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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 1994.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ________________.
Commission file number: 0-8415
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
DAUPHIN DEPOSIT CORPORATION
213 Market Street
Harrisburg, PA 17105
REQUIRED INFORMATION
Attached hereto as Exhibit "A" is the audited statement of financial
condition (i.e., balance sheet) as of the end of the latest two fiscal years,
June 30, 1994 and 1993, and the related statements of participants' transactions
for the years ended June 30, 1994, 1993 and 1992, of the Dauphin Deposit
Employee Stock Purchase Plan (the "Plan").
Under the Plan, an individual statement savings account is established and
maintained for each participating employee at the Corporation's banking
subsidiary, Dauphin Deposit Bank and Trust Company, Harrisburg, Pennsylvania,
including its Bank of Pennsylvania division, Reading, Pennsylvania, its Valley
Bank and Trust Company division, Chambersburg, Pennsylvania and its Farmers Bank
and Trust Company division, Hanover, Pennsylvania. Eligible employees may elect
to have from 2-10% of their base pay, as defined, withheld for deposit into the
statement savings account. No contributions are made by the Corporation or its
subsidiaries. A participant's statement savings account is credited with
interest at the regular statement savings account rate.
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Unless a participating employee gives the Corporation written notice prior
to the exercise date of an offering that he or she wishes to withdraw from such
offering, his or her option to purchase shares of Corporation common stock will
be automatically exercised for him or her on the exercise date of the offering
and he or she will be then deemed to have exercised his or her option to
purchase the largest number of shares which the balance in his or her account at
the time will purchase at the applicable option price. As promptly as
practicable after the termination of each offering, the Corporation will deliver
to each participant the shares purchased upon the exercise of his or her option.
The payroll deposits held in individual statement savings accounts
pursuant to the Plan are not invested in securities or other obligations of the
Corporation or other affiliated or unaffiliated issuers. A participant may at
any time deposit additional sums to or withdraw sums from his or her account,
and no amounts deposited in such accounts may be used by the Corporation for any
corporate purpose. Plan participants have no interest in Corporation shares
covered by their options until such options have been exercised. Accordingly, no
securities or other obligations are held by the Plan or Plan participants during
the yearly offering period.
The Consent of Independent Auditors is attached hereto as Exhibit "B."
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
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1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DAUPHIN DEPOSIT EMPLOYEE STOCK
PURCHASE PLAN
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(Name of Plan)
DATE: September 29, 1994 By: /s/ Dennis L. Dinger
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Dennis L. Dinger, Executive Vice
President and Chief Financial Officer
Dauphin Deposit Corporation
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[LOGO OF PEAT MARWICK LLP
APPEARS HERE]
DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
June 30, 1994 and 1993
(With Independent Auditors' Report Thereon)
EXHIBIT A
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
June 30, 1994 and 1993
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<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report..............................................1
Balance Sheets............................................................2
Statements of Participants' Transactions and Balances.....................3
Note to Financial Statements..............................................4
</TABLE>
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[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
Independent Auditors' Report
The Employee Stock Purchase Plan
Committee of Dauphin Deposit Corporation:
We have audited the accompanying balance sheets of the Dauphin Deposit Employee
Stock Purchase Plan as of June 30, 1994 and 1993, and the related statements of
participants' transactions and balances for each of the years in the three-year
period ended June 30, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Plan as of June 30, 1994
and 1993, and the participants' transactions and balances for each of the years
in the three-year period ended June 30, 1994 in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
August 26, 1994
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Balance Sheets
June 30, 1994 and 1993
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<TABLE>
<CAPTION>
1994 1993
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<S> <C> <C>
Assets:
Cash $ 228,884 222,256
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Plan equity:
Participants' balances $ 228,884 222,256
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</TABLE>
See accompanying note to financial statements.
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Statements of Participants' Transactions and Balances
Years Ended June 30, 1994, 1993 and 1992
<TABLE>
<CAPTION>
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1994 1993 1992
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<S> <C> <C> <C>
Employee contributions $ 2,029,521 1,856,733 1,134,453
Stock purchased and distributed to participants
(70,340, 76,579 and 31,949 shares,
respectively) (1,487,269) (1,435,856) (936,906)
Other transactions (principally participant
balance withdrawals net of interest earned) (535,624) (314,692) (168,395)
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Net increase 6,628 106,185 29,152
Participants' balances, beginning of year 222,256 116,071 86,919
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Participants' balances, end of year $ 228,884 222,256 116,071
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</TABLE>
See accompanying note to financial statements.
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Note to Financial Statements
June 30, 1994 and 1993
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(1) Description of Plan
The following summary of the principal plan provisions of the Dauphin
Deposit Employee Stock Purchase Plan (the Plan) is provided for general
information only. Participants should refer to the plan agreement for more
complete information.
General
The purpose of the Dauphin Deposit Employee Stock Purchase Plan is to
provide employees of Dauphin Deposit Corporation (the Corporation) and its
subsidiary companies with an opportunity to acquire a proprietary interest
in the Company through the purchase of stock of the Corporation. The Plan
year runs from July 1 through June 30.
Eligibility
The Plan is open to full-time employees of the Corporation or its
subsidiaries who have completed six months of employment and, part-time
employees who have completed 1,000 hours of service and six months of
employment in the plan year. Once a part time employee is eligible, the
employee maintains eligibility for the duration of employment regardless
of number of hours worked in future plan years.
Participant Accounts
A statement savings account is established for each participating
employee. Employees may elect to have from 2-10% of their base pay, as
defined, withheld for deposit into the statement savings account. No
contributions are made by the Corporation or its subsidiaries.
A participant's statement savings account shall be credited with interest
computed at the regular statement savings account rate. The payroll
deposits held in individual statement savings accounts pursuant to the
Plan are not invested in securities or other obligations of the
Corporation or other affiliated or unaffiliated issuers. A participant may
at any time deposit additional sums to or withdraw sums from his or her
account, and no amounts deposited in such accounts may be used by the
Corporation for any corporate purpose. Plan participants have no interest
in Corporation shares covered by their options until such options have
been exercised. Accordingly, no securities or other obligations are held
by the Plan or Plan participants during the yearly offering period.
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Note to Financial Statements
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(1) Continued
Purchase of Shares
The purchase price for the shares shall be established by the Committee
at least thirty days prior to the offering date. The purchase price shall
be the lower of:
Not less than 85% nor more than 100% of the average of the
actual high and low sales prices of the stock quoted by the
National Association of Securities Dealers on the offering date
(July 1) or the first trading date before the offering date if
the offering date is not a trading date; or
Not less than 85% nor more than 100% of the average of the
actual high and low sales prices of the stock quoted by the
National Association of Securities Dealers on the exercise date
(June 30) or the first trading date before the exercise date if
the exercise date is not a trading date.
The Plan provides for the purchase of full shares only. The stock
certificates are delivered to each participant.
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Employee Stock Purchase Plan
Committee of Dauphin Deposit Corporation
We consent to incorporation by reference in the registration statement on Form
S-8 of Dauphin Deposit Corporation of our report dated August 26, 1994 relating
to the balance sheets of the Dauphin Deposit Employee Stock Purchase Plan as of
June 30, 1994 and 1993, and the related statements of participants' transactions
and balances for each of the years in three-year period ended June 30, 1994,
which report appears in the annual report on Form 11-K for fiscal year ended
June 30, 1994 of the Dauphin Deposit Employee Stock Purchase Plan.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
September 29, 1994
EXHIBIT B
