<PAGE>
Total number of pages: ____
Exhibit Index located on page ____ Registration No. ____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FULTON FINANCIAL CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 23 - 2195389
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
One Penn Square
P.0. Box 4887
Lancaster, Pennsylvania 17604
(717) 291-2411
---------------------------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
Rufus A. Fulton, Jr. Copy to:
President and Chief Executive
Officer
Fulton Financial Corporation Nancy Mayer Hughes, Esquire
One Penn Square Barley, Snyder, Senft & Cohen, LLP
P.O. Box 4887 126 East King Street
Lancaster, Pennsylvania 17604 Lancaster, Pennsylvania 17602-2893
(717) 291-2411 (717) 299-5201
- --------------------------------------------------------------------------------
(Name, address including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this
Amendment to Registration Statement
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.[]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[]
--------------
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[]
---------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Proposed
Title of maximum maximum
Shares to be Amount to be aggregate aggregate Amount of
registered registered price per unit* offering price* registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 1,000,000 $25.50 $25,500,000 $7,727.27
par value
====================================================================================================================
</TABLE>
*Determined, in accordance with Rule 457(c), upon the basis of the average of
the high and low prices of the $2.50 par value common stock of the registrant as
reported on the NASDAQ National Market System as of May 5, 1997.
<PAGE>
CROSS REFERENCE SHEET PURSUANT
TO ITEM 501 OF REGULATION S-K
-----------------------------
<TABLE>
<CAPTION>
ITEM OF FORM S-3 LOCATION IN PROSPECTUS
- ---------------- ----------------------
<S> <C>
1. Forepart of the Registration Facing Page of the Registration
Statement and Outside Front Statement and Outside Front
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back AVAILABLE INFORMATION; INCORPORATION
Cover Pages of Prospectus OF CERTAIN DOCUMENTS BY REFERENCE;
TABLE OF CONTENTS
3. Summary Information, Risk INFORMATION CONCERNING FULTON
Factors, and Ratio of FINANCIAL CORPORATION AND
Earnings to Fixed Charges DESCRIPTION OF FFC COMMON STOCK
4. Use of Proceeds USE OF PROCEEDS
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN
9. Description of Securities to INFORMATION CONCERNING FULTON
Registered FINANCIAL CORPORATION AND
DESCRIPTION OF FFC COMMON STOCK
10. Interests of Named Experts EXPERTS; LEGAL OPINIONS
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain INCORPORATION OF CERTAIN
Information by Reference DOCUMENTS BY REFERENCE
13. Disclosure of Commission Position INFORMATION CONCERNING FULTON
on Indemnification for FINANCIAL CORPORATION AND
Securities Act Liabilities DESCRIPTION OF FFC COMMON STOCK
</TABLE>
<PAGE>
PROSPECTUS
----------
FULTON FINANCIAL CORPORATION
One Penn Square
P. 0. Box 4887
Lancaster, Pennsylvania 17604
(717) 291-2411
-----------------
1,000,000 Shares of Common Stock
$2.50 Par Value
-----------------
This Prospectus relates to an additional 1,000,000 shares of the $2.50
par value common stock of Fulton Financial Corporation to be issued under the
Fulton Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the
"Plan") which was adopted by the Board of Directors of Fulton Financial
Corporation on October 16, 1990. The Plan provides shareholders of Fulton
Financial Corporation with a convenient and economical method of investing cash
dividends and optional cash payments in additional shares of the common stock of
Fulton Financial Corporation.
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 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 distribution of the securities to which this Prospectus
relates shall, under any circumstances, create any implication that the
information contained herein is correct at any time subsequent to the date
hereof.
This Prospectus does not cover resales of shares issued under the Plan
to affiliates of Fulton Financial Corporation in connection with the Plan. No
such person is authorized to make use of this Prospectus in connection with any
such resale.
---------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 May 2, 1997.
<PAGE>
AVAILABLE INFORMATION
Fulton Financial Corporation ("FFC") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and in accordance therewith FFC files periodic reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
Such periodic reports, proxy statements and other information may be inspected
and copied at the public reference facilities maintained by the SEC at Judicial
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and also at the Regional
Offices of the SEC located at Seven World Trade Center, Suite 1300, New York,
New York 10048; Curtis Center, 601 Walnut Street, Suite 1005E, Philadelphia,
Pennsylvania 19106; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained, at prescribed
rates, by delivering a request to the Public Reference Section of the SEC at
Judicial Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
SEC maintains a web site (http://www.sec.gov.) that contains periodic reports,
proxy and information statements and other information regarding companies which
are subject to the reporting requirements of the 1934 Act. FFC Common Stock is
listed on the NASDAQ Stock Market and material as to FFC can also be inspected
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington D.C. 20006.
Fulton Financial Corporation has filed with the Commission a
Post-Effective Amendment to the Registration Statement No. 33-37835 on Form S-3
(the "Registration Statement"), of which this Prospectus is a part, under the
Securities Act of 1933. The Registration Statement includes additional
information which has been omitted from the Prospectus pursuant to the rules and
regulations of the Commission. The information so omitted may be obtained from
the Commission as described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated in
this Prospectus by reference:
1. Fulton Financial Corporation Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
2. Fulton Financial Corporation Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997.
3. Fulton Financial Corporation Current Reports on Form 8-K dated
March 7, 1997 and March 31, 1997.
4. All documents filed by Fulton Financial Corporation subsequent
to the date hereof pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934
Act.
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 that 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.
Fulton Financial Corporation will provide without charge to any 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. Such
requests, in writing or by telephone, should be directed to William R. Colmery,
Secretary, Fulton Financial Corporation, One Penn Square, P. 0. Box 4887,
Lancaster, Pennsylvania 17604, telephone (717) 291-2411.
<PAGE>
PROSPECTUS
----------
FULTON FINANCIAL CORPORATION
One Penn Square
P. O. Box 4887
Lancaster, Pennsylvania 17604
(717) 291-2411
TABLE OF CONTENTS
Page
----
INFORMATION CONCERNING FULTON FINANCIAL CORPORATION
AND DESCRIPTION OF FFC COMMON STOCK .............................. 1
General .................................................. 1
General Description of FFC Common Stock .................. 2
Dividends ................................................ 2
Securities Laws .......................................... 3
Antitakeover Provisions .................................. 3
Indemnification .......................................... 5
FULTON FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ..................... 6
Purpose .................................................. 6
Advantages ............................................... 6
Administration ........................................... 6
Participation ............................................ 7
Optional Cash Payments ................................... 7
Purchases ................................................ 8
Reports to Participants .................................. 9
Voting Rights ............................................ 9
Federal Income Tax Information ........................... 9
Withdrawal of Shares from Plan Accounts .................. 10
Termination of Participation ............................. 11
Certificates for Shares .................................. 11
Other Information ........................................ 12
USE OF PROCEEDS ................................................... 12
EXPERTS ........................................................... 13
LEGAL OPINIONS .................................................... 13
<PAGE>
INFORMATION CONCERNING FULTON FINANCIAL CORPORATION
AND DESCRIPTION OF FFC COMMON STOCK
General
- -------
Fulton Financial Corporation ("FFC") is a Pennsylvania business
corporation and a registered bank holding company with its headquarters in
Lancaster, Pennsylvania. As a bank holding company, FFC engages in a general
commercial and retail banking and trust business, and also in related financial
businesses, through its bank and nonbank subsidiaries. FFC's subsidiary banks
currently operate eighty-five banking offices in Pennsylvania, fifteen banking
offices in Maryland, seven banking offices in Delaware, and ten banking offices
in New Jersey. As of December 31, 1996, FFC had consolidated total assets of
approximately $3.7 billion.
The principal assets of FFC are the following ten wholly-owned bank
subsidiaries, each of which is insured by the FDIC: (i) Fulton Bank ("Fulton"),
a Pennsylvania bank and trust company which is not a member of the Federal
Reserve System, (ii) Farmers Trust Bank ("Farmers Trust"), a Pennsylvania bank
and trust company which is a member of the Federal Reserve System, (iii)
Swineford National Bank ("Swineford"), a national banking association which is a
member of the Federal Reserve System, (iv) Lafayette Bank ("Lafayette"), a
Pennsylvania bank and trust company which is not a member of the Federal Reserve
System, (v) FNB Bank, National Association ("FNB"), a national banking
association which is a member of the Federal Reserve System, (vi) Great Valley
Savings Bank ("Great Valley"), a Pennsylvania-chartered savings bank which is
not a member of the Federal Reserve System, (vii) Hagerstown Trust Company
("Hagerstown"), a Maryland trust company which is not a member of the Federal
Reserve System, (viii) Delaware National Bank ("Delaware National"), a national
banking association which is a member of the Federal Reserve System, (ix) The
Bank of Gloucester County ("Gloucester"), a New Jersey bank which is not a
member of the Federal Reserve System, and (x) The Woodstown National Bank &
Trust Company ("Woodstown"), a national banking association which is a member of
the Federal Reserve System.
In addition, FFC has the following wholly-owned direct nonbank
subsidiaries: (i) Fulton Financial Realty Company, which holds title to or
leases certain properties on which Fulton and Farmers Trust maintain branch
offices or other facilities; (ii) Fulton Life Insurance Company, which engages
in the business of reinsuring credit life, accident and health insurance that is
directly related to extensions of credit by certain of FFC's bank subsidiaries;
and (iii) Central Pennsylvania Financial Corp., which owns certain non-banking
subsidiaries holding interests in real estate and (iv) FFC Management, Inc.,
which owns certain securities.
As a registered bank holding company, FFC is subject to regulation
under the federal Bank Holding Company Act of 1956, as amended, and the rules
adopted by the Board of Governors of the Federal Reserve System ("Federal
Reserve Board") thereunder. Under applicable Federal Reserve Board policies, a
bank holding company such as FFC is expected to act as a source of financial
strength for each of its subsidiary banks and to commit resources to support
each subsidiary bank in circumstances when it might not do so absent such a
policy. Any capital loans made by a bank holding company to any of its
subsidiary banks would be subordinate in right of payment to the claims of
depositors and certain other creditors of such subsidiary banks.
<PAGE>
The principal executive offices of FFC are located at One Penn Square,
P.0. Box 4887, Lancaster, Pennsylvania 17604, and its telephone number is (717)
291-2411.
General Description of FFC Common Stock
- ---------------------------------------
The authorized capital of FFC consists exclusively of 200 million
shares of Common Stock, par value $2.50 per share, and 10 million shares of
preferred stock without par value. As of March 13, 1997, there were issued and
outstanding 35,973,617 shares of FFC Common Stock, which shares were held by
11,703 owners of record, and there were 2,426,906 shares issuable upon the
exercise of options. No shares of preferred stock have been issued by FFC. FFC
Common Stock is listed for quotation on the over-the-counter NASDAQ National
Market under the symbol "FULT."
The holders of FFC Common Stock are entitled to one vote per share on
all matters submitted to a vote of the shareholders and may not cumulate their
votes for the election of directors. Each share of FFC Common Stock is entitled
to participate on an equal pro rata basis in dividends and other distributions.
The holders of FFC Common Stock do not have preemptive rights to subscribe for
additional shares that may be issued by FFC, and no share is entitled in any
manner to any preference over any other share. The shares of FFC Common Stock to
be issued to the shareholders of PBE pursuant to the Merger will be fully paid
and non-assessable and the holders thereof will not be subject to call or
assessment under Pennsylvania law. Fulton Bank serves as the transfer agent for
FFC.
Dividends
- ---------
The holders of FFC Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors out of funds legally available
therefor. FFC has in the past paid quarterly cash dividends to its shareholders
on or about the 15th day of January, April, July and October of each year.
The ability of FFC to pay dividends to its shareholders is dependent
primarily upon the earnings and financial condition of Fulton, Farmers Trust,
Swineford, Lafayette, FNB, Great Valley, Hagerstown, Delaware National,
Gloucester, and Woodstown. Funds for the payment of dividends on FFC Common
Stock are expected for the foreseeable future to be obtained primarily from
dividends paid to FFC by these ten bank subsidiaries, which dividends are
subject to certain statutory limitations.
Under applicable state and federal laws, the dividends that may be paid
by the bank subsidiaries of FFC without prior regulatory approval are subject to
certain prescribed limitations. As state banks chartered under the Pennsylvania
Banking Code of 1965, as amended, Fulton, Farmers Trust, Lafayette and Great
Valley may pay dividends only out of accumulated net earnings and may not
declare or pay any dividend requiring a reduction of the statutorily required
surplus of the institution. In the case of national banks such as Swineford,
FNB, Delaware National and Woodstown, the approval of the Office of the
Comptroller of the Currency ("OCC") is required under federal law if the total
of all dividends declared during any calendar year would exceed the net profits
(as defined) of the bank for the year, combined with its retained net profits
(as defined) for the two preceding calendar years. As a commercial bank
organized under the laws of the state of Maryland, Hagerstown may only declare a
cash dividend from its undivided profits or (with the prior approval of the
Maryland Bank Commissioner) from its surplus in excess of 100% of its required
capital stock, in each case after providing for due or accrued expenses, losses,
interest and taxes. In addition, if Hagerstown's surplus becomes less than 100%
of its required
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<PAGE>
capital stock, Hagerstown may not declare or pay any cash dividends that exceed
90% of its net earnings until its surplus becomes 100% of its required capital
stock. As a New Jersey bank, Gloucester may not declare or pay any dividend
which would impair its capital stock or reduce its surplus to a level of less
than 50% of its capital stock or if the surplus is currently less than 50% of
the capital stock, the payment of such dividends would not reduce the surplus of
the bank. In addition to the foregoing statutory restrictions on dividends, the
Pennsylvania Department of Banking (with respect to all Pennsylvania state-
chartered banks), the FDIC (with respect to Pennsylvania state-chartered banks
that are not members of the Federal Reserve System, such as Fulton, Lafayette
and Great Valley), the FRB (with respect to Pennsylvania state-chartered banks
that are members of the Federal Reserve System, such as Farmers Trust), and the
OCC (with respect to national banks such as Swineford, FNB and Delaware
National), also have adopted minimum capital standards and have broad authority
to prohibit a bank from engaging in unsafe or unsound banking practices. The
payment of a dividend by a bank could, depending upon the financial condition of
the bank involved and other factors, be deemed to impair its capital or to be
such an unsafe or unsound practice.
Securities Laws
- ---------------
FFC, as a business corporation, is subject to the registration and
prospectus delivery requirements of the 1933 Act and is also subject to similar
requirements under state securities laws. FFC Common Stock is registered with
the SEC under Section 12(g) of the 1934 Act, and FFC is subject to the periodic
reporting, proxy solicitation and insider trading requirements of the 1934 Act.
The executive officers, directors and ten percent shareholders of FFC are
subject to certain restrictions affecting their right to sell shares of FFC
Common Stock owned beneficially by them. Specifically, each such person is
subject to the beneficial ownership reporting requirements and to the
short-swing profit recapture provisions of Section 16 of the 1934 Act and may
sell shares of FFC Common Stock only: (i) in compliance with the provisions of
SEC Rule 144, (ii) in compliance with the provisions of another applicable
exemption from the registration requirements of the 1933 Act, or (iii) pursuant
to an effective registration statement filed with the SEC under the 1933 Act.
Antitakeover Provisions
- -----------------------
The Articles of Incorporation and Bylaws of FFC include certain
provisions which may be considered to be "antitakeover" in nature, because they
may have the effect of discouraging or making more difficult the acquisition of
control over FFC by means of a hostile tender offer, exchange offer, proxy
contest or similar transaction. These provisions are intended to protect the
shareholders of FFC by providing a measure of assurance that FFC's shareholders
will be treated fairly in the event of an unsolicited takeover bid and by
preventing a successful takeover bidder from exercising its voting control to
the detriment of the other shareholders. However, the antitakeover provisions
set forth in the Articles of Incorporation and Bylaws of FFC, taken as a whole,
may discourage a hostile tender offer, exchange offer, proxy solicitation or
similar transaction relating to FFC Common Stock. To the extent that these
provisions actually discourage such a transaction, holders of FFC Common Stock
may not have an opportunity to dispose of part or all of their stock at a higher
price than that prevailing in the market. In addition, these provisions make it
more difficult to remove, and thereby may serve to entrench, incumbent directors
and officers of FFC, even if their removal would be regarded by some
shareholders as desirable.
The provisions in the Articles of Incorporation of FFC which may be
considered to be "antitakeover" in nature include the following: (i) a provision
that provides for substantial amounts of authorized but unissued
-3-
<PAGE>
capital stock, including a class of preferred stock whose rights and privileges
may be determined prior to issuance by FFC's Board of Directors, (ii) a
provision that does not permit shareholders to cumulate their votes for the
election of directors, (iii) a provision that requires a greater than majority
shareholder vote in order to approve certain business combinations and other
extraordinary corporate transactions, (iv) a provision that establishes criteria
to be applied by the Board of Directors in evaluating an acquisition proposal,
(v) a provision that requires a greater than majority shareholder vote in order
for the shareholders to remove a director from office without cause, (vi) a
provision that prohibits the taking of any action by the shareholders without a
meeting and eliminates the right of shareholders to call a annual meeting, (vii)
a provision that limits the right of the shareholders to amend the Bylaws, and
(viii) a provision that requires, under certain circumstances, a greater than
majority shareholder vote in order to amend the Articles of Incorporation.
The provisions of the Bylaws of FFC which may be considered to be
"antitakeover" in nature include the following: (i) a provision that limits the
permissible number of directors, (ii) a provision that establishes a Board of
Directors divided into three classes, with members of each class elected for a
three-year term that is staggered with the terms of the members of the other two
classes, and (iii) a provision that requires advance written notice as a
precondition to the nomination of any person for election to the Board of
Directors, other than in the case of nominations made by existing management.
As a Pennsylvania business corporation and a corporation registered
under the Securities Exchange Act of 1934, FFC is subject to, and may take
advantage of the protections of, the antitakeover provisions of the Pennsylvania
Business Corporation Law of 1988, as amended ("BCL"). These antitakeover
provisions, which are designed to discourage the acquisition of control over a
targeted Pennsylvania business corporation, include: (i) a provision whereby the
directors of the corporation, in determining what is in the best interests of
the corporation, may consider factors other than the economic interests of the
shareholders, such as the effect of any action upon other constituencies,
including employees, suppliers, customers, creditors and the community in which
the corporation is located; (ii) a provision that permits shareholders to demand
that a controlling person pay to them the fair value of their shares in cash
upon a change in control; (iii) a provision that restricts certain business
combinations unless there is prior approval by the directors or a supermajority
of the shareholders; (iv) a provision permitting a corporation to adopt a
shareholders rights plan; (v) a provision denying the right to vote to a person
who acquires a specified percentage of stock ownership ("control shares") unless
those voting rights are restored by a vote of disinterested shareholders; and
(vi) a provision requiring a person who acquires control shares to disgorge to
the corporation all profits from the sale of equity securities within eighteen
months thereafter. Corporations may elect to "opt out" of any or all of these
antitakeover provisions of the BCL. FFC has not elected to opt out of any of the
protections provided by the antitakeover statutes.
On June 20, 1989, FFC adopted a Shareholder Rights Plan (the "Rights
Plan"). The Rights Plan is intended to discourage unfair or financially
inadequate takeover proposals and abusive takeover practices and to encourage
third parties who may in the future be interested in acquiring FFC to negotiate
with FFC's Board of Directors. The Rights Plan may have the effect of
discouraging or making more difficult the acquisition of FFC by means of a
hostile tender offer, exchange offer or similar transaction. The Rights Plan is
similar to shareholder rights plans which have been adopted by many other bank
holding companies and business corporations and contains "flip-in" and
"flip-over" provisions which are typically included in plans of this kind. Each
share of FFC Common Stock to be issued in connection with the Merger will
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<PAGE>
be accompanied by one right issued pursuant to the terms of the Rights Plan,
which right will initially, and until it becomes exercisable, trade with and be
represented by the FFC Common Stock certificates to be received by the
shareholders of PBE.
The management of FFC does not presently contemplate recommending to
the shareholders the adoption of any additional antitakeover provisions.
Indemnification
- ---------------
The Bylaws of FFC provide for indemnification of its directors,
officers, employees and agents to the fullest extent permitted under the laws of
the Commonwealth of Pennsylvania, provided that the person seeking
indemnification acted in good faith, in a manner he or she reasonably believed
to be in the best interests of FFC, and without willful misconduct or
recklessness. FFC has purchased insurance to indemnify its directors, officers,
employees and agents under certain circumstances.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling FFC pursuant to
the foregoing provisions of FFC's Bylaws, FFC has been informed that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the 1933 Act and is therefore unenforceable.
-5-
<PAGE>
FULTON FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the provisions of
the Fulton Financial Corporation Dividend Reinvestment and Stock Purchase Plan
(the Plan).
Purpose
- -------
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of the $2.50 par
value common stock of Fulton Financial Corporation with a convenient and
economical method of investing cash dividends and optional cash payments in
additional shares of Fulton Financial Corporation common stock. To the extent
that the shares are purchased directly from Fulton Financial Corporation under
the Plan, Fulton Financial Corporation will receive additional funds for its
general corporate purposes.
Advantages
- ----------
2. What are the advantages of the Plan?
Participation in the Plan offers a number of advantages:
a. The Plan provides shareholders of Fulton Financial Corporation with
the opportunity to reinvest their dividends automatically in additional shares
of common stock.
b. Participants' funds will be fully utilized through the
crediting of fractional shares to their accounts under the Plan.
c. Participants may acquire additional shares of Fulton Financial
Corporation common stock by making optional cash payments.
d. Participants will receive periodic statements of all
transactions for their accounts under the Plan.
Administration
- --------------
3. Who administers the Plan for participants?
Fulton Bank, a wholly owned subsidiary of Fulton Financial Corporation,
will administer the Plan as agent for the participants, and in such capacity
will send periodic statements of account to participants and perform other
administrative duties relating to the Plan. Shares purchased for a participant
under the Plan will be held by Fulton Bank and registered in the name of Fulton
Bank or its nominee.
Any notices, questions or other communications relating to the Plan
should include the participant's account number and should be addressed to:
Fulton Bank
Attention: Dividend Reinvestment Department
P.O. Box 3215
Lancaster, PA 17604
Participants who have questions regarding the Plan may also contact Fulton Bank
by telephoning (717) 291-2546.
-6-
<PAGE>
Participation
- -------------
4. Who is eligible to participate in the Plan?
All record holders of common stock of Fulton Financial Corporation are
eligible to participate in the Plan; however, Fulton Financial Corporation
reserves the right to deny participation to a shareholder who resides in a state
which requires registration, qualification or exemption of the common stock to
be issued under the Plan or registration or qualification of Fulton Financial
Corporation or any of its officers or employees as a broker, dealer, salesman or
agent, if such registration, qualification or exemption would be unduly
burdensome or expensive for Fulton Financial Corporation. 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, unless such shares
are transferred into the name of the beneficial owner.
5. How does an eligible shareholder become a participant in the Plan?
Any eligible shareholder may join the Plan at any time by completing
and signing the authorization form included with this Prospectus and returning
it to Fulton Financial Corporation. Additional authorization forms may be
obtained at any time from Fulton Financial Corporation. An authorization form
must be received at least two (2) business days before a dividend record date
for dividends to begin to be reinvested upon payment of that dividend.
6. Must a shareholder authorize dividend reinvestment on a minimum number
of shares?
No, there is no minimum number of shares required for participation in
the Plan.
7. May a shareholder participate in the Plan with less than all of his or
her shares?
Yes, a shareholder may participate in the Plan with respect to all or
any portion of his or her shares. A shareholder who wishes to participate with a
portion of his or her shares may elect to: (i) have the dividends reinvested on
a fixed percentage of shares, (ii) have the dividends reinvested on a fixed
number of shares, or (iii) have a fixed dollar amount of cash dividends
reinvested.
8. May a shareholder deposit shares registered in his or her name with the
Plan?
There is no requirement that participants deposit the shares registered
in their names in the Plan; however, participants may deposit currently held
certificates for shares of Fulton Financial Corporation common stock with Fulton
Bank for safekeeping. To do so, a participant should send the stock
certificates, properly endorsed on the reverse side, to Fulton Bank with an
authorization form requesting that the shares be added to the participant's
dividend reinvestment account and the dividends thereon be reinvested in
accordance with the Plan.
Optional Cash Payments
- ----------------------
9. Who is eligible to make optional cash payments?
Only participants who have elected to have dividends reinvested under
the Plan may make optional cash payments, which will be used for the purchase of
additional shares of common stock in accordance with the Plan.
-7-
<PAGE>
10. What are the limits on optional cash payments?
Participants may make optional cash payments as often as once a month.
The minimum optional cash payment is $25.00 per month, and the maximum optional
cash payment is $5,000.00 per month. The same amount of optional cash payments
need not be made each month, and there is no obligation to make optional cash
payments after a participant is enrolled in the Plan.
11. How are optional cash payments made?
Participants who wish to make an optional cash payment should forward a
check or money order payable to Fulton Bank for the amount of the optional cash
payment, with an authorization form when enrolling, or thereafter, with the
payment form attached to each statement of account. Optional cash payments must
be received by Fulton Bank at least five (5) business days before the applicable
investment date to be invested for that month. No interest will be paid on
optional cash payments held by Fulton Bank. Participants may request that
optional cash payments be returned to them prior to investment, provided that
the request is received by Fulton Bank at least five (5) business days before
the next applicable investment date.
Purchases
- ---------
12. How are shares of common stock acquired under the Plan?
Fulton Bank, as the Plan agent, will pool all of the reinvested
dividends and optional cash payments to purchase shares of Fulton Financial
Corporation common stock for the accounts of the Plan's participants. Each
participant's account will be credited with a pro rata share (computed to four
decimal places) of such purchased shares. Fulton Bank will purchase shares
either directly from Fulton Financial Corporation or on the open market, or by a
combination of the foregoing, at the direction of Fulton Financial Corporation.
Shares purchased from Fulton Financial Corporation may be authorized but
unissued shares or treasury shares.
13. When will shares of common stock be purchased under the Plan?
Purchases of shares of common stock from Fulton Financial Corporation
will be made as of the investment date, which will be the dividend payment date
during a month in which a dividend is paid, and in any other month will be the
fifteenth day of such month. If, however, the investment date falls on a date
which is not a trading day, the next trading day will be the investment date.
Purchases of shares of common stock on the open market will be made as soon as
reasonably possible after the applicable investment date, but not more than
thirty (30) days after such date.
14. What will be the price of stock purchased under the Plan?
For shares of common stock purchased directly from Fulton Financial
Corporation by Fulton Bank, the purchase price will be the fair market value of
the stock as of the applicable investment date. During the time that Fulton
Financial Corporation common stock is listed on the NASDAQ National Market
System, the fair market value will be the average of the highest and lowest
trading price for the stock on the applicable investment date. For purchases of
shares of common stock on the open market, the purchase price will be the
average of the prices actually paid for the shares (including brokerage
commissions, if any) at the time such purchases are made.
15. How many shares will be purchased for participants?
-8-
<PAGE>
The number of shares that will be purchased for each participant will
depend on the amount of dividends to be reinvested for the participant and the
optional cash payments, if any, received from the participant.
16. Will dividends on shares in participants' accounts be used to purchase
shares?
Yes, dividends subsequently paid on shares which have been purchased
under the Plan will also be used to purchase Fulton Financial Corporation common
stock, thereby compounding each participant's investment. Fractional shares held
under the Plan for a participant's account will receive dividends in the same
way as a whole share, but in proportion to the size of the fractional share.
17. Are there any expenses to participants in connection with purchases
under the Plan?
Fulton Financial Corporation will pay all costs of administration of
the Plan. No brokerage fees will be charged to participants in connection with
the purchase of stock from Fulton Financial Corporation, but participants will
be charged the actual cost (including any brokerage commissions, if any) of all
shares purchased on the open market.
Reports to Participants
- -----------------------
18. What reports will be sent to participants in the Plan?
Each participant will receive periodic statements of account showing
the amount of dividends and optional cash payments, if any, invested; the taxes
withheld, if any; the net amount invested; the number of shares purchased; the
price per share; and the total number of shares accumulated under the Plan.
These statements are records of the participant's transactions under the Plan
and should be retained for income tax purposes. In addition, each participant
will continue to receive copies of the same communications sent to all other
holders of Fulton Financial Corporation common stock, including quarterly
reports and annual reports to shareholders, a notice of the annual meeting and
proxy statement, and Internal Revenue Service information for reporting dividend
income received.
Voting Rights
- -------------
19. How will a participant's shares be voted at meetings of shareholders?
For each meeting of shareholders of Fulton Financial Corporation, each
participant in the Plan will receive a proxy which will enable him or her to
vote shares registered in his or her name as well as whole shares credited to
his or her Plan account. The shares held by the Plan for the account of a
participant who does not return a proxy will not be voted.
Federal Income Tax Information
- ------------------------------
20. What are the federal income tax consequences of participating in the
Plan?
For federal income tax purposes, a participant in the Plan will be
treated as having received, on the dividend payment date, in addition to any tax
withheld by Fulton Financial Corporation in connection with the dividend
payment, a dividend in an amount equal to the number of shares of common stock
of Fulton Financial Corporation acquired for the participant's account with
reinvested dividends, multiplied by the price per share at which such shares
were acquired, as reported on the periodic statement of account delivered to
-9-
<PAGE>
each participant. The per share tax basis of shares acquired by a participant
under the Plan, whether pursuant to reinvested dividends or optional cash
payments, will be the price per share as reported on the periodic statement of
account delivered to each participant after each applicable investment date.
The holding period for shares acquired pursuant to the Plan will begin
on the day after the date the shares are acquired for a participant's account.
In the case of any participant as to whom federal income tax withholding on
dividends is required, and in the case of a foreign participant whose taxable
income under the Plan is subject to federal income tax withholding, dividends
will be reinvested net of the amount of tax withheld under applicable law.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either upon
the participant's withdrawal of those shares from the Plan or upon termination
of participation in the Plan. A participant who sells or exchanges shares
previously received from the Plan, or who directs Fulton Bank to sell his or her
Plan shares, may, however, recognize gain or loss. A participant will recognize
gain or loss upon the receipt of a cash payment for a fractional share credited
to the participant's account upon termination of participation in the Plan. The
amount of gain or loss in either case will be the difference between the amount
the participant receives for the shares or fractional share and the
participant's tax basis in such shares or fractional share.
The foregoing summary is based upon an interpretation of current
federal income tax law; however, participants should consult their own tax
advisors to determine particular tax consequences, including state tax
consequences, which may result from participation in the Plan, and any
subsequent disposal of shares acquired pursuant to the Plan.
Withdrawal of Shares from Plan Accounts
- ---------------------------------------
21. How may a participant withdraw shares purchased under the Plan?
A participant may withdraw all or a portion of the whole shares of
common stock credited to his or her account by notifying Fulton Bank in writing
to that effect and specifying in the notice the number of shares to be
withdrawn. Certificates for whole shares of common stock so withdrawn will be
registered in the name of the participant and issued to the participant.
Certificates for fractional shares will not be issued under any circumstances.
Any notice of withdrawal received less than five (5) business days prior to a
dividend record date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the participant's account.
Dividends on shares withdrawn from a participant's account will
continue to be reinvested unless the participant otherwise notifies Fulton Bank
in writing. A participant who withdraws all of the whole and fractional shares
from his or her account will be deemed to have terminated participation in the
Plan.
22. May a participant elect to have the withdrawn shares sold?
Yes, a participant may request Fulton Bank to sell the shares being
withdrawn from his or her account under the Plan. Participants should specify in
their notice of withdrawal the number of shares to be sold. Fulton Bank will
execute a sale order for such shares within fifteen (15) days of receipt of the
notice, and will deliver to the participant a check for the proceeds of the
sale, less any brokerage commissions, applicable withholding taxes and transfer
taxes incurred in connection with the sale. Fulton Bank has the
-10-
<PAGE>
right to charge a service fee, which is currently set at $35.00, for selling
shares on behalf of a participant. The service fee will also be deducted from
the sale proceeds payable to the participant. A request for shares to be sold
must be signed by all persons in whose name the account appears, with signatures
guaranteed.
Termination of Participation
- ----------------------------
23. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan at any
time by sending written notice to Fulton Bank. When a participant terminates his
or her participation in the Plan, Fulton Bank will deliver to the participant
certificates for whole shares credited to the participant's account under the
Plan, a check representing any uninvested dividends and optional cash payments,
and a check in lieu of the issuance of a fractional share, based on the then
current market price for Fulton Financial Corporation common stock.
24. May a participant request shares to be sold?
Yes, a participant who is terminating participation in the Plan may
request in writing that all of the shares in his or her account, both whole and
fractional, be sold. Such a request must be signed by each person in whose name
the Plan account appears, with signatures guaranteed. If such a sale is
requested, Fulton Bank will execute a sale order through a broker within fifteen
(15) days after receiving the request. Fulton Bank will forward to the
participant a check for the proceeds of the sale, less any brokerage
commissions, applicable withholding taxes and transfer taxes incurred. Fulton
Bank has the right to charge a service fee for selling shares on behalf of a
participant. The service fee currently charged by Fulton Bank for selling shares
on behalf of a participant is $35.00, which will also be deducted from the sale
proceeds payable to the participant.
Certificates for Shares
- -----------------------
25. Will certificates automatically be issued for shares purchased under
the Plan?
No, certificates for shares purchased for a participant's account under
the Plan will not automatically be issued. However, a certificate will be issued
if a participant withdraws shares from his or her account under the Plan or
terminates his or her participation in the Plan, unless the participant requests
such shares to be sold on his or her behalf by Fulton Bank.
26. In whose name will shares be registered when certificates are issued to
participants?
Certificates will be issued in the name or names that appear on the
participant's account under the Plan. If a participant requests a certificate to
be registered in a name other than that shown on the account, the request must
be signed by all persons in whose names the account appears.
Other Information
- -----------------
27. May a participant pledge shares held under the Plan or transfer rights
under the Plan?
No, shares credited to a participant's account under the Plan may not
be pledged or assigned, nor may any rights under the Plan be transferred,
pledged
-11-
<PAGE>
or assigned, and any such purported pledge, assignment or transfer shall be
void. A participant who wishes to pledge or assign his or her shares must
withdraw such shares from the Plan.
28. What happens if a participant sells or transfers all of the shares of
common stock registered in his or her name?
A participant who no longer has shares of Fulton Financial Corporation
common stock registered in his or her name may continue to participate in the
Plan as long as Fulton Bank holds shares for the participant's account under the
Plan.
29. What happens if Fulton Financial Corporation declares a stock dividend
or a stock split?
If Fulton Financial Corporation declares a stock dividend or effects a
stock split, any shares resulting from such stock dividend or stock split with
respect to common stock in a participant's account will be credited to such
account. In the event of any change in the common stock of Fulton Financial
Corporation subject to the Plan as a result of a stock split, reverse stock
split, stock dividend or other similar transaction, the number of shares subject
to the Plan shall be appropriately adjusted.
30. May the Plan be modified or terminated?
Fulton Financial Corporation reserves the right to suspend or terminate
the Plan at any time, or to make modifications to the Plan. Participants will
receive prior notice of any suspension, termination or material modification of
the Plan. Fulton Financial Corporation also reserves the right to terminate any
shareholder's participation in the Plan at any time. Fulton Financial
Corporation may adopt rules and regulations at any time to facilitate the
administration of the Plan.
31. What are the responsibilities of Fulton Financial Corporation and
Fulton Bank under the Plan?
Fulton Financial Corporation and Fulton Bank, in administering the
Plan, shall not be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claims of liability (i)
arising out of failure to terminate a participant's account upon such
participant's death, and (ii) with respect to the prices at which shares are
purchased or sold, the times when purchases or sales are made, the manner in
which purchases or sales are made, the decision whether to purchase shares on
the open market or from Fulton Financial Corporation, and fluctuations in the
fair market value of the common stock.
USE OF PROCEEDS
Fulton Financial Corporation is unable to predict the number of shares
of common stock that will be purchased from it under the Plan or the prices at
which such shares will be purchased. The net proceeds to Fulton Financial
Corporation from the sale of stock offered hereby will provide additional equity
capital to Fulton Financial Corporation to support its growth and the growth of
its subsidiaries.
-12-
<PAGE>
EXPERTS
The consolidated financial statements of Fulton Financial Corporation
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
LEGAL OPINIONS
Barley, Snyder, Senft & Cohen, LLP, 126 East King Street, Lancaster,
Pennsylvania 17602, general counsel to Fulton Financial Corporation, will pass
upon the validity of the common stock offered pursuant to the Plan, certain tax
matters in connection with the Plan, and certain other legal matters. John O.
Shirk, a director of Fulton Financial Corporation, is a partner in such firm. As
of November 15, 1996, the partners, counsel and associates of Barley, Snyder,
Senft & Cohen, LLP, owned beneficially in the aggregate 24,721 shares of Fulton
Financial Corporation common stock.
-13-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the estimated expenses to be incurred by
Fulton Financial Corporation in connection with the issuance and distribution of
the shares being registered:
<TABLE>
<S> <C>
Registration Fee $ 7,727
Printing Expenses 10,000
Miscellaneous Expenses 200
--------
TOTAL $ 17,927
--------
</TABLE>
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (BCL), 15 Pa. C.S. ss.ss. 1741-50, provides that a business
corporation shall have the power under certain circumstances to indemnify its
directors, officers, employees and agents against certain expenses incurred by
them in connection with any threatened, pending or completed action, suit or
proceeding. A copy of Subchapter D of Chapter 17 of the BCL is attached as
Exhibit 99(d) to this Registration Statement.
Article V of the Bylaws of Fulton Financial Corporation provides for the
indemnification of its directors, officers, employees and agents in accordance
with, and to the maximum extent permitted by, the provisions of Subchapter D of
Chapter 17 of the BCL. Article V of the Bylaws of Fulton Financial Corporation,
as set forth in Exhibit 3(b) to this Registration Statement, is hereby
incorporated by reference in response to this Item 15.
Fulton Financial Corporation has purchased insurance to indemnify its
directors, officers, employees and agents under certain circumstances.
For disclosure concerning the position of the Securities and Exchange
Commission on indemnification for liabilities arising under the Securities Act
of 1933, see the Section in the Prospectus (which is included in Part I of this
Registration Statement) entitled INFORMATION CONCERNING FULTON FINANCIAL
CORPORATION AND DESCRIPTION OF FFC COMMON STOCK -- Indemnification.
-14-
<PAGE>
Item 16. Exhibits.
--------
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4(a) Articles of Incorporation of Fulton Financial Corporation
4(b) Bylaws of Fulton Financial Corporation
4(c) Rights Agreement dated June 20, 1989
5 Opinion of Barley, Snyder, Senft & Cohen, LLP,
re: legality
8 Opinion re: tax matters (contained in Exhibit 5)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Barley, Snyder, Senft & Cohen, LLP
</TABLE>
Item 17. Undertakings.
------------
1. The undersigned registrant hereby undertakes as follows:
(A) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii) above do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(B) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(C) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. 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
-15-
<PAGE>
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.
-16-
<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 amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania on
March 18, 1997.
FULTON FINANCIAL CORPORATION
Attest:/s/William R. Colmery By:/s/Rufus A. Fulton, Jr.
------------------------- ----------------------------------
William R. Colmery, Rufus A. Fulton, Jr., President
Secretary and Chief Executive Officer
(Corporate Seal)
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/Jeffrey G. Albertson Director March 18, 1997
- -------------------------------------
(Jeffrey G. Albertson)
/s/James R. Argires Director March 18, 1997
- -------------------------------------
(James R. Argires)
Director March 18, 1997
- -------------------------------------
(Donald M. Bowman, Jr.)
Director March 18, 1997
- -------------------------------------
(Thomas D. Caldwell, Jr.)
March 18, 1997
/s/Beth Ann L. Chivinski Vice President
- ------------------------------------- and Controller
(Beth Ann L. Chivinski) (Principal Accounting
Officer)
/s/Harold D, Chubb Director March 18, 1997
- --------------------------------------
(Harold D. Chubb)
Director March 18, 1997
- --------------------------------------
(William H. Clark, Jr.)
/s/Frederick B. Fichthorn Director March 18, 1997
- --------------------------------------
(Frederick B. Fichthorn)
/s/Patrick J. Freer Director March 18, 1997
- --------------------------------------
(Patrick J. Freer)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/Rufus A. Fulton, Jr. President, Chief March 18, 1997
- -------------------------------------- Executive Officer and
(Rufus A. Fulton, Jr.) Director
(Principal Executive
Officer)
/s/Eugene H. Gardner Director March 18, 1997
- ---------------------------------------
(Eugene H. Gardner)
/s/Robert D. Garner Chairman of the Board March 18, 1997
- --------------------------------------- and Director
(Robert D. Garner)
/s/Daniel M. Heisey Director March 18, 1997
- ---------------------------------------
(Daniel M. Heisey)
/s/J. Robert Hess Director March 18, 1997
- ---------------------------------------
(J. Robert Hess)
/s/Carolyn R. Holleran Director March 18, 1997
- ---------------------------------------
(Carolyn R. Holleran)
/s/Clyde W. Horst Director March 18, 1997
- ---------------------------------------
(Clyde W. Horst)
/s/Samuel H. Jones, Jr. Director March 18, 1997
- ---------------------------------------
(Samuel H. Jones, Jr.)
/s/Bernard J. Metz, Sr. Director March 18, 1997
- ---------------------------------------
(Bernard J. Metz, Sr.)
/s/Charles J. Nugent Executive Vice March 18, 1997
- --------------------------------------- President and Chief
(Charles J. Nugent) Financial Officer
(Principal Financial
Officer)
/s/Arthur M. Peters, Jr. Director March 18, 1997
- ---------------------------------------
(Arthur M. Peters, Jr.)
/s/Stuart H. Raub, Jr. Director March 18, 1997
- ---------------------------------------
(Stuart H. Raub, Jr.)
/s/Donald E. Ruhl Director March 18, 1997
- ---------------------------------------
(Donald E. Ruhl)
/s/William E. Rusling Director March 18, 1997
- ---------------------------------------
(William E. Rusling)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/Mary Ann Russell Director March 18, 1997
- ---------------------------------------
(Mary Ann Russell)
/s/John O. Shirk Director March 18, 1997
- ---------------------------------------
(John O. Shirk)
Executive Vice March 18, 1997
- --------------------------------------- President
(R. Scott Smith)
/s/James K. Sperry Executive Vice March 18, 1997
- --------------------------------------- President and
(James K. Sperry) Director
Director March 18, 1997
- ---------------------------------------
(Kenneth G. Stoudt)
</TABLE>
<PAGE>
EXHIBIT INDEX
Required Exhibits
-----------------
<TABLE>
<CAPTION>
Number Title
- ------ -----
<S> <C>
4(a) Articles of Incorporation of Fulton Financial Corporation --
Incorporated by reference to Exhibit 19(a) of the Fulton Financial
Corporation Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990
4(b) Bylaws of Fulton Financial Corporation -- Incorporated by reference to
Exhibit 19(a) of the Fulton Financial Corporation Quarterly Report on
Form 10-Q for the quarter ended March 31, 1990
4(c) Rights Agreement dated June 20, 1989 between Fulton Financial
Corporation and Fulton Bank -- Incorporated by reference to Exhibit 1
of Fulton Financial Corporation Current Report on Form 8-K dated
June 21, 1989
5 Opinion of Barley, Snyder, Senft & Cohen, LLP
re: legality
8 Opinion re: tax matters (contained in Exhibit 5)
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Barley, Snyder, Senft & Cohen, LLP
</TABLE>
<PAGE>
EXHIBIT 5 and EXHIBIT 8
OPINION OF BARLEY, SNYDER, SENFT & COHEN, LLP RE: LEGALITY
----------------------------------------------------------
NANCY MAYER HUGHES
DIRECT DIAL NUMBER (717) 399-3518
April 28, 1997
Fulton Financial Corporation
One Penn Square
P. O. Box 4887
Lancaster, PA 17604
Re: Dividend Reinvestment and
Stock Purchase Plan
-------------------------
Dear Ladies and Gentlemen:
We have acted as counsel to Fulton Financial Corporation ("FFC") in
connection with the registration under the Securities Act of 1933, as
amended, by means of a post-effective amendment to a registration statement
on Form S-3 (the "Registration Statement"), of 1,000,000 shares of the
$2.50 par value common stock of FFC, to be issued pursuant to the Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
This Opinion Letter is provided pursuant to the requirements of Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission
for inclusion as an exhibit to the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the American
Bar Association's Section of Business Law (1991), as supplemented or
modified by the Pennsylvania Third-Party Legal Opinion Supplement (the
"Pennsylvania Supplement") of the Pennsylvania Bar Association's Section of
Corporation, Banking and Business Law (1992). As a consequence, this
Opinion Letter is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord and the Pennsylvania Supplement, and
this Opinion Letter shall be read in conjunction therewith. The Law covered
by the opinions expressed herein is limited to the federal law of the
United States of America and the law of the Commonwealth of Pennsylvania.
Except as otherwise indicated herein, capitalized terms used in this
Opinion Letter are defined and set forth in the Plan, the Accord or the
Pennsylvania Supplement.
Based upon and subject to the foregoing, we are of the opinion that:
1. The shares of FFC Common Stock to be issued in connection with the
Plan have been duly authorized and, when issued, will be legally issued,
fully paid and nonassessable.
2. For federal income tax purposes, a participant in the Plan will be
treated as having received, on the dividend payment date, in addition to
any
<PAGE>
tax withheld by FFC in connection with the dividend payment, a dividend in
an amount equal to the number of shares of common stock of FFC acquired for
the participant's account with reinvested dividends, multiplied by the
price per share at which such shares were acquired, as reported on the
periodic statement of account delivered to each participant.
3. The per share tax basis of shares acquired by a participant under
the Plan, whether pursuant to reinvested dividends or optional cash
payments, will be the price per share as reported on the periodic statement
of account delivered to each participant after each applicable investment
date.
4. The holding period for shares acquired pursuant to the Plan will
begin on the day after the date the shares are acquired for a participant's
account.
5. A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either
upon the participant's withdrawal of those shares from the Plan or upon
termination of participation in the Plan.
6. A participant who sells or exchanges shares previously received
from the Plan, or who directs Fulton Bank to sell his or her Plan shares,
will recognize gain or loss in an amount equal to the difference between
the amount the participant receives for the shares and the participant's
tax basis in such shares.
7. A participant will recognize gain or loss upon the receipt of a
cash payment for a fractional share credited to the participant's account
upon termination of participation in the Plan. The amount of such gain or
loss will be the difference between the amount the participant receives for
the fractional share and the participant's tax basis in such fractional
share.
Very truly yours,
BARLEY, SNYDER, SENFT & COHEN, LLP
/s/Nancy Mayer Hughes
By:
Nancy Mayer Hughes, Esquire
<PAGE>
EXHIBIT 23(a)
CONSENT OF ARTHUR ANDERSEN LLP
------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 24, 1997, included in Fulton Financial Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our firm included in this
registration statement.
Lancaster, Pennsylvania /s/ARTHUR ANDERSEN LLP
May 6, 1997
<PAGE>
EXHIBIT 23(b)
CONSENT OF BARLEY, SNYDER, SENFT & COHEN, LLP
---------------------------------------------
We hereby consent to the use in this registration statement of the opinions
filed as Exhibit 5 and Exhibit 8 hereto and to the references to this firm under
the caption "Legal Matters" in the related prospectus.
Lancaster, Pennsylvania BARLEY, SNYDER, SENFT & COHEN, LLP
April 28, 1997 By: /s/Paul G. Mattaini
- ---------------------- --------------------------------
Paul G. Mattaini
