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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, 1996.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transaction 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, 1996 and 1995, and the related statements of participants' transactions
for the years ended June 30, 1996, 1995 and 1994, 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. 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
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Act of 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 25, 1996 By: /s/ Dennis L. Dinger
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Dennis L. Dinger, Executive Vice
President, and Chief Fiscal and
Administrative Officer
Dauphin Deposit Corporation
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Table of Contents
June 30, 1996 and 1995
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Page
Independent Auditors' Report................................................1
Balance Sheets..............................................................2
Statements of Participants' Transactions and Balances.......................3
Note to Financial
Statements..................................................................4
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EXHIBIT "A"
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[LETTERHEAD 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, 1996 and 1995, and the related statements of
participants' transactions and balances for each of the years in the three-year
period ended June 30, 1996. 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, 1996
and 1995, and the participants' transactions and balances for each of the years
in the three-year period ended June 30, 1996 in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick LLP
August 30, 1996
[LOGO APPEARS HERE]
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Balance Sheets
June 30, 1996 and 1995
<TABLE>
<CAPTION>
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1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Cash $ 208,959 300,796
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Plan equity:
Participants' balances $ 208,959 300,796
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</TABLE>
See accompanying note to financial statements.
2
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Statements of Participants' Transactions and Balances
Years ended June 30, 1996, 1995, and 1994
<TABLE>
<CAPTION>
=================================================================================================
1996 1995 1994
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee contributions $ 2,297,056 2,028,433 2,029,521
Stock purchased and distributed to participants
(85,920, 68,429, 70,340 shares,
respectively) (1,789,286) (1,425,036) (1,487,269)
Other transactions (principally participant
balance withdrawals, net of interest earned) (599,607) (531,485) (535,624)
- -------------------------------------------------------------------------------------------------
Net increase (decrease) (91,837) 71,912 6,628
Participants' balances, beginning of year 300,796 228,884 222,256
- -------------------------------------------------------------------------------------------------
Participants' balances, end of year $ 208,959 300,796 228,884
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</TABLE>
See accompanying note to financial statements.
3
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DAUPHIN DEPOSIT EMPLOYEE STOCK PURCHASE PLAN
Note to Financial Statements
June 30, 1996 and 1995
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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 Corporation 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.
Administrative Expenses
All administrative expenses of the Plan are paid by the Corporation.
Vesting
All participants are 100% vested in the balance in their statement savings
account.
(Continued)
4
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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. The number of shares
purchased is equal to the lesser of the participants annual eligible payroll
deduction or statement savings account balance.
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5
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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 30, 1996 relating
to the balance sheets of the Dauphin Deposit Employee Stock Purchase Plan as of
June 30, 1996 and 1995, and the related statements of participants' transactions
and balances for each of the years in the three-year-period ended June 30, 1996,
which report appears in the annual report on Form 11-K for the fiscal year ended
June 30, 1996 of the Dauphin Deposit Employee Stock Purchase Plan.
KPMG Peat Marwick LLP
Harrisburg, Pennsylvania
September 26, 1996
Exhibit "B"
