As filed with the Securities and Exchange Commission on August 14,
1997
Registration No. 33-57790
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HARLEYSVILLE NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 22-2210237
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Harleysville National Corporation Walter E. Daller, Jr.
483 Main Street President and Chief
Post Office Box 195 Executive Officer
Harleysville, Pennsylvania 19483 HARLEYSVILLE NATIONAL
(215) 256-8851 CORPORATION
483 Main Street
Post Office Box 195
Harleysville, Pennsylvania 19483
(215) 256-8851
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(Address, including ZIP Code, (Name, address, including
and telephone number, including ZIP Code, and telephone
area code, of registrant's number, including area code,
principal executive offices) of agent for service)
With a Copy to:
Nicholas Bybel, Jr., Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88, Harrisburg,
Pennsylvania 17108
(717) 763-1121
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after this
Registration Statement becomes effective.
If the only securities being registered on the 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, 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. [ ]
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PROSPECTUS
HARLEYSVILLE NATIONAL CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
______________________
SHARES OF COMMON STOCK
PAR VALUE $1.00
______________________
The Amended and Restated Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of Harleysville National Corporation
(the "Corporation") designates a new Plan Administrator.
The Plan offers the holders of common stock, par value $1.00
per share (the "Common Stock"), of Harleysville National
Corporation (the "Corporation") an opportunity to automatically
reinvest their dividends in shares of Common Stock. This Plan
also provides each shareholder participating in the Plan with a
convenient and economical way to voluntarily purchase additional
shares of Common Stock within the limitations provided in the
Plan.
Under the terms of the Plan, as adopted on December 31,
1992, and as amended on July 10, 1997, the Corporation is
authorized to sell up to 578,813 shares of Common Stock
(originally 250,000 common shares, which shares were subject to
adjustment for stock dividends and stock splits.) Approximately
144,382 shares were purchased prior to July 1, 1997. This
Prospectus relates to the approximately 434,431 shares remaining
and authorized for issuance under the Plan.
Shares acquired for the Plan are purchased in the open
market, in negotiated transactions, or from the Corporation. The
purchase price of shares purchased from the Corporation is 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 is the price paid for the shares,
excluding all fees, brokerage commissions and expenses. All
fractional shares allocated to participants are allocated based
upon the same price paid for whole shares purchased for that
investment period. Shareholders who do not elect to participate
in the Plan receive dividends, as declared and paid, by check or
advice of credit to their account.
Dividends, if and when declared, are reinvested, and
shareholders may participate with respect to all or any portion
of their Common Stock. Voluntary cash payments may not be less
than $100 per payment or total more than $5,000 per quarter. To
purchase shares, voluntary cash payments must be received no
earlier than 30 days or less than two business days prior to
the corresponding dividend payment date.
Complete details of the Plan are provided in this Prospectus
in an easy to understand question and answer format. You are
encouraged to read it carefully. If you have any additional
questions, please call the Plan Administrator at 1-800-278-4353.
We recommend that you retain this Prospectus for future
reference.
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An investment in Common Stock held in the Plan account has
the same market risks as an investment in Common Stock held in
certificate form. Participants bear the risk of loss (and
receive benefit of gain) occurring by reason of fluctuations in
the market price of the Common Stock held in the Plan account.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________
The date of this Prospectus is August 14, 1997.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected
and copied at the Public Reference Section of the Commission at
Judicial Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C., as well as the following Regional Offices of the
Commission: Chicago Regional Office, 219 South Dearborn Street,
Chicago, Illinois 60604; and New York Regional Office, 26 Federal
Plaza, New York, New York 10278. Copies of such materials may
also be obtained from the Public Reference Section of the
Commission at its Washington address, by mail at prescribed
rates. In addition, this information may be obtained from the
Internet at the Securities and Exchange Commission's public web
site: http://www.sec.gov.
This Prospectus constitutes a part of a Registration
Statement filed by the Corporation with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to the Common Stock offered hereby. This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further
information with respect to the Corporation and the Common Stock
offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in
each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation should not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
purchase, any of the securities to which this Prospectus relates
in any jurisdiction to or from any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither delivery of this Prospectus nor any sale of securities to
which this
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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
There are hereby incorporated by reference in this
Prospectus the following documents filed by the Corporation with
the Commission (Periodic Report File No. 0-15237):
(a) Annual report on Form 10-K for the year ended December
31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and
(d) The description of the Common Stock that appears at
pages 39-44 of the Prospectus, which forms a part of
the Corporation's Registration Statement No. 33-46788
on
Form S-4, filed with the Commission on April 3, 1992.
All reports filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge a copy of any or
all of the documents mentioned above (other than exhibits to such
documents) to each person receiving this Prospectus who requests
them. Requests for such copies should be addressed to:
Attention: Corporate Secretary
Harleysville National Corporation
483 Main Street
Harleysville, PA 19438
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THE CORPORATION
Harleysville National Corporation, a Pennsylvania business
corporation, is a bank holding company registered with and
supervised by the Board of Governors of the Federal Reserve
System. The Corporation was formed in 1982 to be the holding
company of Harleysville National Bank and Trust Company
("Harleysville National"). Harleysville National now serves
Montgomery, Bucks, Chester, Carbon and Wayne Counties. As used
herein, the "Corporation" refers to Harleysville National
Corporation and its subsidiaries.
On February 13, 1991, the Corporation acquired The Citizens
National Bank of Lansford ("Citizens National"), as its second
banking subsidiary.
On June 1, 1992, the Corporation acquired Summit Hill Trust
Company in Carbon County, and subsequently merged Summit Hill
Trust Company into Citizens National on September 25, 1992. On
July 1, 1994, the Corporation acquired Security National Bank
(Security National) as a third subsidiary, and on March 1, 1996,
it acquired Farmers and Merchants Bank which was subsequently
merged into Citizens National.
Harleysville National and Citizens National are full-service
commercial banks with trust powers. Harleysville National,
Citizens National and Security National Bank provide a wide range
of banking and financial services to individuals and small to
medium-sized businesses.
The principal executive offices of the Corporation are
located at 483 Main Street, Harleysville, Pennsylvania 19438.
The Corporation's Board of Directors amended the Plan on
July 10, 1997, to provide for a new Plan Administrator. The
amendment to the Plan is effective only after the filing of this
Amendment No. 1.
EXPLANATION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in a question and answer format, constitutes
the Harleysville National Corporation Amended and Restated
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Those holders of the Corporation's Common Stock who do not
participate in the Plan continue to receive cash dividends by
check or advice of credit to their account, as the case may be,
if and when declared.
1. What is the purpose of the Plan?
The Plan provides participating record holders
("Participants") of the Corporation's Common Stock with an
attractive and convenient method of investing cash dividends and
voluntary cash payments in additional shares of Common Stock. To
the extent that the additional shares are purchased directly from
the Corporation under the Plan, the Corporation receives
additional funds
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for its general corporate purposes. (See "USE OF PROCEEDS".)
Each Participant should recognize that neither the Corporation
nor the Plan Administrator (See No. 3, below) can provide any
assurance that shares purchased under the Plan will, at any
particular time, be worth more or less than their purchase price.
2. What are the advantages of the Plan?
* Participants may have the cash dividends on shares of
Common Stock credited to their Plan Account
automatically reinvested in additional shares of Common
Stock, without payment of any service charges or
brokerage commissions.
* Participants also may invest in additional shares of
Common Stock by making voluntary cash payments, within
specified limits, without payment of any service
charges or brokerage commissions.
* Participants obtain full investment use of funds,
because the Plan provides for fractional shares as well
as whole shares to be credited to Participants'
accounts. Fractional shares earn dividends just like
whole shares when held in the Plan account. (See No.
12, below.)
* Participants may avoid cumbersome safekeeping and
record keeping costs through the free custodial and
reporting services furnished pursuant to the Plan.
Shares are held in "Book Entry" form and regular
statements of account are provided by the Plan
Administrator. (See No. 17, below.)
* Participants benefit because the Corporation pays all
the administrative costs of the Plan. (See No. 13,
below.)
3. Who administers the Plan for Participants?
American Stock Transfer & and Trust Company administers the
Plan (the "Plan Administrator"). The Plan Administrator sends
periodic statements of account to Participants and performs other
administrative duties relating to the Plan. Shares purchased for
a Participant under the Plan are held by the Plan Administrator
and registered in its name. (See No. 26, below.)
Any notices, questions or other communications relating to
the Plan should include the Participant's account number and tax
identification number and should be addressed to:
American Stock Transfer & Trust Company
ATTN: Dividend Reinvestment Department
Harleysville National Corporation, Plan
Administrator
40 Wall Street
New York, NY 10005
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Participants who have questions regarding the Plan also may
contact the Plan Administrator by telephoning 1-800-278-4353.
PARTICIPATION
4. Who is eligible to participate in the Plan?
Generally, record holders of Common Stock of the Corporation
are eligible to participate in the Plan. However, the
Corporation may refuse to offer the Plan to certain shareholders
of the Corporation, including but not limited to: 1) those
shareholders who are residents of a state that may require
registration, qualification or exemption of the Common Stock to
be issued under the Plan, or require registration or
qualification of the Corporation or any of its officers or
employees as a broker-dealer, a salesman or an agent, where the
Plan Administrator determines, in its sole discretion, that the
number of shareholders or the number of shares held does not
justify the expense that the Corporation may incur in the state;
and 2) those shareholders whose shares are registered in the name
of a nominee, such as a brokerage firm or securities depository.
Subject to the limitations in the paragraph immediately
above, and without limiting the generality of this statement,
Participants in the Plan may make voluntary cash payments of not
less than $100 per payment or more than $5,000 per quarter. (See
No. 14 through No. 16, below.)
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 the
Prospectus ("Authorization Form") and returning it to the Plan
Administrator. Additional authorization forms may be obtained at
any time from the Plan Administrator. A properly completed
Authorization Form must be received at least five (5) business
days before a dividend record date in order for the dividends
payable to shareholders of record on that date to be reinvested
in the Corporation's Common Stock under the Plan.
Historically, dividends declared on the Common Stock have
been paid on the last day of the months of March, June, September
and December, and the record date for each such dividend has been
the third Friday of the months of March, June, September and
December. The Corporation's Board of Directors reserves the
right to change dividend record and payment dates, if and when
dividends are declared.
6. Does a shareholder have to authorize dividend reinvestment
on a minimum number of shares?
No. There are no minimum share requirements. Record
holders of Common Stock may arrange to have the dividends on all
or any portion of their shares reinvested under the Plan by
submitting written instructions as to the number of shares that
are subject to the Plan, together with a completed Authorization
Form, to the Plan Administrator. There is no extra charge to the
shareholder for choosing partial participation in the Plan. (See
Nos. 4 and 7.)
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7. May a Participant change the number of shares subject to the
Plan?
Yes. A Participant may change the number of shares subject
to the Plan at any time by submitting a written request to the
Plan Administrator. The change will be effective with respect to
the first dividend payment after the Plan Administrator receives
the notice of change, provided that the notice of change is
received at least five (5) business days before a dividend record
date. A notification received less than five (5) business days
prior to a dividend record date will be effective after dividends
paid for that record date are reinvested and the shares acquired
are credited to the Participant's account.
PURCHASES
8. How are shares of Common Stock acquired under the Plan?
Cash dividends payable on the Corporation's Common Stock
held by Participants are paid to the Plan Administrator. The
dividends paid to the Plan Administrator do not include any
applicable taxes withheld by the Corporation. The Plan
Administrator pools the cash dividends and, with respect to
shares to be purchased in the open market, transfers them to an
independent purchasing agent (the "Plan Purchasing Agent"),
selected by the Plan Administrator. The Plan Purchasing Agent
may be a broker-dealer registered under the Securities Exchange
Act of 1934 or may be a bank as defined under Section 3(a)(6) of
the Securities Exchange Act of 1934, as amended. Except for the
transfer of funds to the Plan Purchasing Agent, the Corporation
and the Plan Administrator do not influence the manner, method,
price or timing of share acquisitions purchased for the Plan.
The Plan Purchasing Agent uses the cash dividends to purchase
shares of the Corporation's Common Stock in the open market for
Participants' accounts. Alternatively, the Plan Administrator,
if so directed by the Corporation, may acquire shares directly
from the Corporation or pursuant to negotiated transactions. A
combination of the foregoing methods may be used. Shares
purchased from the Corporation are authorized but unissued shares
of Common Stock. In any event, each Participant's account is
credited with a pro rata share of the purchased shares.
Voluntary cash payments, received by the Plan Administrator,
are pooled with cash dividends, and shares of Common Stock are
acquired in the manner described in the paragraph immediately
above.
9. When may shares of Common Stock be purchased under the Plan?
Cash dividends and voluntary cash payments are used to
purchase Common Stock as soon as reasonably possible after the
applicable dividend payment date, and in no event more than
thirty (30) days after the applicable dividend date. The date on
which dividends are reinvested and/or voluntary cash payments are
invested is hereinafter referred to as the "Investment Date."
Voluntary cash payments will be invested once each quarter
on the Investment Date. NO INTEREST WILL BE PAID ON VOLUNTARY
CASH PAYMENTS HELD BY THE PLAN ADMINISTRATOR PENDING INVESTMENT.
Accordingly, Participants are strongly
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encouraged to submit voluntary cash payments to the Plan
Administrator as close to, but no later than, two business days
before the dividend payment date.
Purchases of Common Stock in the open market or in
negotiated transactions may occur over one or more trading days.
10. At what price are shares of Common Stock purchased under the
Plan?
The purchase price for shares of Common Stock acquired in
the open market or in negotiated transactions is the pro rata
share of the prices actually paid for the shares (excluding
brokerage commissions, if any). For shares of Common Stock
purchased from the Corporation, the purchase price is the fair
market value of the Common Stock at the applicable Investment
Date.
The fair market value of the Common Stock is the average of
the lowest bid and asked prices per share for the ten (10)
trading days immediately preceding the Investment Date as
reported by one or more brokerage firms, who make a market in the
Corporation's Common Stock and who are selected by the Plan
Administrator.
Fractional shares allocated to Participants are allocated at
the price paid for whole shares purchased for the Investment
Period.
11. How many shares of Common Stock are purchased for
Participants?
The number of shares purchased for each Participant depends
upon the amount of dividends to be reinvested and the amount of
voluntary cash payments, if any, to be credited to the
Participant's account, as well as, the purchase price of the
Common Stock at the Investment Date (See No. 10 above). Each
Participant's account is credited with that number of shares,
including any fractional interest computed to three (3) decimal
places, equal to the total amount invested divided by the
applicable purchase price, as described in No. 10, above.
12. May dividends on shares held in a Participant's account be
used to purchase additional shares under the Plan?
Yes. If and when the Corporation declares dividends, the
Plan Administrator credits each Participant's account with such
dividends and all such dividends are, unless the Participant
directs otherwise (See No. 19, below), automatically reinvested
in additional shares of Common Stock, thereby compounding the
Participant's investment. Fractional shares held under the Plan
for a Participant's account receive dividends in the same manner
as a whole share, but in proportion to the size of the fractional
share.
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COSTS
13. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants are not obligated to pay any brokerage
commissions or other charges with respect to purchases under the
Plan.
Participants who request that the Plan Administrator sell
shares of Common Stock held in the Participant's Plan account
incur a $3.00 service fee in addition to any brokerage fees
incurred in connection with the sale. The Corporation pays all
other costs of Plan administration.
VOLUNTARY CASH PAYMENTS
14. Who is eligible to make voluntary cash payments?
All record holders of Common Stock, who elect to have
dividends reinvested in accordance with the Plan provisions, may
also elect to make voluntary cash payments.
15. What are the limitations on voluntary cash payments?
Voluntary cash payments received by the Plan Administrator
more than 30 days or less than two business days prior to a
dividend payment date will be returned to the Participant.
Third party checks, checks not drawn on a United States bank
or not payable in United States dollars or checks sent without an
Authorization Form, a cash payment form, or other instructions
will also be returned to the Participant.
Voluntary cash payments may not be less than $100 or more
than $5,000 per quarter. The Corporation reserves the right, in
its sole discretion, to determine whether voluntary cash payments
are made on behalf of an eligible Participant.
16. How does the voluntary cash payment option work?
A Participant makes a voluntary cash payment by enclosing a
check or money order with an executed Authorization Form (for
new Participants) or by forwarding a check or money order to the
Plan Administrator with the payment form that accompanies each
statement of account. Checks and money orders should be made
payable to "American Stock Transfer & Trust Company, Plan
Administrator" and should include the Participant's account
number and taxpayer identification number. Additional payment
forms may be obtained from the Plan Administrator.
Voluntary cash payments received by the Plan Administrator
within the prescribed period (See Nos. 9 and 15, above) are
applied to the purchase of shares of Common Stock on the
following Investment Date at a price determined in accordance
with provisions of the Plan (See No. 8 through No. 12, above.)
No interest is paid on voluntary cash payments held by the Plan
Administrator prior to the Investment Date.
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REPORTS TO PARTICIPANTS
17. What type of reports are sent to Plan Participants?
The Plan Administrator maintains a separate account for each
Participant. Each Plan Participant receives a statement of
account subsequent to each dividend payment date, which sets
forth the cash dividends and voluntary cash payments received,
the number of shares purchased, the price per share and the total
shares accumulated under the Plan. These statements provide a
continuing record of the dates and cost of purchases, on a
quarterly basis, and should be retained for income tax purposes.
In addition, each Participant receives the Corporation's annual
and quarterly reports to shareholders, notices of shareholder
meetings, proxy statements, and Internal Revenue Service
information for reporting dividends paid and commission expenses
paid, if any, on their behalf.
CERTIFICATES FOR SHARES
18. Are certificates issued for shares of Common Stock purchased
under the Plan?
Generally not. The custodial, or "Book Entry" method of
holding shares is a safekeeping feature that protects against
loss, theft, or destruction of stock certificates. It is also a
more economical way for the Plan Administrator to administer the
Plan. Certificates for shares purchased for a Participant's
account under the Plan are not issued unless a Participant
withdraws shares from participation in the Plan.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
19. How may a Participant withdraw shares purchased under the
Plan?
A Participant may withdraw from further participation in the
Plan, all or a portion of the whole shares of Common Stock
credited to the Participant's account by completing a "Withdrawal
Notification Form," specifying the number of shares to be
withdrawn and forwarding the form to the Plan Administrator at
the address shown in No. 3, above. A certificate for the whole
shares of Common Stock withdrawn from the Plan is issued in the
name of the Participant. Dividends are no longer reinvested for
withdrawn shares. Notices of withdrawal received from Plan
Participants less than five (5) business days before a dividend
payment date are not effective until the dividends paid on that
payment date have been reinvested and the shares credited to the
Participant's account.
20. May a Participant elect to have withdrawn shares sold?
Yes. A Participant may request that the Plan Administrator
sell shares withdrawn from a Plan account. A sell order
received from a Participant less than five (5) business days
before a dividend record date is not effective until the
Participant's dividends paid on that date are reinvested and the
shares credited to the Participant's account. Participants
should specify in their Withdrawal Notification Form the number
of shares to be sold. (See No. 19, above.)
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The Plan Administrator assists only in the sale of a minimum
of 100 shares or in round lots of 100 shares, unless the
Participant is discontinuing all participation in the Plan. The
Plan Administrator directs the Plan Purchasing Agent: (i) to
execute a sell order providing for the sale of such shares within
thirty (30) days of receipt of the notice, and (ii) to deliver to
the Participant a check for the proceeds of the sale, less any
brokerage commissions, the $3.00 service fee, applicable
withholding taxes, and applicable transfer taxes incurred in
connection with the sale. A sell order must be signed by all
persons in whose names the account appears and each individual's
signature must be guaranteed.
The Plan Administrator liquidates fractional interests
withdrawn at the current market value of the Common Stock and
issues a check for the proceeds. In no event will the Plan
Administrator issue certificates for fractional shares.
The Plan Administrator treats a Participant who withdraws
all of the whole and fractional shares as terminating
participation in the Plan.
DISCONTINUATION OF DIVIDEND REINVESTMENT
21. How does a Participant discontinue participation under the
Plan?
A Participant may terminate participation in the Plan, at
any time, by sending written notice of termination to the Plan
Administrator. When a Participant terminates participation in
the Plan, the Plan Administrator will deliver to the Participant:
(i) a certificate, representing whole shares credited to the
Participant's Plan account, and (ii) a check, representing any
uninvested dividends and the value of any fractional shares
based on the current market value per share of the Corporation's
Common Stock. Notice of termination received less than five (5)
business days prior to a dividend record date is not effective
until dividends paid for that record date are reinvested and the
shares credited to the Participant's account. (See No. 19,
above.) A Participant who elects to discontinue participation
is not eligible thereafter to make voluntary cash payments under
the Plan.
22. May a Participant request the sale of shares when
terminating participation?
Yes. The request should be in writing and must specify the
number of shares to be sold. The request must be signed by each
person in whose name the Plan account appears and each
individual's signature must be guaranteed. On receipt of a
properly completed request, the Plan Administrator will direct
the Plan Purchasing Agent to proceed in the manner set forth in
No. 20, above. The Participant will receive a check in lieu of
any fractional share based on the current market value of the
Corporation's Common Stock.
FEDERAL INCOME TAX INFORMATION
23. What are the federal income tax consequences of
participation in the Plan?
For federal income tax purposes, a Participant is treated as
receiving, on the dividend payment date, the full amount of
dividends allocable to the Participant, regardless of whether the
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dividends are paid in cash, withheld for the payment of taxes, or
invested in additional shares of Common Stock pursuant to the
Plan. In addition, the Participant is deemed to have received
taxable income in the amount of commissions and other brokerage
expenses paid in purchasing shares on the Participant's behalf.
The per share tax basis of shares acquired for a Participant is
the price per share reported on the periodic statement of account
supplied to each Participant, adjusted to include the amount of
brokerage commissions paid on behalf of the Participant, and as
reported to the Internal Revenue Service.
The holding period for shares acquired pursuant to the Plan
begins on the day after the date the shares are acquired for a
Participant's account. When a Participant is subject to federal
income tax withholding on dividends, and when foreign
Participants' taxable income under the Plan is subject to federal
income tax withholding, dividends are reinvested, less the tax
withheld under the applicable law.
Generally, Participants do not realize taxable income upon
receipt of certificates for whole shares credited to their
account. A Participant who sells or exchanges shares acquired
under the Plan, or who directs the Plan Administrator to sell
Plan shares, may, however, recognize gain or loss. In addition,
a Participant may recognize gain or loss upon the receipt of cash
in payment for a fractional share upon withdrawal of shares from
the Plan. The gain or loss is the difference between the amount
the Participant receives for the Plan shares or fractional share,
as the case may be, and the Participant's tax basis.
Dividends reinvested under the Plan by corporate
shareholders may be eligible for the 70% dividends-received
deduction.
The Internal Revenue Service has ruled that purchases of
stock with voluntary cash payments under a dividend reinvestment
plan that contained provisions substantially similar to those for
voluntary cash payments under the Plan did not result in income
to Participants making such purchases. Accordingly, Participants
who purchase Common Stock under the Plan with voluntary cash
payments should not recognize income in connection with such
purchases. The tax basis of shares purchased under these
circumstances is equal to the purchase price as adjusted for the
amount of commission expenses paid on behalf of Participants.
The holding period for such shares will commence on the day after
the Investment Date.
The foregoing summary is based upon an interpretation of
current federal income tax laws, and assumes that dividends paid
by the Corporation are from its earnings and profits.
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.
12
<PAGE>
OTHER INFORMATION
24. What happens if the Corporation declares a stock dividend or
a stock split?
Upon declaration of a cash dividend or a stock split, the
Common Stock held in a Participant's Plan account is adjusted to
give effect to the stock dividend or stock split. The number of
shares available for issuance under the Plan is likewise
adjusted.
25. How are a Participant's Plan account shares voted at a
meeting of shareholders?
Each Participant receives a proxy that enables them to vote
the whole shares and fractional interests registered in the
Participant's name and the whole shares and fractional interests
credited to the Participant's Plan account. If a Plan
Participant does not return a proxy, the shares held by the Plan
Administrator for the account of that Participant are not voted.
26. What are the responsibilities and liabilities of the
Corporation and of the Plan Administrator?
The Corporation and the Plan Administrator are not liable
for any act taken 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
the Participant's death; (ii) 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, purchases or sales are
made and the decision whether to purchase such shares of Common
Stock in the open market or from the Corporation, fluctuations in
the market value of the Common Stock; and (iii) relating to the
operation or the management of the Plan.
All transactions in connection with the Plan are governed by
the laws of the Commonwealth of Pennsylvania.
27. May the Plan be modified or discontinued?
Yes. The Corporation, at its discretion, may modify,
suspend, or terminate the Plan. The Corporation will endeavor
to notify Participants of any such suspension, termination, or
modification. After mailing a notice of intention to terminate
to the Participant at the Participant's address as it appears on
the Plan Administrator's records, the Corporation may terminate,
for whatever reason and at any time, as it may determine in its
sole discretion, a Participant's Plan participation.
28. May a Participant pledge shares held under the Plan?
No. Shares credited to a Participant's account under the
Plan may not be pledged or assigned, nor may any rights or
interests under the Plan be transferred, pledged or assigned.
Any purported pledge, assignment or transfer is void. A
Participant who wishes to pledge or assign shares held under the
Plan must withdraw those shares from the Plan.
13
<PAGE>
USE OF PROCEEDS
The Corporation uses net proceeds from the sale of the
Common Stock offered pursuant to the Plan for general corporate
purposes, including, without limitation, investments in and
advances to the Corporation's subsidiaries. The amounts and
timing of the application of proceeds is dependent upon the
funding requirements of the Corporation and its subsidiaries and
upon the availability of other funds. Based upon the anticipated
growth of subsidiaries and the financial needs of the
Corporation, management anticipates that the Corporation, from
time to time, will engage in additional financing of a character
and in amounts that have yet to be determined.
EXPERTS
The consolidated financial statements of Harleysville
National Corporation as of and for the years ended, December 31,
1996 and 1995, incorporated by reference herein and elsewhere in
the Registration Statement, are incorporated by reference, in
reliance upon the report of Grant Thornton, LLP, Independent
Certified Public Accountants, and upon the authority of said firm
as experts in accounting and auditing. The consolidated
financial statements of Harleysville National Corporation for the
year ended December 31, 1994, incorporated by reference herein
and elsewhere in the Registration Statement, are incorporated by
reference in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accounts, and upon the authority of
such firm as experts in accounting and auditing.
LEGAL OPINION
The legality of Common Stock covered hereby was passed upon
for the Corporation by Shumaker Williams, P.C., Special Corporate
Counsel.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Corporation, together with the
Corporation's By-laws, provides the Corporation's officers and
directors with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes
self-dealing,
willful misconduct or recklessness. The Corporation's
officers and directors are entitled to indemnification if they
are named as a party or threatened to be named as a party to any
type of proceeding as a result of actions or inactions taken
while in the course of their association with the Corporation
provided that such action or inaction was in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interests of the Corporation. Officers and directors of the
Corporation are presumed to be entitled to this indemnification,
absent
14
<PAGE>
breaches of fiduciary duty, lack of good faith or self-dealing
and are entitled to be indemnified unless their conduct is
determined by a court to have constituted willful misconduct or
recklessness.
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 and is therefore unenforceable.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee $ 0
Blue Sky Fees 0
Legal Fees and Expenses* 5,000
Printing Fees and Postage* 1,135
Miscellaneous* 50
-------
$6,185
=======
___________
* Estimated
Item 15. Previously filed.
Item 16. Exhibits
Exhibit 4(a) Amended Articles of Incorporation of the
Corporation (Incorporated by reference to Exhibit
3(a) of Registration Statement No. 33-65021 on
Form S-4 as filed with the Commission on December
14, 1995.)
Exhibit 4(b) Amended By-laws of the Corporation.(Incorporated
by reference to Exhibit 3(b) of Registration
Statement No. 33-65021 on Form S-4 as filed with
the Commission on December 14, 1995.)
Exhibit 5 Opinion of Shumaker Williams, P.C., Special
Corporate Counsel to the Corporation (Previously
filed).
Exhibit 23.1 Consent of Grant Thornton, LLP.
Exhibit 23.2 Consent of KPMG Peat Marwick LLP.
Exhibit 23.3 Consent of Shumaker Williams, P.C. (Previously
filed).
Exhibit 99.1 Harleysville National Corporation Amended and
Restated Dividend Reinvestment and Stock Purchase
Plan (Included in Prospectus).
Exhibit 99.2 Amended and Restated Dividend Reinvestment and
Stock Purchase Plan Authorization Form
Item 17. Undertakings
The undersigned registrant hereby undertakes:
16
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Section Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Harleysville, Commonwealth of
Pennsylvania on July 10, 1997.
HARLEYSVILLE NATIONAL CORPORATION
By: /s/ Walter E. Daller, Jr.
----------------------------------
Walter E. Daller, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Walter E.
Daller, Jr. and Vernon L. Hunsberger, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them, or
their or his substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Capacity Date
/s/ Walter E. Daller, Jr. Chairman of the Board July 10, 1997
- --------------------------- President and Chief
Walter E. Daller, Jr. Executive Officer and
Director (Principal
Executive Officer)
/s/ Vernon L. Hunsberger Treasurer (Chief July 10, 1997
- --------------------------- Financial and
Vernon L. Hunsberger Accounting Officer)
/s/ Bradford W. Mitchell Director July 10, 1997
- ---------------------------
Bradford W. Mitchell
/s/ William M. Yocum Director July 10, 1997
- ---------------------------
William M. Yocum
/s/ Martin E. Fossler Director July 10, 1997
- ---------------------------
Martin E. Fossler
/s/ Thomas S. McCready Director July 10, 1997
- ---------------------------
Thomas S. McCready
/s/ Walter F. Vilsmeier Director July 10, 1997
- ---------------------------
Walter F. Vilsmeier
/s/ Harold A. Herr Director July 10, 1997
- ---------------------------
Harold A. Herr
/s/ Henry M. Pollak Director July 10, 1997
- ---------------------------
Henry M. Pollak
/s/ John W. Clemens Director July 10, 1997
- ---------------------------
John W. Clemens
/s/ Palmer E. Retzlaff Director July 10, 1997
- ---------------------------
Palmer E. Retzlaff
<PAGE>
EXHIBIT INDEX
Sequential Page
Exhibit Number in Manually
Signed Original
4(a) Amended Articles of Incorporation of
the Corporation(Incorporated by
reference to Exhibit 3(a) of Registration
Statement No. 33-65021 on Form S-4 as
filed with the Commission on
December 14, 1995.)
4(b) Amended By-laws of the Corporation.
Incorporated by reference to Exhibit 3(b)
of Registration Statement No. 33-65021
on Form S-4 as filed with the Commission
on December 14, 1995.)
5 Opinion of Shumaker Williams, P.C.,
Special Corporate Counsel to the Corporation
(Previously filed).
23.1 Consent of Grant Thornton, LLP 22
23.2 Consent of KPMG Peat Marwick LLP 23
23.3 Consent of Shumaker Williams, P.C.
(Previously filed).
99.1 Harleysville National Corporation
Amended and Restated Dividend
Reinvestment and Stock Purchase Plan
(Included in Prospectus).
99.2 Amended and Restated Dividend 24
Reinvestment and Stock Purchase Plan
Authorization Form
EXHIBIT 23.1
Consent of Grant Thornton, LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 8, 1997, accompanying the
consolidated financial statements of Harleysville National
Corporation and subsidiaries appearing in the Annual Report on
Form 10-K for the year ended December 31, 1996, which is
incorporated by reference in this Registration Statement. We
consent to the incorporation by reference of said report in this
Post-Effective Amendment No. 1 to the Registration Statement of
Harleysville National Corporation on Form S-3 (No. 33-57790,
effective February 3, 1993), of the aforementioned report and to
the use of our name as it appears under the caption "Experts".
/s/ Grant Thornton, LLP
- -----------------------
Grant Thornton
Philadelphia, PA
August 14, 1997
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP
<PAGE>
EXHIBIT 23.2
The Board of Directors
Harleysville National Corporation
We consent to incorporation by reference in the registration
statement (No. 33-57790) on post-effective amendment No. 1 to
Form S-3 of Harleysville National Corporation of our report dated
January 31, 1995, relating to the consolidated statements of
income, shareholders' equity, and cash flows for the year ended
December 31, 1994 of Harleysville National Corporation and
subsidiaries, which report appears in the December 31, 1996
annual report on Form 10-K of Harleysville National Corporation.
Our report contains an explanatory paragraph which discusses that
the Company changed its method of accounting for investments in
1994.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
August 14, 1997
EXHIBIT 99.2
Amended and Restated Dividend Reinvestment and
Stock Purchase Plan Authorization Form
<PAGE>
EXHIBIT 99.2
HARLEYSVILLE NATIONAL CORPORATION
Amended and Restated Dividend Reinvestment and
Stock Purchase Plan
AUTHORIZATION FORM
This confirms that my (our) receipt of the Prospectus
describing the Harleysville National Corporation Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the
"Plan") and my (our) agreement to the terms and conditions of the
Plan, as set forth in the Prospectus.
I (We) hereby appoint American Stock Transfer & Trust
Company as Plan Administrator, or such other corporation as may
succeed it pursuant to the Plan (or any modification thereof), as
my (our) agent (the "Plan Administrator"), to act as such upon
and subject to the terms and conditions of the Plan, as set forth
in the Prospectus.
I (We) hereby authorize Harleysville National Corporation
(the "Corporation") to pay the Plan Administrator for my (our)
account under the Plan, all cash dividends payable in respect of
(check one) ________ all or ________ part of the common stock of
the Corporation registered in my (our) names(s). (If you elected
partial participation in the foregoing sentence specify here the
number of shares which you would like to enroll ________.)
I (We) hereby authorize the Plan Administrator, as provided
in the Plan, to apply such cash dividends, as directed above, and
cash dividends on shares held by the Plan Administrator for me
(us) under the Plan, as well as any additional cash payments made
by me (us) as provided in the Plan, to the purchase of additional
common stock for my (our) account under the Plan. I (We) may
terminate this authorization and appointment at any time by
notifying the Plan Administrator in writing of my (our)
withdrawal from the Plan.
Date:--------------- ------------------------------
Shareholder Name (Please Print)
Social Security/Tax I.D. Number:
- -------------------------------- ------------------------------
Shareholder Signature
IF JOINT ACCOUNT:
Date:--------------- ------------------------------
Shareholder Name (Please Print)
Social Security/Tax I.D. Number:
- -------------------------------- -------------------------------
Shareholder Signature
Shareholder: Please sign exactly as name appears on stock
certificate. Mail to American Stock Transfer &
Trust Company, Attention Plan Administrator,
Harleysville National Corporation Dividend
Reinvestment and Stock Purchase Plan, 40 Wall
Street, New York, NY 10005.
