SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT 1934
For the transition period from ____________________ to __________________
Commission file Number 0-16667
DNB FINANCIAL CORPORATION
(Exact Name of registrant as specified in its charter)
PENNSYLVANIA 23-2222567
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4 BRANDYWINE AVENUE, DOWNINGTOWN, PENNSYLVANIA 19335
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(610) 269-1040
Securities registered pursuant to Section 12 (b) of the Act
NOT APPLICABLE
Securities registered pursuant to Section 12 (g) of the Act
Common stock, par value $10.00 per share
(Title of class)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ] Yes [ ] No
As of March 23, 1998, the aggregate market value of the 1,382,766 shares of
Common Stock of the Registrant issued and outstanding on such date, excluding
154,258 shares beneficially owned by all directors and officers of the
Registrant as a group, was approximately $45.3 million. This figure is based on
the closing sales price of $32.75 per share of the Registrant's Common Stock on
March 20, 1998.
Number of shares of Common Stock outstanding as of March 23, 1998
1,451,661
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference
Parts I, III and IV - Proxy Statement for the Annual Meeting of Stockholders to
be held April 21, 1998. Parts II and IV - Annual Report to Stockholders for the
Year Ended December 31, 1997.
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) Documents filed as part of this report
(1.) The Annual Report to Stockholders of the Registrant for the
year ended December 31, 1997.
(2.) All schedules are omitted because they are not applicable or
the required information is shown in the financial
statements or notes thereto.
(3.) Exhibits, pursuant to Item 601 of Regulation S-K.
Exhibit Number Referred to
Item 601 of Regulation S-K Description of Exhibit
3A Articles of Incorporation filed on March
31, 1989, at Exhibit 3A to Form 10-K for
the fiscal year ended December 31, 1988
(No. 0-16667) and hereby incorporated by
reference
3B Amended By-laws of the Registrant filed
on January 8, 1990, at Item 7C to Form
8-K, date of report, January 3, 1990
(No. 0-16667) and hereby incorporated by
reference
3D Amended Articles of Incorporation filed
on May 2, 1990, at Item 7C to Form 8-K,
date of report, April 26, 1990 (No.
0-16667) and hereby incorporated by
reference
3E Amended by-laws of the Registrant filed
on July 20, 1990, at Item 7C to Form
8-K, date of report July 18, 1990 (No.
0-16667) and hereby incorporated by
reference
10 Employee agreement between Downingtown
National Bank and Henry F. Thorne, the
written description of which is
incorporated by reference to the Proxy
Statement for the Annual Meeting to be
held April 21, 1998
13 Annual Report to Stockholders for the
year ended December 31, 1997 (This
document shall be deemed to have been
"Filed" only to the extent of the
material incorporated herein by
reference)
21 List of Subsidiaries, Form 10-K for the
fiscal year ended December 31, 1997 (No.
0-16667) and hereby incorporated by
reference
22 Proxy Statement for the Annual Meeting
of Stockholders to be held April 21,
1998 and hereby incorporated by
reference
24 Consent of Independent Certified Public
Accountants dated March 23, 1998 to S-8
Registration Statement
27 Restated Financial Data Schedule for the
year ended December 31, 1996
(B) Reports on Form 8-K
Not applicable
(C) The exhibits required to be filed pursuant to this item are listed
above under Item 14(a)(3).
(D) Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DNB FINANCIAL CORPORATION
March 31, 1998
BY: /s/ Henry F. Thorne
Henry F. Thorne, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-K has been signed below by the following persons and on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Henry F. Thorne March 31, 1998
Henry F. Thorne, President,
Chief Executive Officer and Director
/s/ Bruce E. Moroney March 31, 1998
Bruce E. Moroney
Chief Financial Officer
(Principal Accounting Officer)
/s/ Robert J. Charles March 31, 1998
Robert J. Charles
Chairman of the Board
/s/ Thomas R. Greenleaf March 31, 1998
Thomas R. Greenleaf
Director
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<NAME> DNB FINANCIAL CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 5,980,258
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<FED-FUNDS-SOLD> 4,833,000
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