Securities and Exchange Commission on December 30, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Drovers Bancshares Corporation
(Exact name of Registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
23-2209390
(I.R.S. Employer Identification No.)
30 South George Street
York, Pennsylvania 17401
717-843-1586
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
George L.F. Guyer, Jr.
Senior Vice President
Drovers Bancshares Corporation
30 South George Street
York, Pennsylvania 17401
717-843-1586
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With Copies To:
Paul G. Mattaini
Barley, Snyder, Senft & Cohen, LLC
126 East King Street
Lancaster, PA 17602-2893
Approximate date of commencement of proposed sale to the public:
February 18, 1992, or as soon as practicable after the effective date of
this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, 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 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 deliver of the prospectus is expected to be made pursuant to
rule 434,please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Common Stock, $3.33 par value
Amount to be Registered
100,000 shares
Proposed Maximum Offering Price Per Share (1)
$25.00
Proposed Maximum Aggregate Offering Price (1)
$2,500,000
Amount of Registration Fee
$695
(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c). Based upon the average of the high and low price,
as reported by NASDAQ, as of December 17, 1998.
PROSPECTUS
DROVERS BANCSHARES CORPORATION
Dividend Reinvestment And Stock Purchase Plan
100,000 Shares of Common Stock
$3.33 Par Value
Drovers Bancshares Corporation (the "Company") has registered 100,000
shares of common stock, par value $3.33 per share which may be issued under
the Company's Dividend Reinvestment and Stock Purchase Plan. The plan
provides holders of the Company's common stock with a simple and convenient
way to purchase additional shares of common stock of the Company without
payment of any brokerage commission. Currently, the Corporation's common
stock is traded on NASDAQ under the symbol "DROV".
Participants in the Plan may:
1. Have cash dividends on all or a specified number of their shares
automatically reinvested; and
2. Have the option of making additional cash payments from $10 to $2,000
per quarter.
Participation in the plan is entirely voluntary so that shareholders may
join the plan and terminate their participation at any time. The plan is
administered for the Company by Registrar & Transfer Company.
The Company is authorized to issue up to 100,000 shares of common stock
under the plan,.to be adjusted to give effect to stock dividends and splits.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
The date of this prospectus is November 25, 1998.
AVAILABLE INFORMATION
The Company 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 facilities maintained by the
Commission at Judicial Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, as well as at the following Regional Offices of the Commission:
Seven World Trade Center, Suite 1300, New York, NY 10048; Curtis Center,
601 Walnut Street, Suite 1005E, Philadelphia, PA 19106; and Citicorp Center,
500 West Madison St., Suite 1400, Chicago, Illinois 60661. Copies of such
materials may also be obtained from the Public Reference Section of the
Commission at its Washington address, Judicial Plaza, 450 Fifth St. N.W.,
Washington, D.C. 20549, by mail at prescribed rates. In addition, the
Commission maintains a Web site (http://www.sec.gov) that contains periodic
reports, proxy and information statements and other information regarding
companies that are subject to the reporting requirements of the '34 Act.
This Prospectus constitutes a part of a Registration Statement filed by
the Company 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
Company 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
Prospectus relates shall, under any circumstances, create any
implication that there has been no change in the affairs or condition of the
Company 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 Company with the Commission:
(a) Annual Report on Form 10-K for the year ended December 31, 1997.
(b) Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 1998.
(c) The description of the Company's common stock which appears
in its registration statement on Form 8-A under the
Exchange Act filed with the Commission on March 1, 1983.
All reports filed by the Company 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 Company 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 John Blecher, Drovers Bancshares Corporation, 30 South
George Street, York, Pennsylvania 17401, (717) 843-1586.
PROSPECTUS SUMMARY
The Company
Drovers Bancshares Corporation was organized as a Pennsylvania business
corporation in 1982 for the purpose of becoming the parent holding company of
The Drovers & Mechanics Bank (the "Bank"). As a bank holding company, the
Company is registered with and supervised by the Board of Governors of the
Federal Reserve System. The Bank, a state-chartered institution, is a full
service commercial bank and provides a wide range of services to individuals
and small to medium-sized businesses in its York County, Pennsylvania market
area.
The principal executive offices of the Company are located at 30 South
George Street, York, Pennsylvania 17401. The telephone number of the Company
is (717) 843-1586.
The Offering; The Plan; Use of Proceeds
The Company has registered 100,000 shares of common stock with the
Securities Exchange Commission. The total number of shares reserved will be
adjusted to give effect to stock dividends, stock splits and similar events.
The purpose of the offering is to provide holders of record of the Company's
common stock with a simple and convenient method of investing cash dividends
and voluntary cash contributions in additional shares of common stock through
the Company's Dividend Reinvestment and Stock Purchase Plan.
This Prospectus gives detailed information concerning the plan and
should be reviewed carefully.
The Plan may acquire shares for issuance through open market purchases,
or through negotiated transactions. Open market purchases will be made by an
independent purchasing agent retained to act as agent for plan participants,
and the purchase price will exclude all fees, brokerage commissions and other
expenses. The Company will receive none of the proceeds from shares acquired
by the plan for issuance unless such acquisitions involve the purchase of
shares from the Company. To the extent that any shares are purchased from
the Company, such shares will consist of authorized but unissued shares.
The proceeds of such sales will be added to the general funds of the Company
and will be available for its general corporate purposes, including working
capital requirements and contributions to the Company's banking subsidiary to
support its anticipated growth and expansion.
Description of the Dividend Reinvestment and Stock Purchase Plan
The following section, entitled "EXPLANATION OF DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN" is set up in an easy to understand question and
answer format and is considered part of this Prospectus. In the event of a
conflict between the attached explanation and the plan document, the latter
will control. A copy of the plan document may be obtained from John Blecher,
Drovers Bancshares Corporation at 30 South George Street, York,
Pennsylvania 17401, (717) 843-1586.
The plan became effective in March, 1992, and will continue until
terminated or revised in accordance with its terms. In August, 1998, the
plan was amended to (i) eliminate the 25 share minimum; and (ii) modify the
method for determining the fair market value of a share as a result of the
recent listing of the Company's shares of common stock on NASDAQ. This
registration statement was filed to register additional shares for issuance by
the plan.
EXPLANATION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Purpose
1. What is the purpose of the plan?
The plan provides holders of the Company's common shares a simple and
convenient method of investing cash dividends and voluntary cash payments in
additional common shares of the Company without payment of brokerage
commissions.
Advantages to Participants
2. What are the advantages of the plan to participants?
Participants in the plan may purchase common shares of the Company
quarterly with reinvested cash dividends on all or a portion (but not less
than one) of the common shares registered in their names. Participants also
may purchase common shares under the plan with voluntary cash payments from
$10 to $2,000 per quarter.
All brokerage fees and commissions incurred in connection with
purchases of common shares under the plan will be paid by the Company. Full
investment of funds is possible under the plan because the plan permits
fractions of shares, as well as full shares, to be credited to a participant's
account. In addition, dividends in respect of such full and fractional shares
will be credited to a participant's account and automatically reinvested in
additional common shares.
All shares purchased under the plan will be held in safekeeping free of
charge by the administrator of the plan unless a certificate for such shares
is requested in writing by the participant. The plan administrator provides
participants with quarterly statements of account.
Administration
3. Who administers the plan?
Subject to the Company's right to terminate and appoint in its place
another bank or corporation to serve as "Plan Administrator", Registrar &
Transfer Company presently serves in such capacity. The plan administrator
administers the plan, keeps records, sends statements of account to
participants and performs other duties relating to the plan. All
correspondence relating to the plan should be directed to:
Registrar & Transfer Company
10 Commerce Drive
Cranford, NJ 07016
Participation
4. Who is eligible to participate?
All holders of record of at least one common share of the Company are
eligible to participate and may join the plan by signing the Authorization
Form, additional copies of which may be obtained at any time by contacting the
Company, and returning the form to the Company. The Company reserves the
right, however, to refuse an applicant's request to enroll, or to terminate a
participant's participation in the plan, for any reason whatsoever, including
for the reason that a shareholder resides in a state which has laws that would
need to be complied with as a result of the applicant or participant's
participation in the plan and such laws are deemed by the Company to be too
burdensome or costly with which to comply.
5. When may a shareholder join the plan?
Subject to the conditions set forth in question and answer 4., above,
a shareholder may join the plan at any time. Dividends on all participating
shares will be reinvested on the next reinvestment date (see Question 13)
after the Company receives the Authorization Form, provided the form is
received on or before the dividend record date. Otherwise, purchases of
common shares under the plan will begin on the next subsequent reinvestment
date. Dividend payment dates are expected to be the last business day of
March, June, September and December and dividend record dates generally
precede dividend payment dates by 3-4 weeks.
6. What does the Authorization Form provide?
By signing and returning the Authorization Form to the Company, a
participant directs the plan administrator to reinvest dividends on all or a
portion (but not less than one) of the common shares held of record by the
participant and to invest voluntary cash payments in additional common shares
of the Company. Cash dividends on shares credited to a participant's
account under the plan are automatically reinvested to purchase additional
common shares.
Records
7. What reports will be sent to participants?
Each participant will receive a quarterly statement of his or her
account describing cash dividends and voluntary cash payments received, the
number of shares purchased, the average price per share and total shares
accumulated under the plan. In addition, each participant will receive copies
of the Company's annual and periodic reports to shareholders, proxies and
proxy statements and other correspondence sent to shareholders generally.
Each participant will also receive any supplements to or updates of the
current prospectus for the plan.
Voluntary Cash Payments
8. What is the voluntary cash payment option?
A participant in the plan has the option to invest from $10 to $2,000
per quarter under the plan to purchase additional common shares of the
Company. The same amount need not be invested each time and there is no
obligation to make any cash payments.
9. How are the cash payments made?
A voluntary cash payment is made by forwarding a check or money order
payable to the plan administrator, currently Registrar & Transfer Company,
subsequent to submitting a completed Authorization Form when enrolling, or
thereafter, with the payment form which will be attached to each statement of
account. All voluntary cash payments, whether submitted with initial
enrollment or subsequent to initial enrollment, should be forwarded so that
they are received within the 10-day period immediately preceding any dividend
payment date (see Question 5 for anticipated dates). The cash will be
invested in full and fractional common shares as soon as
practicable on or after the dividend payment date, but in no event more than
30 days after such date. Voluntary cash payments received more than 10 days
prior to the next dividend payment date, and any funds which are not invested
prior to the expiration of the 30-day period following the dividend payment
date, will be returned.
10. Will interest be paid on cash payments received prior to the investment
date?
No. For that reason, the Company urges participants to send their
payments so as to reach the plan administrator prior to, but as close as
possible to, a dividend payment date. Of course, sufficient time should be
allowed for the payment to reach the plan administrator.
11. May a participant elect to make only voluntary cash payments under the
plan?
No. Participation in the plan is limited to shareholders who
participate in the dividend reinvestment portion of the plan.
Cost
12. Are there any expenses to participants in connection with purchases
under the plan?
All brokerage fees and commissions incurred in connection with
purchases of common shares and all other costs of administration of the plan
will be paid by the Company. However, a $3.00 service charge will be deducted
from a participant's account at the time of his or her termination from the
plan or at the time any stock certificate is requested by a participant.
Purchases
13. How will purchases be made?
On each dividend payment date the Company will pay to the plan
administrator the total amount of dividends payable on common shares which
a participant has specified are to be included in the plan, plus the
dividends payable on the common shares which have been credited to the
participant's account under the plan. The plan administrator will use that
amount, in addition to the participant's voluntary cash payments, if any, to
purchase common shares of the Company in the open market or in negotiated
transactions at such prices and other terms, and from or through such brokers
or dealers, as the plan administrator may determine from time to time. The
company reserves the right to direct the plan administrator to make all or
part of its purchases under the plan for that particular quarter from the
Company's authorized but unissued common shares. Purchases of shares will be
made as soon as practicable on or after each dividend payment date, but in no
event more than 30 days after each such date. Full and fractional shares will
be allocated to each participant's account after the date on which the plan
administrator has purchased sufficient shares to cover the quarterly purchases
for all participants under the plan.
14. How will the price of shares be determined?
The purchase price of common shares purchased in the open market or in
negotiated transactions will be the price paid by the plan administrator for
such shares (not including brokerage fees or commissions). The Company will
bear the cost of all brokerage fees and commissions on purchases under the
plan. The price of common shares purchased from the Company will be the fair
market value of the common shares on the date the administrator purchases the
shares. The fair market value will be (i) the closing price, or (ii) in the
absence of trading on such date, the mean between the highest bid and lowest
asked quotations, each as reported on NASDAQ for such date (or for the
previous business day if such date is not a business day). The purchase
price per share allocated to each participant will be the participant's pro
rata share of the actual price of all common shares purchased under the plan
each quarter.
15. How many common shares will be purchased for participants?
Each participant's account will be credited with that number of full
and fractional common shares derived by dividing the amounts to be invested
for such participant by the total amount invested for all participants for
that particular dividend payment date and multiplying the resulting quotient
by the total number of shares purchased.
Dividend on Fractional Shares
16. Will participants be credited with dividends on fractional shares?
Yes. Dividends on fractional shares will be credited to a
participant's account and shown on the quarterly statement.
Issuance of Share Certificates
17. Will certificates be issued for common shares purchased?
Common shares purchased under the plan will be registered in the name
of the plan administrator or its nominee, as agent for participants in the
plan, and certificates for such shares will not be issued to participants
unless requested in writing. This procedure protects against loss, theft or
destruction of stock certificates.
Certificates for any number of full shares credited to an account under
the plan will be issued after receipt of a written request to the plan
administrator (see Question 3) signed by the participant (or participants if
a joint registration) and accompanied by a $3.00 service charge. Any
remaining full and fractional shares will continue to be held in the
participant's account. Certificates for fractional shares will not be issued
under any circumstances.
Withdrawal from the plan
18. How does a participant withdraw from the plan?
Participation in the plan may be terminated at any time, by either the
participant or by the Company. Participants who wish to terminate may do so
by writing to the plan administrator at the address provided in Question 3.
After the plan administrator's receipt of such notice, or after the
termination of the plan by the Company, a certificate for full shares will
be issued to the participant and the Company will return any uninvested cash
payments. A participant's notice of termination received by the plan
administrator less than 10 days in advance of the next dividend record date
will not be effective until after the cash dividend for such period is paid.
Fractional shares held in a participant's account will be paid in cash
based on the fair market value of the Corporation's stock which shall be (i)
the closing price, or (ii) in the absence of trading on the relevant date, the
mean between the lowest bid and highest asked quotations for the Corporation's
shares as reported on NASDAQ for the day of termination (or for the previous
business day if the date is not a business day). A $3.00 service charge will
be deducted from a participant's account upon receipt of a participant's
notice of termination.
19. Can a participant re-enter the plan after terminating his or her
participation?
Yes. A shareholder may rejoin at any time upon submitting a new
Authorization Form.
Other Information
20. May the plan be changed or discontinued?
The Company reserves the right to amend the plan from time to time, at
its sole discretion, and to terminate the plan at any time upon written
notice of any such amendment or termination mailed to each participant at
the address which appears on the plan administrator's records.
21. What are the federal income tax consequences of participation in the
plan?
For federal income tax purposes, a participant in the plan will be
treated as having received a dividend equal to the purchase price of the full
and fractional common shares purchased with reinvested dividends and the
brokerage commissions and service charges attributable to such shares which
are paid by the Company. Each quarterly statement of account will indicate
the purchase price of the common shares purchased with reinvested dividends.
The portion of commissions and charges paid by the Company allocated to the
participant's shares will be listed on the annual tax statement.
22. When and how are gains and losses determined?
A participant will realize gain or loss whenever full shares purchased
under the plan are sold or exchanged or whenever the participant receives a
cash payment for a fractional share credited to his or her account. The
amount of gain or loss will be the difference between the
amount received by the participant for his or her full or fractional shares
and his or her tax basis therefor. The tax basis of a share will be its
purchase price under the plan plus the portion of commissions paid by the
Company attributable to such shares.
23. When does the holding period begin?
The holding period for common shares acquired pursuant to the plan,
whether by reinvested dividends or voluntary cash payments, will begin on
the day the common shares are purchased, which will be no later than the date
on which shares are allocated to a participant's account under the plan.
All participants in the plan are urged to consult their own tax
Advisers to determine the particular tax consequences which may result from
their participation in the plan and the subsequent disposal of common shares
acquired under the plan.
24. How is a rights offering, stock dividend or stock split handled under
the plan?
If the Company sells additional common shares through a rights offering,
the rights will be forwarded to the participants for their disposition.
Likewise, any stock dividend or shares resulting from a stock split in
respect or a participant's common shares held under the plan will be credited
to the participant's account.
25. How will a participant's shares held under the plan be voted?
The plan administrator will forward proxies to participants and will
vote a participant's full shares and fractional interests held under the
plan in accordance with instructions received from the participant. If a
participant does not return a proxy, his or her shares will not be voted.
26. What is the responsibility of the Company and the plan administrator
under the plan?
Neither the Company nor the plan administrator shall be liable under
the plan for any act performed by it in good faith or for any good faith
omission to act, including, without limitation, any claims of liability (i)
arising out of the termination of or failure to terminate a participant's
account; (ii) with respect to the purchase of common shares, the prices at
which common shares are purchased for the participant's account, the times
such purchases are made, the decision whether to purchase common shares from
the Company, fluctuations in the market value of common shares; and (iii)
concerning any matters relating to the operation or management of the plan.
EXPERTS
The financial statements incorporated by reference in this prospectus
to the Company's Annual Report on Form 10-K for the year ended December 31,
1997, have been so incorporated in reliance on the report of Stambaugh Ness,
P.C., independent certified public accountants, given upon their authority as
experts in auditing and accounting.
LEGALITY
The legality of common stock covered hereby has been passed upon for
the Company by Barley, Snyder, Senft & Cohen, LLC, of York, Lancaster,
Harrisburg and Chambersburg, Pennsylvania, Special Counsel to the Company.
DROVERS BANCSHARES CORPORATION
Dividend Reinvestment and Stock Purchase Plan
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus describing
the Drovers Bancshares Corporation Dividend Reinvestment and Stock Purchase
Plan (the "Plan") and agree to the terms and conditions of the Plan as set
forth in the Prospectus.
I (We) hereby appoint the plan administrator, Registrar & Transfer
Company, or such other bank or corporation as may succeed it pursuant to the
Plan (or any modification thereof), as my (our) agent (the "Agent"), 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 Drovers Bancshares Corporation (the "Company")
to pay to the Agent for my (our) account under the Plan (check one):
_______ (1) Full Dividend Reinvestment all cash dividends payable in
respect of all Common Stock of the Company registered in my (our) name(s).
_______ (2) Partial Dividend Reinvestment all cash dividends payable in
respect of ________ shares of the Common Stock (one share minimum) registered
in my (our) name(s).
I (We) hereby authorize the Agent, as provided in the Plan, to apply
all such cash dividends and cash dividends on shares of Common Stock held by
the Agent 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 shares
of Common Stock for my (our) account under the Plan. I (We) may terminate
this authorization and appointment at any time by so notifying the Agent in
writing of my (our) withdrawal from the Plan.
__________________
Shareholder Name (please print)
Date:_________________________ __________________
Shareholder Signature
If Joint Account:
__________________
Shareholder Name (please print)
Date:______________________________ __________________
Shareholder Signature
Please sign exactly as name appears on stock certificate. Mail to: Drovers
Bancshares Corporation, Dividend Reinvestment and Stock Purchase Plan, 30
South George Street, York, Pennsylvania 17401.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
Registration fees $ 695
Legal Fees and Expenses 4,500
Printing Fees and Postage 1,750
Miscellaneous 100
$7,045
Item 15. Indemnification of Directors and Officers
The Registrant's by-laws provide for indemnification of directors and
officers to the fullest extent permitted under the laws of the Commonwealth
of Pennsylvania. The by-law provision concerning indemnification is a
contractual right which exists in tandem with any rights to which an
indemnitee may otherwise be entitled and is also available for prior acts of
the indemnitee.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law
of 1988, as amended (the "BCL"), (15 Pa. C.S. 1741-1750) provides that a
business corporation shall have the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed
action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares
that unless otherwise provided by statute or in a by-law adopted by the
shareholders, all powers enumerated in section 1502 (relating to general
powers) and elsewhere in the BCL or otherwise vested by law in a business
corporation shall be exercised by or under the authority of, and the business
and affairs of every business corporation shall be managed under the direction
of, a board of directors. If any such provision is made in the by-laws, the
powers and duties conferred or imposed upon the board of directors under the
BCL shall be exercised or performed to such extent and by such person or
persons as shall be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence
would use under similar circumstances. In performing his duties, a director
shall be entitled to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by any of the following:
(1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(2) counsel, public accountants or other persons as to matters which
the director reasonable believes to be within the professional or expert
competence of such person; or
(3) a committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance
to be unwarranted.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in which
offices or other establishments of the corporation are located, and all other
pertinent factors. The consideration of those factors shall not constitute a
violation of Section 1712. In addition, absent breach of fiduciary duty, lack
of good faith or self-dealing, actions taken as a director or any failure to
take any action shall be presumed to be in the best interests of the
corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a by-law adopted by the shareholders so provides, a
director shall not be personally liable, as such, for monetary damages for
any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his
office under this section; and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any
criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the
board, at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the action
with the secretary of the meeting before the adjournment thereof or transmits
the dissent in writing to the secretary of the corporation immediately after
the adjournment of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action. Nothing in this Section 1721
shall bar a director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such minutes, he
notified the secretary, in writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a part, or is threatened to
be made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with the action or proceeding if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order, settlement or
conviction or upon a plea of nolo contendere or its equivalent shall not of
itself create a presumption that the person did not act in good faith and in a
manner that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal proceeding,
had reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a representative of the corporation, or is
or was serving at the request of the corporation as a representative of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by such person
in connection with the defense or settlement of the action if such person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation. Indemnification shall not
be made under this section in respect of any claim, issue or matter as to
which such person has been adjudged to be liable to the corporation unless,
and only to the extent that, the court of common pleas of the judicial
district embracing the county in which the registered office of the
corporation is located or the court in which such action was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court of common
pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the
extent that a representative of the business corporation has been successful
on merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to
derivative actions), or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section
1741 (relating to third party actions) or 1742 (relating to derivative
actions) shall be made by the business corporation only as authorized in the
specific case upon a determination that indemnification of the representative
is proper in the circumstances because such person has met the applicable
standard of conduct set forth in those sections. The determination shall be
made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable, or, if obtainable and a
majority vote of a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in
advance of the final disposition of the action or proceeding upon receipt of
an undertaking by or on behalf of the representative to repay such amount if
it is ultimately determined that such person is not entitled to be indemnified
by the corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides
that the indemnification and advancement of expenses provided by or granted
pursuant to the other sections of the BCL shall not be deemed exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any other by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another capacity while
holding such office.
Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving
rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any
other provision of law except as provided in this section and whether or not
the indemnified liability arises or arose from any threatened, pending or
completed action by or in the right of the corporation. Such indemnification
is declared to be consistent with the public policy of the Commonwealth of
Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business
corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a representative of the corporation or is or was
serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against that liability under the provisions of the BCL. Such
insurance is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a representative of
the corporation and shall inure to the benefit of the heirs and personal
representative of that person.
Item 16. Exhibits
Exhibit 3(i) Articles of Incorporation of the Company*
Exhibit 3(ii) By-laws of the Company*
Exhibit 4 Drovers Bancshares Corporation Dividend Reinvestment and
Stock Purchase Plan
Exhibit 5 Opinion of Barley, Snyder, Senft & Cohen, LLC
Exhibit 13.1 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997**
Exhibit 13.2 Quarterly Report on Form 10-Q of the Company for the
Quarter ended March 31, 1998**
Exhibit 13.3 Quarterly Report on Form 10-Q of the Company for the
Quarter ended June 30, 1998**
Exhibit 13.4 Quarterly Report on Form 10-Q of the Company for the
Quarter ended September 30, 1998 **
Exhibit 23.1 Consent of Stambaugh Ness, P.C.
Exhibit 23.2 Consent of Barley, Snyder, Senft & Cohen, LLC (included
as part of Exhibit 5)
Exhibit 24 Power of Attorney (see page 20)
* Incorporated by reference to the Corporation's Form 10-K for fiscal
year 1997, filed March 31, 1998.
** Incorporated herein by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (1) 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; and (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 clauses (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
to those clauses is contained in periodic reports filed 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.
(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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above,
or otherwise, the registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
EXHIBIT 24
POWER OF ATTORNEY
Each of Drovers Bancshares Corporation (the "Company") and the
undersigned officers and directors thereof whose signatures appear below
hereby makes, constitutes and appoints A. Richard Pugh, George L.F. Guyer,
Jr. and John D. Blecher and each of them acting individually, its and his true
and lawful attorneys with power to act without any other and with full power
of substitution, to execute, deliver and file in its or his name and on its or
his behalf, and in each of the undersigned officers' and directors' capacity
or capacities shown below, this Registration Statement and any and all
documents in support of this Registration Statement or supplement thereto,
and any and all amendments, including any and all post-effective amendments
to the foregoing; and each of the Company and said officers and directors
hereby grants to said attorney or attorneys, full power and authority to do
and perform each and every act and thing whatsoever as said attorneys or
attorney may deem necessary or advisable to carry out fully the intent of
this Power of Attorney to the same extent and with the same effect as the
Company might or could do, and as each of said officers and directors might
or could do personally in his capacity or capacities as aforesaid, and each of
the Company and said officers and directors hereby confirms and approves all
acts and things which said attorneys or attorney might do or cause to be done
by virtue of this Power of Attorney and its or his signature as the same may
be signed by said attorneys or attorney, or any one or more of them to this
Registration Statement and any and all amendments thereto, including any and
all post-effective amendments to the foregoing.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to
be signed on its behalf, and each of the undersigned officers and directors
thereof in the capacity or capacities noted has hereunto set his hand, on
the dates indicated below.
DROVERS BANCSHARES CORPORATION
Dated:09/23/98 By: /s/ A. Richard Pugh
A. Richard Pugh, President and
Chief Executive Officer
/s/ L. Doyle Ankrum /s/ Robert L. Myers, Jr.
L. Doyle Ankrum, Director Robert L. Myers, Jr., Director
/s/ J. Samuel Gregory /s/ Harlowe R. Prindle
J. Samuel Gregory, Director Harlowe R. Prindle, Director
/s/ Daniel E. Hess /s/ A. Richard Pugh
Daniel E. Hess, Director A. Richard Pugh, Chairman,
Pres. & CEO, Principal
Executive Officer, Director
/s/ George W. Hodges /s/ Basil A. Shorb, III
George W. Hodges, Director Basil A. Shorb, III, Director
/s/ Herbert D. Lavetan /s/ D. John Sparler
Herbert D. Lavetan, Director D. John Sparler, Director
/s/ Richard M. Linder /s/ Gary A. Stewart
Richard M. Linder, Director Gary A. Stewart, Director
/s/ David C. McIntosh /s/ Robert H. Stewart, Jr.
David C. McIntosh, Director Robert H. Stewart, Jr., Director
/s/ Frank Motter /s/ Delaine A. Toerper
Frank Motter, Director Delaine A. Toerper, Director
/s/ James S. Wisotzkey
James S. Wisotzkey, Director
/s/ Debra A. Goodling /s/ John D. Blecher
Debra A. Goodling, John D. Blecher,
Executive Vice President Vice President and
And Treasurer, Chief Financial Assistant Treasurer, Principal
Officer Accounting Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of York, State of Pennsylvania, on
September 23, 1998.
DROVERS BANCSHARES CORPORATION
By: /s/ A. Richard Pugh
A. Richard Pugh, President and
Chief Executive Officer
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.
DROVERS BANCSHARES CORPORATION
Dated: 9/23/98 By: /s/ A. Richard Pugh
A. Richard Pugh, President and
Chief Executive Officer
/s/ L. Doyle Ankrum /s/ Robert L. Myers, Jr.
L. Doyle Ankrum Robert L. Myers, Jr., Director
/s/ J. Samuel Gregory /s/ Harlowe R. Prindle
J. Samuel Gregory, Director Harlowe R. Prindle, Director
/s/ Daniel E. Hess /s/ A. Richard Pugh
Daniel E. Hess, Director A. Richard Pugh, Chairman, President
and CEO, Principal Executive
Officer, Director
/s/ George W. Hodges /s/ Basil A. Shorb, III
George W. Hodges, Director Basil A. Shorb, III, Director
/s/ Herbert D. Lavetan /s/ D. John Sparler
Herbert D. Lavetan, Director D. John Sparler, Director
/s/ Richard M. Linder /s/ Gary A. Stewart
Richard M. Linder, Director Gary A. Stewart, Director
/s/ David C. McIntosh /s/ Robert H. Stewart, Jr.
David C. McIntosh, Director Robert H. Stewart, Jr., Director
/s/ Frank Motter /s/ Delaine A. Toerper
Frank Motter, Director Delaine A. Toerper, Director
/s/ James S. Wisotzkey
James S. Wisotzkey, Director
/s/ Debra A. Goodling /s/ John D. Blecher
Debra A. Goodling John D. Blecher,
Executive Vice President Vice President and
and Treasurer, Chief Financial Assistant Treasurer, Principal
Officer Accounting Officer
EXHIBIT INDEX
Exhibit
Exhibit 3(i) Articles of Incorporation of the Company*
Exhibit 3(ii) By-laws of the Company*
Exhibit 4 Drovers Bancshares Corporation Dividend Reinvestment
and Stock Purchase Plan
Exhibit 5 Opinion of Barley, Snyder, Senft & Cohen, LLC
Exhibit 13.1 Annual Report on Form 10-K for the fiscal year ended
December 31, 1997**
Exhibit 13.2 Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1998**
Exhibit 13.3 Quarterly Report on Form 10-Q of the Company for the
quarter ended June 30, 1998**
Exhibit 13.4 Quarterly Report on Form 10-Q of the Company for the
quarter ended September 30, 1998**
Exhibit 23.1 Consent of Stambaugh Ness, P.C.
Exhibit 23.2 Consent of Barley, Snyder, Senft & Cohen, LLC (included as
part of Exhibit 5)
Exhibit 24 Power of Attorney (see page 20)
* Incorporated by reference to the Corporation's Form 10-K for fiscal year
1997, filed on March 31, 1998.
** Incorporated herein by reference.
EXHIBIT 4
DROVERS BANCSHARES CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. The purpose of the Drovers Bancshares Corporation (the "Company")
Dividend Reinvestment and Stock Purchase Plan (the "Plan") is to provide
holders of the Company's Common Shares (the "Shares") a convenient method of
investing cash dividends and voluntary cash payments in additional Shares
without payment of any brokerage commission.
2. Registrar & Transfer Company ("Administrator") is hereby appointed
as Plan administrator and, by executing this Plan below, the Administrator
hereby accepts its appointment as administrator and agrees to the terms
and conditions of the Plan set forth herein. The Company may terminate
the Administrator's appointment at any time and appoint in its place
another bank or corporation to serve as Plan administrator.
3. Holders of record of Shares desiring to participate in the Plan
must submit a properly signed Authorization Form to the Administrator in the
form attached hereto. An applicant's participation in the Plan will begin
on the first dividend record date after the Administrator's receipt
of his or her Authorization Form, provided that the Company may refuse to
offer the Plan, and may terminate current participation in the Plan, for any
reason that it may from time to time deem appropriate.Applicants that may be
excluded or terminated include, but are not limited to shareholders residing in
any state that requires (i) the registration or qualification of the Shares to
be issued pursuant to the Plan, or (ii) compliance with any other laws as a
result of the offering of and participation in the Plan which laws are
deemed too costly or burdensome with which to comply.
4. A holder of record of one or more Shares may elect to have the
dividends on all or a portion of his or her Shares invested under the
Plan by indicating on the Authorization Form that the cash dividends on all
or a specified number (not less than one) of the Shares registered in his or
her name shall be reinvested under the Plan. The dividends on all of a
participant's Shares held by the Administrator under the Plan shall be re-
invested under the Plan.
5. Plan participants may make additional voluntary cash payments to
the Administrator in any amount from $10 to $2,000 per quarter for investment
under the Plan. Cash payments must be received by the Administrator within
the 10-day period immediately preceding the dividend payment date in order
to be invested. Voluntary cash payments received more than 10 days prior
to a dividend payment date shall be returned to the participant. No interest
will be paid on cash payments regardless of when they are received.
6. The Company will pay dividends directly to the Administrator
on the number of Shares held of record by the participant as has been specified
by the participant in the Authorization Form and on Shares held by the
Administrator under the Plan. Except as provided in paragraph 7 hereof,
the Administrator shall apply all dividends and voluntary cash payments
received by it hereunder to the purchase of Shares in the open market
or in negotiated transactions at such price and other terms, and from or
through such brokers or dealers, as the Administrator may determine from time
to time. Purchases of Shares shall be made as soon as practicable on or after
each dividend payment date, but in no event more than 30 days after each such
date. Any funds allocable to a participant's account which remain uninvested
after the expiration of such 30-day period shall be promptly returned
to the participant.
7. The Company reserves the right to direct the Administrator on
any dividend payment date to make all or part of its purchases under the Plan
for that particular quarter from the Company's authorized but unissued Shares.
The Administrator may also purchase authorized but unissued Shares from the
Company from time to time prior to the expiration of the 30-day period after
the dividend payment date. The price of Shares purchased from the Company
with reinvested dividends and voluntary cash payments will be (i) the closing
price,or (ii) in the absence of trading on such date, the mean between the
lowest bid and highest asked price for the Company's Stock, each as reported
by NASDAQ on the date of any such purchase (or for the previous business day if
the date is not a business day). No Shares shall be sold by the Company under
the Plan at less than par value.
8. Full and fractional Shares shall be allocated to each participant's
account after the date on which the Administrator has purchased sufficient
Shares to cover the quarterly purchases for all participants under the Plan.
The purchase price per share for each participant shall be the pro rata share
of the actual price (not including brokerage fees or commissions) of all
Shares purchased. The Company shall bear the cost of all brokerage
fees and commissions incurred in purchasing Shares under the Plan.
9. All shares purchased by the Administrator under the Plan shall be
held in its name or in the name of its nominee.
10. As soon as practicable after the quarterly purchase or purchases
of Shares are completed, the Administrator shall send each participant a
statement confirming the purchases for the participant's account and containing
other information, including total Shares held by the Administrator in the
account as of the preceding dividend record date, dividends received,
voluntary cash payments (if any), amount invested, additional Shares
purchased and the average price per Share. No certificate will be issued
to a participant for the Shares purchased unless he or she so requests in
writing or until his or her account is terminated. Such requests must be
submitted to the Administrator in writing after the Shares have been purchased.
No certificates for fractional Shares shall be issued.
11. The Administrator may deduct a $3.00 service fee from a
participant's account at the time the account is terminated and at the time
of each issuance of stock certificates requested by the participant.
12. The Administrator shall forward proxies to participants for Shares
held under the Plan and shall vote any Shares that it holds for a
participant's account in accordance with the participant's written
instructions. If a participant does not return a proxy, such Shares will not
be voted.
13. A participant may terminate his or her account at any time by
giving written notice to the Administrator. The Administrator shall promptly
forward any such notice to the Company. Dividends corresponding to a record
date occurring more than ten (10) days after the Administrator receives such
notice shall be sent directly to the participant. The Company may
terminate a participant's account at any time by mailing or otherwise
delivering written notice to the participant and the Administrator. Within
two weeks after termination of an account, the Administrator shall send the
participant certificates issued by the Company for the full Shares and any
uninvested cash payments in his or her account. In every case of termination,
the participant's interest in a fractional Share shall be converted to cash
at (i) the closing price, or (ii) in the absence of trading on such date, the
mean between the lowest bid and highest asked price for the Corporation's
common stock, each as reported on NASDAQ for the day of termination (or for
the previous business day if the date in not a business day). If a
participant disposes of all Shares registered in his or her name on the books
of the Company, the Administrator may in its discretion continue to reinvest
the dividends on Shares held in the participant's account or terminate
such participant's account. All notices to the Company shall be addressed
to:
Drovers Bancshares Corporation
Dividend Reinvestment and Stock Purchase Plan
30 South George Street
York, Pennsylvania 17401
All notices to the Administrator shall be addressed to:
Registrar & Transfer Company
10 Commerce Drive
Cranford, NJ 07016
14. Any Shares distributed by the Company on account of stock dividends
or splits on Shares held by the Administrator shall be credited to the
participant's account. Shares available for issuance pursuant to the Plan
shall likewise be adjusted to give effect to stock dividends and splits.
In the event the Company makes available to its shareholders rights to
purchase additional Shares or any other securities, or if any party makes a
tender offer for Company Shares, each participant shall receive directly any
such rights or offer.
15. Neither the Administrator nor the Company shall be liable
hereunder for any act performed by it in good faith or for any good faith
omission to act, including, without limitation, any claim of liability
(1) arising out of failure to terminate the participant's account; (2) with
respect to the prices at which Shares are purchased for the participant's
account and the times such purchases are made, the decision whether to
purchase Shares of stock on the open market or from the Company, fluctuations
in the market value of the Shares, and (3) any matters relating to the
operation or management of the Plan.
16. The terms and conditions of the Plan shall be governed by the
laws of the Commonwealth of Pennsylvania and the rules and regulations of the
Securities and Exchange Commission. The Company reserves the right to
alter the terms and conditions of or terminate this Plan at any time upon
written notice thereof sent to each participant.
EXHIBIT 5 and 23.2
Paul G. Mattaini, Esquire
Direct Dial Number (717)399-1519
December 29, 1998
Drovers Bancshares Corporation
30 South George Street
York, PA 17401
Re: Drovers Bancshares Corporation, Inc. (the "Corporation")
Dividend Reinvestment and Stock Purchase Plan,
Registration Statement on Form S-3
Ladies and Gentleman:
We have acted as counsel to the Corporation in connection with the
above-referenced Registration Statement on Form S-3 which is to be
filed with respect to the Drovers Bancshares Corporation Dividend
Reinvestment and Stock Purchase Plan (the "Plan"), and have examined
all documents, transactions and questions of law which we have deemed
necessary and appropriate for purposes of rendering the following
opinion.
Based on our examination, it is our opinion that, when the
Registration Statement of Form S-3 becomes effective under the
Securities Act of 1933, those shares of $3.33 par value Common Stock of
the Corporation issued or distributed thereunder and paid for in
accordance with the terms of the Plan will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the reference to our firm and to this opinion
appearing in the prospectus filed as part of the Registration Statement
on Form S-3, as well as any amendments or supplements thereto, and we
further consent to the use of this opinion as an exhibit to such
registration statement.
Sincerely,
BARLEY, SNYDER, SENFT & COHEN. LLC
/s/ Paul G. Mattaini
Paul G. Mattaini
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated January 16, 1998 accompanying the
consolidated financial statements of Drovers Bancshares Corporation and
Subsidiaries appearing in the 1997 Annual Report to its shareholders
and accompanying the schedules included in the Annual Report on Form
10-K for the year ended December 31, 1997 which are incorporated by
reference in this Registration Statement - Form S-3. We consent to the
incorporation by reference in the Registration Statement of the
aforementioned reports and to the use of our name as it appears under
the caption "Experts".
/s/ Stambaugh-Ness, P.C.
York, Pennsylvania
December 28, 1998
