited to a participant's account under the Plan will be
shown on his or her statement of account. This safekeeping feature
protects against loss, theft or destruction of stock certificates.
Certificates will be issued for shares withdrawn from the Plan (see
No. 20 below).
As an additional service to participants, participants may
deposit with the Plan Administrator for safekeeping any certificate
for shares of Common Stock presently held by the participant which is
subject to reinvestment of dividends under the Plan. The fee for
depositing certificates for safekeeping presently is $7.50 for each
deposit, regardless of the number of shares surrendered. This fee is
subject to change in the discretion of the Plan Administrator.
Delivery of certificates for this service is at the risk of the
shareholder and, for delivery by mail, insured registered mail with
return receipt is recommended. The receipt of any shares delivered
for safekeeping will be shown on your account statement.
19. In whose name will certificates be registered when issued to
participants?
Unless the participant otherwise directs, certificates will be
issued in the name in which the participant's dividend reinvestment
account is maintained. If a participant requests a certificate to be
issued in a name other than that of the account registration, the
request must bear his or her own signature. If the account is
registered in multiple names, all signatures must appear on the
request. In both cases, the signature(s) must be guaranteed by a
Medallion Program member. Upon a participant's death, the Plan
Administrator will follow the instructions of the decedent's personal
representative upon submission of appropriate proof of authority.
Withdrawal of Shares in Plan Accounts.
20. How may a participant withdraw shares purchased under the Plan?
A participant may withdraw all or a portion of the shares of
Common Stock credited to his or her account by completing the
withdrawal notification information set forth on
- 8 -
<PAGE>
the reverse side of the account statement specifying the number of
shares to be withdrawn. This request for withdrawal should be mailed
to the Plan Administrator, c/o Shareholders' Investment Services, P.
O. Box 750, Pittsburgh, PA 15230-0750 in the return envelope provided
with your account statement. Certificates for whole shares of Common
Stock so withdrawn will be registered in the name of and issued to the
participant (see No. 19 above). Any request for withdrawal of all
shares of Common Stock credited to a participant's account received
after the ex-dividend date for a dividend (normally four business days
prior to the applicable dividend record date) will not be effective
until dividends paid for the applicable record date have been
reinvested and the shares credited to the participant's account. Any
request for withdrawal of a portion of the shares of Common Stock
credited to a participant's account will be effective upon receipt by
the Plan Administrator. Dividends will continue to be reinvested on
shares withdrawn from a participant's account unless a participant
withdraws all of the whole and fractional shares from their account
which will be treated as a termination of participation in the Plan
(see No. 23 below).
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 their account under the Plan. A
request to sell all shares of Common Stock credited to a participant's
account received from a participant after the ex-dividend date for a
dividend (normally four business days prior to the applicable dividend
record date) will not be effective until the participant's dividends
paid for the applicable record date have been reinvested and the
shares credited to the participant's account. A request to sell a
portion of the shares of Common Stock credited to a participant's
account will be effective upon receipt by the Plan Administrator.
Participants should specify in their request for withdrawal the number
of shares to be sold (see No. 20 above).
The Plan Administrator will arrange for the sale of such shares
within twenty (20) days of receipt of the notice, and deliver to the
Participant a check for the proceeds of the sale, less: any brokerage
commissions; service fees; applicable withholding taxes; and transfer
taxes incurred in connection with the sale. A request for shares to
be sold must be signed by all persons in whose names the account
appears, with signatures guaranteed by a Medallion Program member.
22. What happens to any fractional interest when a participant withdraws
shares purchased under the Plan?
Any fractional interest withdrawn will be liquidated by the Plan
Administrator at the average of the high and low sale prices of the
Common Stock as reported on the NASDAQ National Market System (see No.
10 above) on the date the withdrawal request is received by the Plan
Administrator and a check will be issued promptly for the proceeds
thereof. In no case will certificates representing a fractional
interest be issued.
- 9 -
<PAGE>
Termination of Participation in Dividend Reinvestment.
23. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan
by either: (a) notifying the Plan Administrator in writing to that
effect (see No. 3 above); or (b) notifying the Plan Administrator in
writing of his or her desire to withdraw all of his or her shares
purchased under the Plan (see No. 20 above).
Generally, notice of termination is effective upon receipt by the
Plan Administrator. However, any notice of termination received after
the ex-dividend date for a dividend (normally four business days prior
to the applicable dividend record date) will not be effective until
dividends paid for the applicable record date have been reinvested and
the shares credited to the participant's account and any voluntary
cash payment which has been received by the Plan Administrator prior
to receipt of such notice will be invested in accordance with the Plan
unless a return of such voluntary cash payment is expressly requested
in accordance with the Plan (see No. 16 above).
In the case of termination by notice to the Plan Administrator, a
participant may elect to receive: (x) certificates in the name of the
participant for the whole shares held in the Plan, less any applicable
transfer tax, plus a check for the proceeds from the sale of
fractional shares; or (y) a check for the proceeds from the sale of
all shares held in the account, including any fractional shares, less
any brokerage fees, commissions, service charges, or other similar
expenses and any applicable transfer tax. Upon a termination in which
fractional shares must be liquidated or in which the participant has
elected to receive a check for the proceeds of a sale of Common Stock,
the Plan Administrator shall sell such shares in accordance with No.
20 above. After termination is effective, all cash dividends for the
Common Stock held of record by a shareholder, as to which
participation has been terminated, will be paid by check or direct
deposit unless a participant re-enrolls in the Plan, which may be done
at any time in accordance with the Plan.
Federal Tax Information.
24. What are the federal income tax consequences of participation in the
Plan?
Reinvestment Dividends. A participant will be treated for
----------------------
Federal income tax purposes as having received, on the relevant
dividend payment date, a dividend distribution in an amount equal to
the full amount of the cash dividend payable on such date with respect
to the participant's shares, including those held for the
participant's account under the Plan. The participant's basis in such
shares will equal the fair market value of the shares on the relevant
dividend payment date.
In addition, when shares are purchased for a participant's
account on the open market with reinvested dividends, a participant
also must include in gross income that portion of any brokerage
commissions paid by the Corporation which are attributable to the
purchase of the participant's shares. The participant's basis in such
shares held for his or her account will be equal to the purchase price
for the shares plus allocable brokerage commissions.
- 10 -
<PAGE>
Voluntary Cash Payments. In the case of shares purchased on the
-----------------------
open market with voluntary cash payments, participants will be in
receipt of a dividend to the extent of any brokerage commissions
paid by the Corporation. A participant's basis in shares acquired
with voluntary cash payments will be equal to the cost of the shares
plus an allocable share of any brokerage commissions.
Additional Information. The holding period for shares acquired
----------------------
pursuant to the Plan will begin the day after the date the shares are
acquired in the case of open market purchases and on the day after the
Investment Date for shares acquired from the Corporation. In the case
of any shareholder as to whom federal income tax withholding on
dividends is required and in the case of a foreign shareholder whose
taxable income under the Plan is subject to federal income tax
withholding, dividends will be reinvested net of the required amount
of tax withheld.
THE FOREGOING SUMMARY IS BASED UPON AN INTERPRETATION OF CURRENT
FEDERAL INCOME TAX LAWS. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE TAX CONSEQUENCES OF PARTICULAR ACCOUNT
TRANSACTIONS, INCLUDING STATE TAX CONSEQUENCES. CERTAIN TAX
INFORMATION WILL BE PROVIDED TO PARTICIPANTS BY THE PLAN ADMINISTRATOR
(SEE NO. 17 ABOVE).
Other Information.
25. What happens if the Corporation declares a stock dividend, effects a
stock split or has a rights offering with respect to Common Stock?
Any shares resulting from a stock dividend or stock split with
respect to Common Stock (whole shares and any fractional interest) in
a participant's account will be credited to such account. The basis
for any rights offering will include the shares of Common Stock and
any fractional interest credited to a participant's account.
26. How will the shares credited to a participant's account be voted at a
meeting of the shareholders?
If on a record date for a meeting of shareholders there are
shares credited to a participant's account under the Plan, such
participant will be sent proxy materials for such meeting. A
participant will be entitled to one vote for each whole share of
Common Stock credited to his or her account. The participant may vote
by proxy or in person at any such meeting.
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 or for any good faith omission to 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 Common Stock on the open
- 11 -
<PAGE>
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 Corporation, at its discretion, may modify, suspend, or
terminate the Plan and will endeavor to notify participants of any
such suspension, termination, or modification. 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 Administrator's records. In
addition, the Corporation may adopt reasonable procedures for the
administration of the Plan.
29. May a participant pledge shares purchased under the Plan?
No. A participant who wishes to pledge shares credited to his or
her account must request the withdrawal of such shares in accordance
with the procedures outlined in response to Question No. 20 above.
30. Can adjustments be made in the number of shares subject to the Plan?
This Plan pertains to an aggregate of 2,000,000 shares of Common
Stock of the Corporation registered with the Commission for purposes
of the Plan, subject to adjustment as follows:
(a) In the event that a dividend shall be declared upon the
Common Stock payable in shares of said stock, the number of
shares of Common Stock available for issuance pursuant to the
Plan shall be adjusted by adding thereto the number of shares
which would have been distributable thereon if such shares had
been outstanding on the date fixed for determining the
shareholders entitled to receive such stock dividend.
(b) In the event that the outstanding shares of Common
Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Corporation
or of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, merger,
or consolidation, then there shall be substituted for the shares
available for issuance pursuant to the Plan, the number and kind
of shares of stock or other securities which would have been
substituted therefor if such shares of stock or other securities
had been outstanding on the date fixed for determining the
shareholders entitled to receive such changed or substituted
stock or other securities.
(c) In the event there shall be any change, other than
specified above, in the number or kind of outstanding shares of
Common Stock of the Corporation or of any stock or other
securities into which such Common Stock shall be changed or for
which it shall have been exchanged, then if the Board of
- 12 -
<PAGE>
Directors of the Corporation shall determine, in its discretion,
that such change equitably requires an adjustment in the number
or kind of shares which are available for issuance pursuant to
the Plan, such adjustment shall be made by the Board of Directors
and shall be effective and binding for all purposes of the Plan.
(d) No adjustment or substitution provided for herein shall
require the Corporation to issue or to sell a fractional share of
Common Stock under the Plan and the total adjustment or
substitution may be limited accordingly.
USE OF PROCEEDS
The proceeds from the sale of Common Stock offered pursuant to the Plan
will be used for general corporate purposes, including, without limitation,
investments in and advances to the Corporation's bank and nonbank subsidiaries.
EXPERTS
The consolidated financial statements of the Corporation as of December 31,
1993 and 1992 and for each of the years in the three year period ended December
31, 1993, incorporated by reference herein and elsewhere in the registration
statement, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the shares of Corporation Common Stock offered by this
Prospectus is being passed upon by Rhoads & Sinon, Harrisburg, Pennsylvania, as
counsel for the Corporation. Henry W. Rhoads, Esquire, a partner of Rhoads &
Sinon, is a Director of the Corporation.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the Corporation provide for indemnification of directors and
officers to the extent provided in the Pennsylvania Business Corporation Law
(the "BCL"). In accordance with the BCL, the By-Laws of the Corporation also
include a provision that the directors of the Corporation shall not be
personally liable for monetary damages as such for any action taken, or failure
to take any action, unless: (1) the director has breached or failed to perform
the duties of his office 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; and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. Pursuant to the
BCL, this limitation of personal liability does not apply to (i) the
responsibility or liability of a director pursuant to any criminal statute, or
(ii) the liability of a director for the payment of taxes pursuant to Federal,
state or local law.
- 13 -
<PAGE>
The Corporation maintains directors and officers liability insurance
providing insurance under certain circumstances for directors and officers.
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 Act and is
therefore unenforceable.
- 14 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an itemized estimate of expenses
payable by Dauphin Deposit Corporation ("Dauphin") in connection with the sale
and distribution of the securities being registered.
<TABLE>
<S> <C>
SEC Registration Fee $ 17,586.21
Accounting Fees 3,500.00
Legal Fees 10,500.00
Blue Sky Fees and Expenses 510.00
Printing, Including Registration Statement and Prospectus 12,397.00
Miscellaneous 500.00
-----------
TOTAL $ 44,993.21
===========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Subchapter D to Chapter 17 of the Pennsylvania Business Corporation
Law of 1988, as amended (the "BCL"), 15 Pa. C.S.A. (S)(S)1741-1750, provides as
follows:
(S)1741. Third-party actions
Unless otherwise restricted in its bylaws, a business corporation
shall have 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 he 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 him in connection with the action or proceeding
if he 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 unlawful.
II - 1
<PAGE>
(S)1742. Derivative actions
Unless otherwise restricted in its bylaws, a business corporation
shall have 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 he 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 him in connection with the defense or
settlement of the action if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
the corporation. Indemnifications shall not be made under this
section in respect of any claim, issue or matter as to which the
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 the action was brought
determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for the expenses that
the court of common pleas or other court deems proper.
(S)1743. Mandatory indemnification
To the extent that a representative of a business corporation has
been successful on the merits or otherwise in defense of any action or
proceeding referred to in section 1741 (relating to third party
actions) or 1742 (relating to derivative actions) or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.
(S)1744. Procedure for effecting indemnification
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 he 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;
II - 2
<PAGE>
(2) if such a 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.
(S)1745. Advancing expenses
Expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to in this subchapter may be paid by a
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 the amount if it is ultimately determined that
he is not entitled to be indemnified by the corporation as authorized
in this subchapter or otherwise.
(S)1746. Supplementary coverage
(a) General rule. - The indemnification and advancement of
expenses provided by, or granted pursuant to, the other sections of
this subchapter shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
that office. Section 1728 (relating to interested directors or
officers; quorum) and, in the case of a registered corporation,
section 2538 (relating to approval of transactions with interested
shareholders) shall be applicable to any bylaw, contract or
transaction authorized by the directors under this section. A
corporation may create a fund of any nature, which may, but need not
be, under the control of a trustee, or otherwise secure or insure in
any manner its indemnification obligations, whether arising under or
pursuant to this section or otherwise.
(b) When indemnification is not to be made. - Indemnification
pursuant to subsection (a) 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. The articles may not provide for indemnification in the
case of willful misconduct or recklessness.
(c) Grounds. - Indemnification pursuant to subsection (a) 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 this Commonwealth.
II - 3
<PAGE>
(S)1747. Power to purchase insurance
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 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 that
liability under the provisions of this subchapter. Such insurance is
declared to be consistent with the public policy of this Commonwealth.
(S)1748. Application to surviving or new corporations
For the purposes of this subchapter, references to "the
corporation" include all constituent corporations absorbed in a
consolidation, merger or division, as well as the surviving or new
corporations surviving or resulting therefrom, so that any person who
is or was a representative of the constituent, surviving or new
corporation, or is or was serving at the request of the constituent,
surviving or new corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this subchapter with respect to the
surviving or new corporation as he would if he had served the
surviving or new corporation in the same capacity.
(S)1749. Application to employee benefit plans
For purposes of this subchapter:
(1) References to "other enterprises" shall include
employee benefit plans and references to "serving at the request
of the corporation" shall include any service as a representative
of the business corporation that imposes duties on, or involves
services by, the representative with respect to an employee
benefit plan, its participants or beneficiaries.
(2) Excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be deemed
"fines".
(3) Action with respect to an employee benefit plan taken
or omitted in good faith by a representative of the corporation
in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be
action in a manner that is not opposed to the best interests of
the corporation.
II - 4
<PAGE>
(S)1750. Duration and extent of coverage
The indemnification and advancement of expenses provided by, or
granted pursuant to, this subchapter 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.
The By-Laws of Dauphin provide for indemnification of directors and
officers to the extent provided in the BCL. In accordance with Section 1713 of
the BCL, the By-Laws of Dauphin also include a provision that the directors of
Dauphin shall not be personally liable for monetary damages as such for any
action taken, or failure to take any action, unless: (1) the director has
breached or failed to perform the duties of his office in good faith, in a
manner he reasonably believes to be in the best interests of Dauphin, and with
such care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances; and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
Dauphin maintains directors and officers liability insurance providing
insurance under certain circumstances for directors and certain officers.
Sections 1712 and 1715 of Subchapter B of Chapter 17 of the BCL
provide as follows:
(S)1712. Standard of care and justifiable reliance
(a) Directors. - A director of a business corporation 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.
II - 5
<PAGE>
(b) Effect of actual knowledge. - 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.
(c) Officers. - 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.
(S)1715. Exercise of powers generally
(a) General rule. - In discharging the duties of their
respective positions, the board of directors, committees of the board
and individual directors of a business corporation may, in considering
the best interests of the corporation, consider to the extent they
deem appropriate:
(1) The effects of any action upon any or all groups
affected by such action, including shareholders, employees,
suppliers, customers and creditors of the corporation, and upon
communities in which offices or other establishments of the
corporation are located.
(2) The short-term and long-term interests of the
corporation, including benefits that may accrue to the
corporation from its long-term plans and the possibility that
these interests may be best served by the continued independence
of the corporation.
(3) The resources, intent and conduct (past, stated and
potential) of any person seeking to acquire control of the
corporation.
(4) All other pertinent factors.
(b) Consideration of interests and factors. - The board of
directors, committees of the board and individual directors shall not
be required, in considering the best interests of the corporation or
the effects of any action, to regard any corporate interest or the
interests of any particular group affected by such action as a
dominant or controlling interest or factor. The consideration of
interests and factors in the manner described in this subsection and
in subsection (a) shall not constitute a violation of section 1712
(relating to standard of care and justifiable reliance).
(c) Specific applications. - In exercising the powers vested in
the corporation, including, without limitation, those powers pursuant
to
II - 6
<PAGE>
section 1502 (relating to general powers), and in no way limiting the
discretion of the board of directors, committees of the board and
individual directors pursuant to subsections (a) and (b), the
fiduciary duty of directors shall not be deemed to require them:
(1) to redeem any rights under, or to modify or render
inapplicable, any shareholder rights plan, including, but not
limited to, a plan adopted pursuant or made subject to section
2513 (relating to disparate treatment of certain persons);
(2) to render inapplicable, or make determinations under,
the provisions of Subchapter E (relating to control
transactions), F (relating to business combinations), G (relating
to control-share acquisitions) or H (relating to disgorgement by
certain controlling shareholders following attempts to acquire
control) of Chapter 25 or under any other provision of this title
relating to or affecting acquisitions or potential or proposed
acquisitions of control; or
(3) to act as the board of directors, a committee of the
board or an individual director solely because of the effect such
action might have on an acquisition or potential or proposed
acquisition of control of the corporation or the consideration
that might be offered or paid to shareholders in such an
acquisition.
(d) Presumption. - Absent breach of fiduciary duty, lack of good
faith or self-dealing, any act as the board of directors, a committee
of the board or an individual director shall be presumed to be in the
best interests of the corporation. In assessing whether the standard
set forth in section 1712 has been satisfied, there shall not be any
greater obligation to justify, or higher burden of proof with respect
to, any act as the board of directors, any committee of the board or
any individual director relating to or affecting an acquisition or
potential or proposed acquisition of control of the corporation than
is applied to any other act as a board of directors, any committee of
the board or any individual director. Notwithstanding the preceding
provisions of this subsection, any act as the board of directors, a
committee of the board or an individual director relating to or
affecting an acquisition or potential or proposed acquisition of
control to which a majority of the disinterested directors shall have
assented shall be presumed to satisfy the standard set forth in
section 1712, unless it is proven by clear and convincing evidence
that the disinterested directors did not assent to such act in good
faith after reasonable investigation.
(e) Definition. - The term "disinterested director" as used in
subsection (d) and for no other purpose means:
(1) A director of the corporation other than:
II - 7
<PAGE>
(i) A director who has a direct or indirect financial
or other interest in the person acquiring or seeking to
acquire control of the corporation or who is an affiliate or
associate, as defined in section 2552 (relating to
definitions), of, or was nominated or designated as a
director by, a person acquiring or seeking to acquire
control of the corporation.
(ii) Depending on the specific facts surrounding the
director and the act under consideration, an officer or
employee or former officer or employee of the corporation.
(2) A person shall not be deemed to be other than a
disinterested director solely by reason of any or all of the
following:
(i) The ownership by the director of shares of the
corporation.
(ii) The receipt as a holder of any class or series of
any distribution made to all owners of shares of that class
or series.
(iii) The receipt by the director of director's fees
or other consideration as a director.
(iv) Any interest the director may have in retaining
the status or position of director.
(v) The former business or employment relationship of
the director with the corporation.
(vi) Receiving or having the right to receive
retirement or deferred compensation from the corporation due
to service as a director, officer or employee.
Item 16. Exhibits.
Listed by numbers corresponding to the Exhibit Table of Item 601 of
Regulation S-K.
Item No.
--------
1 Not applicable.
2 Not applicable.
II - 8
<PAGE>
4(a) Articles of Incorporation, as amended, of Dauphin Deposit
Corporation are incorporated herein by reference to Exhibit
3(b) to the Dauphin Deposit Corporation Quarterly Report on
Form 10-Q for the quarter ended September 30, 1992
(Commission File Number 0-8415)
4(b) By-Laws, as amended, of Dauphin Deposit Corporation are
incorporated herein by reference to Exhibit 3(b) to the
Dauphin Deposit Corporation Annual Report on Form 10-K for
the fiscal year ended December 31, 1992 (Commission File
Number 0-8415)
4(c) Shareholder Rights Plan dated January 22, 1990, incorporated
by reference to the Dauphin Deposit Corporation Current
Report on Form 8-K dated January 22, 1990, and filed with
the Securities and Exchange Commission on February 9, 1990
4(d) Form of Dauphin Deposit Corporation Common Stock Certificate
is incorporated by reference to Exhibit 4(d) to the Dauphin
Deposit Corporation Registration Statement on Form S-4, as
filed with the Securities and Exchange Commission on August
5, 1993 (Commission File Number 33-67078)
4(e) Instruments defining the rights of holders of certain long-
term debt of Dauphin Deposit Corporation and its
consolidated subsidiaries are not filed as exhibits because
the amount of debt under such instruments is less than 10%
of Dauphin Deposit Corporation's total consolidated assets.
Dauphin Deposit Corporation undertakes to file these
instruments with the Commission upon request.
5 Opinion of Rhoads & Sinon
8 Not applicable.
12 Not applicable.
15 Not applicable.
23(a) Consent of Rhoads & Sinon (incorporated in Exhibit 5, above)
23(b) Consent of KPMG Peat Marwick
24(a) Power of Attorney of Directors and Officers of Dauphin
Deposit Corporation (included on signature page to
Registration Statement)
24(b) Certified copy of resolution authorizing William J. King,
Chairman and Chief Executive Officer of Dauphin Deposit
Corporation and Christopher R. Jennings, President of
Dauphin Deposit Corporation, to execute amendments on behalf
of Dauphin Deposit Corporation
25 Not applicable.
II - 9
<PAGE>
26 Not applicable.
27 Not applicable.
28 Not applicable.
99(a) Dauphin Deposit Corporation 1994 Dividend Reinvestment and
Stock Purchase Plan
99(b) Dauphin Deposit Corporation Authorization Form for Dividend
Reinvestment and Stock Purchase Plan
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(b) Insofar as indemnification for liabilities arising 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 the final adjudication of such issue.
II - 10
<PAGE>
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 City of Harrisburg, Commonwealth of Pennsylvania, on May 16,
1994.
DAUPHIN DEPOSIT CORPORATION
(Registrant)
By: /s/ William J. King
---------------------------------------
William J. King, Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. King and Christopher R.
Jennings, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
to which this power of attorney is attached, and to file all those amendments
and all exhibits to them and other documents to be filed in connection with
them, with the Securities and Exchange Commission, granting unto such attorneys-
in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. King Chairman of the Board, May 16, 1994
- - ------------------------------ Chief Executive Officer
William J. King and Director
/s/ Christopher R. Jennings President, Chief Operating May 16, 1994
- - ------------------------------ Officer and Director
Christopher R. Jennings
</TABLE>
II - 11
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Dennis L. Dinger Executive Vice President May 16, 1994
- - ------------------------------ and Chief Financial
Dennis L. Dinger Officer (and principal
accounting officer)
/s/ William H. Alexander Director May 9, 1994
- - ------------------------------
William H. Alexander
/s/ John A. Arnold Director May 16, 1994
- - ------------------------------
John A. Arnold
/s/ Jeffrey J. Burdge Director May 16, 1994
- - ------------------------------
Jeffrey J. Burdge
/s/ James O. Green Director May 13, 1994
- - ------------------------------
James O. Green
/s/ Alfred G. Hemmerich Director May 16, 1994
- - ------------------------------
Alfred G. Hemmerich
/s/ Lee H. Javitch Director May 11, 1994
- - ------------------------------
Lee H. Javitch
/s/ William T. Kirchhoff Director May 16, 1994
- - ------------------------------
William T. Kirchhoff
/s/ Lawrence J. LaMaina, Jr. Director May 16, 1994
- - ------------------------------
Lawrence J. LaMaina, Jr.
/s/ James E. Marley Director May 16, 1994
- - ------------------------------
James E. Marley
/s/ Robert F. Nation Director May 16, 1994
- - ------------------------------
Robert F. Nation
/s/ Elmer E. Naugle Director May 9, 1994
- - ------------------------------
Elmer E. Naugle
</TABLE>
II - 12
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Walter F. Raab Director May 11, 1994
- - ------------------------------
Walter F. Raab
/s/ Paul C. Raub Director May 16, 1994
- - ------------------------------
Paul C. Raub
/s/ Henry W. Rhoads Director May 16, 1994
- - ------------------------------
Henry W. Rhoads
/s/ R. Champlin Sheridan Jr. Director May 16, 1994
- - ------------------------------
R. Champlin Sheridan, Jr.
</TABLE>
II - 13
<PAGE>
EXHIBIT 5
[LETTERHEAD OF RHOADS & SINON APPEARS HERE]
Exhibit 5 6000/441
---------
May 24, 1994
Opinion and Consent of Messrs.
Rhoads & Sinon
--------------
Dauphin Deposit Corporation
213 Market Street
Harrisburg, PA 17105
Gentlemen:
Reference is made to your Registration Statement on Form S-3 which was
filed with the Securities and Exchange Commission on May 24, 1994 regarding the
registration of 2,000,000 shares of common stock, par value $5.00 per share, of
Dauphin Deposit Corporation (the "Corporation").
We have examined the records relating to the organization of the
Corporation, its Articles of Incorporation, By-Laws and all amendments thereto,
and the records of proceedings of its stockholders and directors.
Based upon the foregoing, and upon the examination of such other documents
as we have deemed necessary to express the opinions hereinafter set forth, we
are of the opinion that:
1. The Corporation is a corporation duly organized and in good standing
under the Laws of the Commonwealth of Pennsylvania; and
2. The securities to be registered will, when issued, be legally issued
and outstanding stock of the Corporation, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the said
Registration Statement and to all references to us therein.
In giving such consent, we do not thereby admit that we are experts within
the meaning of Section 7 of the Securities Act of 1933.
Very truly yours,
RHOADS & SINON
By: /s/ Charles J. Ferry
<PAGE>
EXHIBIT 23 (b)
Exhibit 23(b)
-------------
The Board of Directors and Stockholders
Dauphin Deposit Corporation
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK
Harrisburg, Pennsylvania
May 24, 1994
<PAGE>
EXHIBIT 24 (b)
SECRETARY'S CERTIFICATE
I, the undersigned, Secretary of Dauphin Deposit Corporation, do
hereby certify that the attached is a true and correct copy of Resolutions of
the Board of Directors of Dauphin Deposit Corporation duly adopted on April 25,
1994, which Resolutions remain in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this 20th day of May, 1994.
DAUPHIN DEPOSIT CORPORATION
By:/s/ Claire D. Flemming
---------------------------
Claire D. Flemming
Senior Vice President and
Secretary
<PAGE>
RESOLUTIONS ADOPTED BY
BOARD OF DIRECTORS OF
DAUPHIN DEPOSIT CORPORATION
ON APRIL 25, 1994
RESOLUTIONS RE 1994 DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
-----------------------------------------
WHEREAS, the Corporation presently operates a Dividend Reinvestment
and Cash Payment Plan which was adopted in 1981 (the "1981 Plan") and which
provides for the purchase of shares of Corporation common stock on the open
market for the benefit of participants in the 1981 Plan; and
WHEREAS, the Corporation desires to implement a new Dividend
Reinvestment and Stock Purchase Plan (the "Plan") which, among other things,
would provide for the purchase of Corporation common stock either from the
Corporation, on the open market, or in negotiated transactions, for the benefit
of participants in the Plan; and
WHEREAS, this Board believes it to be in the best interests of the
Corporation and its shareholders to implement the Plan, effective June 1, 1994,
in replacement of the existing 1981 Plan.
NOW, THEREFORE, BE IT RESOLVED THAT:
(1) The Plan, a copy of which is attached hereto, is hereby approved
in all respects substantially in the form presented to this meeting, and the
Chairman, President, Chief Financial Officer, Secretary and Assistant Secretary
of the Corporation are
<PAGE>
hereby authorized and empowered, for and on behalf of the Corporation, to cause
the Plan to be executed and implemented as of June 1, 1994 or such later date as
shall be selected by such officers.
(2) FURTHER RESOLVED, that this Board hereby approves the termination
of the 1981 Plan effective as of June 1, 1994 or such later date as shall be
approved by the aforementioned officers.
(3) FURTHER RESOLVED, that the aforementioned officers of the
Corporation, for and on behalf of the Corporation, are hereby authorized and
directed to cause to be prepared a form of Registration Statement on Form S-3
(the "Registration Statement"), including the Prospectus and all exhibits
thereto, for filing with the Securities and Exchange Commission (the
"Commission"), under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 2,000,000 shares of common stock in connection
with the offering of such 2,000,000 shares of common stock under and in
accordance with the Plan.
(4) FURTHER RESOLVED, that the Registration Statement is hereby
approved in all respects substantially in the form presented to this meeting,
and the Chairman, President, Chief Financial Officer, Secretary and Assistant
Secretary of the Corporation are hereby authorized and empowered, for and on
behalf of the Corporation, to cause the Registration Statement to be executed
and filed with the Commission under the Act with such changes thereto
- 2 -
<PAGE>
as shall be approved by such officers (such approval to be evidenced
conclusively by such officers' execution thereof), and are further authorized
and empowered, for and on behalf of the Corporation, to cause to be prepared,
executed and filed any amendment or amendments or supplement or supplements to
such Registration Statement, including the Prospectus and exhibits thereto, as
they deem necessary or desirable or as may be required by the Commission, to
cause such Registration Statement, as amended and/or supplemented, to comply
with the Act, and the rules and regulations thereunder, and to be declared
effective by the Commission under the Act.
(5) FURTHER RESOLVED, that the Corporation constitutes and appoints
William J. King and Christopher R. Jennings and each of them, its true and
lawful attorney-in-fact and agent, with full power of substitution and re-
substitution for it, and in its name, place and stead, in any and all
capacities, to execute and file any amendment or amendments or supplement or
supplements to the Registration Statement prepared pursuant to these
Resolutions.
(6) FURTHER RESOLVED, that the aforementioned officers of the
Corporation be, and they hereby are, authorized in the name and on behalf of the
Corporation, to take any and all action which they may deem necessary or
advisable in order to effect the registration or qualification (or exemption
therefrom) of the Corporation's common stock for issue, offer, sale or trade
under the Blue Sky or securities laws of any of the states of the United
- 3 -
<PAGE>
States of America and in connection therewith to execute, acknowledge, verify,
deliver, file or cause to be published any applications, reports, consents to
service of process, appointments of attorneys to receive service of process and
other papers and instruments which may be required under such laws, and to take
any and all further action which they may deem necessary or advisable in order
to maintain any such registration, qualification (or exemption therefrom) for as
long as they may deem necessary or as required by law.
(7) FURTHER RESOLVED, that the aforementioned officers of the
Corporation are hereby authorized and empowered, for and on behalf of the
Corporation, to take any and all actions to execute and deliver any and all
applications or other documents necessary or desirable in an effort to assure
that the offer and sale of the common stock pursuant to the Plan complies with
the rules and regulations of the National Association of Securities Dealers,
Inc., including registration of such shares with NASD or other similar
organizations.
(8) FURTHER RESOLVED, that the aforementioned officers of the
Corporation are hereby authorized and empowered, for and on behalf of the
Corporation, to take any and all actions and to do any and all things necessary
or desirable, in their discretion, to carry out the intention of the foregoing
Resolutions.
- 4 -
<PAGE>
EXHIBIT 99 (a)
DAUPHIN DEPOSIT CORPORATION
1994 DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
As of April 25, 1994, the Board of Directors of DAUPHIN DEPOSIT
CORPORATION (the "Corporation") established this 1994 Dividend Reinvestment and
Stock Purchase Plan (the "Plan") for holders of record of Corporation Common
Stock, to provide Corporation stockholders with a simple, convenient and
systematic method for investing quarterly cash dividends and voluntary cash
payments in additional shares of Corporation Common Stock. Any proceeds
received by the Corporation from sales under the Plan will provide additional
funds to the Corporation which may be used for such purpose or purposes as the
Corporation, in its discretion, may deem advisable.
The Plan is a successor to the current Dividend Reinvestment and Cash
Payment Plan of the Corporation which was instituted in 1981 (the "1981 Plan")
and which remains in effect until June 1, 1994. Each Participant in the 1981
Plan will automatically be enrolled in the Plan.
The following sets forth the text of the Plan as adopted in its
entirety as of April 25, 1994.
Section 1. Definitions.
- - --------- -----------
The following words and phrases, when capitalized and used herein,
shall have the indicated meanings unless the context clearly indicates
otherwise:
(a) Corporation: Dauphin Deposit Corporation.
-----------
(b) Corporation Common Stock: Corporation's common stock, $5.00 par
------------------------
value per share.
(c) Investment Date: Cash dividends will be used to purchase
---------------
Corporation Common Stock on the date cash dividends are paid to stockholders of
record. Voluntary cash payments received by the fifth (5th) day of each month
will be invested in Corporation Common Stock by the tenth (10th) day of the same
month. If the tenth (10th) day of the month is not a trading day, the voluntary
cash payments
<PAGE>
will be invested on the next preceding day which is a trading day. Voluntary
cash payments received after the fifth (5th) day of a month will be invested the
following month. The date on which cash dividends are reinvested and/or
voluntary cash payments are invested is hereinafter referred to as the
Investment Date.
(d) Market Price Per Share of Corporation Common Stock: (i) if
--------------------------------------------------
Corporation Common Stock is traded in the over-the-counter market, the average
between the high and low prices for Corporation Common Stock in the over-the-
counter market, as reported on the NASDAQ National Market System on any relevant
date (or if not a trading date, then on the next preceding day on which a trade
is reported) or (ii) if Corporation Common Stock is listed for trading on a
national exchange, the average between the high and low prices on such exchange
on any relevant date, as reported in the financial press (or if not a trading
day, then on the next preceding day on which a trade is reported).
(e) 1981 Plan: The Corporation's Dividend Reinvestment and Cash
---------
Payment Plan which was instituted in 1981 and which remains in effect until June
1, 1994.
(f) Participant: Any holder of a share or shares of Corporation
-----------
Common Stock who meets the eligibility requirements set forth at Section 2 of
the Plan and who (i) is a Participant in the 1981 Plan or (ii) effects the
authorizations required by Section 3 of the Plan.
(g) Plan: This 1994 Stockholder Dividend Reinvestment and Stock
----
Purchase Plan, as it may be hereafter amended, supplemented or modified.
(h) Plan Administrator: Mellon Securities Trust Company shall be the
------------------
administrative agent for Participants and in such capacity will purchase shares
of Corporation Common Stock for Participants, hold such shares in its name or
that of its nominee, keep and maintain records, send statements of account to
Participants and perform other duties relating to the Plan. Mellon Securities
Trust Company shall act in such capacity in accordance with the provisions of
the Plan.
(i) Purchase Price: In the case of purchases from the Corporation of
--------------
treasury shares or authorized but unissued shares of Common Stock, the purchase
price will be the Market Price Per Share of the Common Stock as of the relevant
Investment Date. In the case of purchases of shares of
- 2 -
<PAGE>
Common Stock on the open market or in negotiated transactions, the purchase
price will be the weighted average of the prices actually paid for shares
purchased for the relevant Investment Date (excluding all fees, brokerage
commissions and expenses).
(j) Record Date: The date for determining stockholders of record for
-----------
the purpose of receiving any quarterly dividends.
Section 2. Eligibility.
- - --------- -----------
Any holder of one or more shares of Corporation Common Stock is
eligible to participate in the Plan commencing as of the date such shares are
registered in his or her name on the books of the Corporation.
Section 3. Participation.
- - --------- -------------
(a) Full Participation Required. In the case of a stockholder who
---------------------------
chooses to reinvest dividends under the Plan, such reinvestment must be made
with respect to all shares registered in the stockholder's name. In order to
participate in the Plan, a stockholder who meets the eligibility requirements
set forth in Section 2 must, on such form or forms and in such manner as may
from time to time be prescribed by the Corporation, except as expressly set
forth in this Section, designate and authorize the Plan Administrator, on such
stockholder's behalf, to reinvest all of the cash dividends payable on all of
such stockholder's shares of Corporation Common Stock in additional shares of
Corporation Common Stock pursuant to the provisions of Section 4 of the Plan;
provided, however, that all stockholders participating in the 1981 Plan will
begin to participate automatically in the Plan when it becomes effective on June
1, 1994. If the form of designation and authorization is duly completed,
signed and received by the Corporation on or before a given Record Date,
reinvestment shall begin with the dividend relating to such Record Date. If the
form of designation and authorization is received after a given Record Date, the
dividend relating to such Record Date will be paid in cash and reinvestment
shall
- 3 -
<PAGE>
begin with the following dividend. Participation, once commenced, shall
continue until a Participant withdraws from the Plan in accordance with Section
10(a) of the Plan or until the Plan terminates in accordance with Section 11(d)
of the Plan.
(b) Voluntary Cash Payment Option. A stockholder who meets the
-----------------------------
eligibility requirements set forth in Section 2 of the Plan and who elects to
participate in the Plan by meeting the requirements set forth in subsection (a)
of this Section 3 may elect, each month, to invest cash in an amount not to
exceed $1,000 per month, but not less than $50 per payment, in additional shares
of Corporation Common Stock, by (i) designating and authorizing the Plan
Administrator, on such form or forms as may be designated by the Plan
Administrator from time to time, to apply all of such cash to the purchase, on
such Participant's behalf, of additional shares of Corporation Common Stock,
pursuant to the provisions of Section 4 of the Plan, and (ii) by transmitting
such cash amount (by check or money order made payable to "Dauphin Deposit
Corporation") and forms to the Plan Administrator so that it is received by the
Plan Administrator not later than the fifth (5th) day of the month in order to
be invested by the tenth (10th) day of the same month. Any cash payment
received by the Plan Administrator after the fifth (5th) day of the month will
be applied to the purchase of Corporation Common Stock for the Participant's
account on the succeeding Investment Date for voluntary cash payments (which is
normally by the tenth (10th) day of the following month). A Participant may
withdraw his or her entire voluntary cash payment by written notice received by
the Plan Administrator on or before the second (2nd) business day prior to the
Investment Date on which it is to be invested. No interest will be paid on
uninvested voluntary cash payments.
Section 4. Dividend Reinvestment and Cash Purchases from the Corporation.
- - --------- -------------------------------------------------------------
In the event that the Corporation has not elected to, and is not
required to, purchase shares of Corporation Common Stock in the over-the-counter
market in accordance with the provisions of Section 5 of the Plan, the
Corporation shall, for each Participant, apply:
- 4 -
<PAGE>
(a) the quarterly dividends authorized to be reinvested pursuant
to Section 3(a) of the Plan that are attributable to shares registered
in such Participant's name on the books of the Corporation as of the
Record Date to the purchase on the Investment Date, at the Purchase
Price (as defined in Section 1(i) of the Plan), of additional shares
(including fractions of a whole share computed to 4 decimal places) of
Corporation Common Stock held in treasury or authorized but unissued
Corporation Common Stock;
(b) the quarterly dividends attributable to shares (including
fractions of a whole share computed to 4 decimal places) credited to
such Participant's account pursuant to Section 6(b) of the Plan as of
the Record Date to the purchase on the Investment Date, at the
Purchase Price (as defined in Section 1(i) of the Plan), of additional
shares (including fractions of a whole share computed to 4 decimal
places) of Corporation Common Stock held in treasury or authorized but
unissued Corporation Common Stock; and
(c) the cash payments duly authorized and paid by such
Participant pursuant to Section 3(b) of the Plan to the purchase on
the Investment Date, at the Purchase Price (as defined in Section 1(i)
of the Plan), of additional shares (including fractions of a whole
share computed to 4 decimal places) of Corporation Common Stock held
in treasury or authorized but unissued Corporation Common Stock.
Section 5. Dividend Reinvestment and Cash Purchases Other Than from the
- - --------- ------------------------------------------------------------
Corporation.
- - -----------
(a) Notwithstanding the provisions of Section 4 of the Plan, the
Corporation may, at its election, following the Investment Date, for each
Participant, apply:
(i) the quarterly dividends authorized to be reinvested pursuant
to Section 3(a) of the Plan that are attributable to (A) shares
registered in such Participant's name on the books of the Corporation
as of the Record Date, and (B) shares (including fractions of a whole
share computed to 4 decimal places) credited to such Participant's
account pursuant to Section 6(b) of the Plan as of the Record Date;
and
(ii) the cash payments duly authorized and paid by such
Participant pursuant to Section 3(b) of the Plan;
to the purchase of whole shares of Corporation Common Stock in accordance with
Section 5(b) below.
(b) All purchases of Corporation Common Stock pursuant to this
Section 5 shall be made at such times as the Corporation may determine within
thirty (30) days of the relevant Investment Date, or such later date as may be
necessary or advisable under any applicable federal securities laws.
- 5 -
<PAGE>
Any such purchases shall be made by the Plan Administrator or a bank, trust
company, brokerage firm or other independent fiduciary, as selected by the Plan
Administrator, in the over-the-counter market, on an exchange, or in negotiated
transactions upon such terms as to price, delivery and related matters as the
Plan Administrator deems advisable, subject to approval of the Corporation with
respect to negotiated transactions. In making purchases on behalf of a
Participant, the Plan Administrator may commingle such Participant's funds with
those of other Participants. The price at which the Corporation shall be deemed
to have acquired shares for each Participant's account pursuant to this Section
5 shall be the weighted average Purchase Price with respect to all shares
purchased, excluding any fees, commissions, costs or expenses relating to such
purchases. Neither the Corporation nor the Plan Administrator shall be liable
for any loss, damage or expense resulting, directly or indirectly, from the
failure to make a purchase or from the timing of any purchase made.
Section 6. Administration of the Plan.
- - --------- --------------------------
(a) The Plan Administrator shall administer the Plan for all
Participants.
(b) All shares of Corporation Common Stock purchased by the Plan
Administrator pursuant to Section 4 and Section 5 of the Plan, including any
fractions of a whole share, shall be registered in the name of the Plan
Administrator or its nominee as agent for each Participant and shall be credited
to such Participant's account on the books and records of the Plan, which books
and records shall be maintained at all times by the Plan Administrator. The
Plan Administrator, or its duly authorized representative, shall transmit to a
Participant approximately ten (10) business days following an Investment Date, a
statement setting forth the total number of whole shares and fractions of a
whole share of Corporation Common Stock credited to such Participant's account.
(c) On written request, the Plan Administrator will send a
Participant certificates for any full shares of Corporation Common Stock
credited to his or her account; provided that no such request with respect to
all shares credited to a Participant's account received during the period
beginning four (4)
- 6 -
<PAGE>
trading days prior to a Record Date and ending on the corresponding Investment
Date shall be effective until after the reinvestment of dividends pursuant to
this Plan. No share certificate for any full share of Corporation Common Stock
shall be issued to any Participant except pursuant to such request or upon such
Participant's withdrawal from the Plan in accordance with Section 10 of the Plan
or termination of the Plan in accordance with Section 11(d) of the Plan. In no
event shall any certificate be issued evidencing a fraction of a whole share of
Corporation Common Stock.
(d) Participants may deposit with the Plan Administrator for
safekeeping any certificate for shares of Corporation Common Stock subject to
reinvestment of dividends under the Plan. The Plan Administrator may, in its
sole discretion, charge a fee for depositing certificates for safekeeping.
(e) All costs of administering the Plan, including without
limitation any brokerage commission or other fee payable to or through any
broker-dealer or any other party in connection with the purchase of shares,
shall be paid by the Corporation.
Section 7. Voting of Shares Held Under the Plan.
- - ---------- ------------------------------------
(a) All shares of Corporation Common Stock held for a Participant
in such Participant's account under the Plan shall be voted at a meeting of
Corporation shareholders in accordance with the instructions of such
Participant given on any proxy executed by such Participant and returned to
the Corporation with respect to such shares. A Participant desiring to vote
shares of Corporation Common Stock held for a Participant in such
Participant's account under the Plan in person at a meeting of Corporation
shareholders may do so. Shares of Corporation Common Stock held for a
Participant in such Participant's account under the Plan will not be voted at
a meeting of Corporation shareholders if voting instructions on a proxy are
not received by the Corporation from such Participant or if such Participant
does not vote such shares in person at the meeting.
- 7 -
<PAGE>
(b) Each Participant shall have the right to instruct the
Corporation as to the manner in which to respond to a tender or exchange offer
for shares of Corporation Common Stock, with respect to such shares in such
Participant's account.
Section 8. Stock Dividends and Stock Splits on Shares Held in Plan.
- - --------- -------------------------------------------------------
Shares of Corporation Common Stock (including any fraction of a
whole share) distributed as a result of the declaration of a stock dividend or
a stock split on shares credited to the account of a Participant under the
Plan shall be added to his or her account and shall be shares subject to the
Plan, and shall be treated, for all purposes, as if held by such Participant
directly.
Section 9. Effect of Rights Offering on Shares Held in Plan.
- - --------- ------------------------------------------------
In the event that the Corporation grants to its shareholders
rights to purchase additional shares of Corporation Common Stock or other
securities, rights shall be granted to the Participant on whole shares of
Corporation Common Stock credited to the account of a Participant under the
Plan. Rights based on any fraction of a share credited to such Participant's
account shall at the Corporation's option be either redeemed by the
Corporation for cash or sold for such Participant, and the net proceeds
therefrom shall be credited to his or her account and shall be invested as a
voluntary cash payment in accordance with the provisions of Section 4 or
Section 5 of the Plan, as the case may be.
Section 10. Withdrawal of Shares from the Plan.
- - ---------- ----------------------------------
(a) A Participant may withdraw all or a portion of the shares
credited to his or her Plan account from the Plan by giving the Plan
Administrator written notice thereof, but any such notice to withdraw all of a
Participant's shares in the Plan received by the Plan Administrator later than
four (4) business days prior to a Record Date shall not be effective until
dividends paid for such Record Date have been credited to such Participant's
account. Upon withdrawal, certificates for the number of whole shares
- 8 -
<PAGE>
specified in the Participant's notice and credited to a Participant's account
under the Plan shall be issued to such Participant and, in the event of a total
withdrawal, a cash payment shall be made for any fractions of a whole share
credited to such Participant's account (based upon the Market Price Per Share of
Corporation Common Stock on the date the withdrawal request is received, or the
last prior trading day). A Participant who withdraws in whole in accordance
with this Section 10(a) shall again have the right to participate in the Plan,
provided such Participant meets the eligibility requirements set forth at
Section 2 of the Plan and makes the designation and authorization required by
Section 3(a) of the Plan. If a Participant so requests in writing, the Plan
Administrator shall within twenty (20) days following receipt of such notice
place a sale order for the number of shares specified in the Participant's
notice and credited to such Participant's account and shall deliver the proceeds
therefrom, less any brokerage fee, service fee, withholding taxes, transfer tax,
and costs, to the withdrawing Participant.
(b) If a Participant disposes of all the shares registered in such
Participant's name that are enrolled in the Plan, the Plan Administrator shall,
until otherwise notified, continue to reinvest the dividends on the shares of
Corporation Common Stock held in such Participant's account. However, if such
Participant holds less than one (1) full share of Corporation Common Stock in
the Plan, such Participant shall be deemed to have withdrawn from the Plan.
Section 11. Amendment, Supplementation, Waiver, Suspension or Termination.
- - ---------- -------------------------------------------------------------
(a) The Plan may be amended or supplemented by the Corporation at
any time or times by mailing appropriate notice to each Participant at such
Participant's last address of record prior to the effective date of such
amendment or supplementation. The amendment or supplement shall conclusively
be deemed to be accepted by each Participant unless the Corporation receives
written notice from a Participant of such Participant's withdrawal from the
Plan in accordance with Section 10(a) of the Plan. Amendments or supplements
may be required from time to time due to changes in existing rules and
regulations or new rules and regulations issued by a governing authority. In
such cases, the
- 9 -
<PAGE>
Corporation may make such amendments or supplements as required, and thereafter
notify each Participant thereof.
(b) Any waiver of any provision of the Plan must be made by the
Corporation in writing, and each waiver, if any, shall only apply to the
specific instance involved.
(c) The Plan may be suspended by the Corporation at any time or
times, from time to time, by mailing appropriate notice to each Participant at
such Participant's last address of record prior to the effective date of such
suspension. In the event of a suspension of this Plan, all voluntary cash
contributions paid by Participants pursuant to Section 3(b) of the Plan shall be
returned to such Participants.
(d) The Plan may be terminated by the Corporation at any time by
mailing appropriate notice to each Participant at such Participant's last
address of record prior to the effective date of such termination. In the event
of termination of the Plan, certificates for whole shares of Corporation Common
Stock credited to a Participant's account under the Plan shall be issued to such
Participant and a cash payment shall be made for any fractional shares credited
to such Participant's account (computed according to Section 10(a) of the Plan).
Section 12. Miscellaneous.
- - ---------- -------------
(a) In the event that the Corporation shall, as of any Investment
Date, have insufficient authorized shares of Corporation Common Stock available
for issuance pursuant to any purchase required to be made under Section 4 of the
Plan, all shares available shall be issued and credited pro rata to all
Participants' accounts. All uninvested dividends shall be paid to Participants
in cash.
(b) There shall be 2,000,000 shares of Corporation Common Stock
available for purchase under the Plan, subject to adjustment as follows:
(i) In the event that a dividend shall be declared upon the
Common Stock payable in shares of said stock, the number of shares of
Common Stock available for issuance pursuant to the Plan shall be
adjusted by adding thereto the number of shares which would have been
- 10 -
<PAGE>
distributable thereon if such shares had been outstanding on the date
fixed for determining the shareholders entitled to receive such stock
dividend.
(ii) In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Corporation or of another
corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger, or consolidation, then there
shall be substituted for the shares available for issuance pursuant to
the Plan, the number and kind of shares of stock or other securities
which would have been substituted therefor if such shares of stock or
other securities had been outstanding on the date fixed for
determining the shareholders entitled to receive such changed or
substituted stock or other securities.
(iii) In the event there shall be any change, other than
specified above, in the number or kind of outstanding shares of Common
Stock of the Corporation or of any stock or other securities into
which such Common Stock shall be changed or for which it shall have
been exchanged, then if the Board of Directors of the Corporation
shall determine, in its discretion, that such change equitably
requires an adjustment in the number or kind of shares which are
available for issuance pursuant to the Plan, such adjustment shall be
made by the Board of Directors and shall be effective and binding for
all purposes of the Plan.
(iv) No adjustment or substitution provided for herein shall
require the Corporation to issue or to sell a fractional share of
Common Stock under the Plan and the total adjustment or substitution
may be limited accordingly.
(c) Neither the Corporation nor the Plan Administrator shall be
liable for any loss, damage or expense arising out of or resulting from any act
performed in good faith or any good faith omission on the part of any of them
including, but not limited to, (i) the Plan Administrator's failure to terminate
a Participant's account upon such Participant's death or the transfer of such
Participant's shares prior to a reasonable length of time after receipt of
notice in writing of such death or such transfer; (ii) any purchase or failure
to purchase shares for a Participant's account at a particular time or day or at
a particular price; and/or (iii) modifying, suspending or terminating
participation by a shareholder who the Corporation determines is using the Plan
for purposes inconsistent with the intended purposes of the Plan.
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<PAGE>
(d) A Participant shall notify the Plan Administrator promptly in
writing of any change of address. Notices to a Participant may be given by
letter addressed to such Participant at such Participant's last address of
record on file with the Corporation.
(e) No Participant shall have any right to draw checks or drafts
against his or her account or to give instructions to the Corporation or the
Plan Administrator with respect to any shares or cash held therein except as
expressly provided herein, nor shall a Participant have the right to sell,
assign, pledge or transfer his or her account.
(f) The Corporation or the Plan Administrator, with the consent of
the Corporation, may charge for additional services performed at the request of
a Participant and not provided herein.
(g) Any question or interpretation arising under the Plan will be
determined by the Corporation pursuant to the applicable rules and regulations
of all regulatory authorities and to the applicable federal and state law, such
determination being final.
Section 13. Effective Date of Plan.
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The effective date of the Plan shall be June 1, 1994.
Section 14. Governing Law.
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The validity and enforceability of the Plan and the rights and
obligations set forth therein shall be governed by the law (but not the law of
conflicts of law) of the Commonwealth of Pennsylvania.
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<PAGE>
EXHIBIT 99 (b)
PLEASE READ CAREFULLY AUTHORIZATION FORM
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
FOR THE SHAREHOLDERS OF DAUPHIN DEPOSIT CORPORATION
TO: MELLON SECURITIES TRUST COMPANY
I/We want to participate in the Dauphin Deposit Dividend Reinvestment and Stock
Purchase Plan of Dauphin Deposit Corporation.
I/We hereby appoint you as my/our agent, and authorize Dauphin Deposit
Corporation to pay you for my/our account all dividends payable to me/us on
shares of Dauphin Deposit common stock now or hereafter registered in my/our
name(s).
I/We authorize you to invest all voluntary cash payments made by me/us under the
Plan.
I/We authorize you to apply all such funds received by you to the purchase of
full and fractional shares of Dauphin Deposit Corporation common stock,
authorizing you to act for me/us as provided in the Plan.
Your appointment as my/our agent is subject to the additional terms and
conditions set forth in the Plan Prospectus which I/we have received.
Signatures of all Registered Owners
THIS IS NOT A PROXY
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Shareholder Signature
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Date Shareholder Signature
53791
