AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 28, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARROW FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York
(State of Incorporation)
22-2448962
(I.R.S. Employer Identification Number)
250 Glen Street
Glens Falls, New York 12801
(518) 745-1000
(Address and telephone number of Registrant's principal executive offices)
Thomas L. Hoy
President and Chief Executive Officer
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
(518) 745-1000
(Name, address and telephone number of agent for service)
_______________________
Copies to:
Thomas B. Kinsock, Esq.
Stinson, Mag & Fizzell, P.C.
100 South Fourth Street, Suite 700
St. Louis, MO 63102
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
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, please check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered
Common stock $1.00 par value per share
Amount
To Be
Registered (1)
200,000
Proposed Maximum
Offering Price
Per Share (2)
$26.6875
Proposed Maximum
Aggregate Offering
Price
$5,337,500
Amount of
Registration
Fee (3)
$1,483.83
(1) Represents maximum number of shares authorized to be sold under the
Registrant's Automatic Dividend Reinvestment Plan. Includes, for each share
of common stock, one attached share purchase right, pursuant to the
Registrant's Shareholder Protection Rights Plan dated April 30, 1997.
(2) Estimated solely for the purpose of calculating the registration
fee. Such estimate has been calculated in accordance with Rule 457(c) under
the Securities Act of 1933, and is based upon the average of the bid and asked
price as reported on the Nasdaq National Market System on June 24, 1999.
(3) The registration fee has been calculated pursuant to Section 6(b)
of the Securities Act of 1933 as follows: 0.0278% of $5,337,500, the Proposed
Maximum Aggregate Offering Price of the shares registered hereby.
Arrow Financial Corporation
Automatic Dividend Reinvestment Plan
This Prospectus describes the Arrow Financial Corporation
Automatic Dividend Reinvestment Plan. The Plan offers shareholders
a convenient and economical way to acquire additional Common
Stock of Arrow Financial Corporation without paying any brokerage
commissions or service charges.
For shareholders who participate, all cash dividends paid on
their shares of Arrow Common Stock are automatically invested for
them in additional shares of Arrow Common Stock. Participants also
may make optional cash contributions to the Plan to purchase
additional Arrow shares.
Participation in the Plan is entirely voluntary. You may join at
any time and terminate whenever you wish.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved these
securities or has determined if this Prospectus is accurate or
adequate. Any representation to the contrary is a criminal offense.
Plan accounts are not savings accounts, deposit accounts or
obligations of a bank. Thus, Plan accounts are not insured by the
FDIC, SIPC or any other government agency, and may lose value.
There is no bank guarantee of your Plan account or the securities in
your account.
Prospectus
June 28, 1999
TABLE OF CONTENTS
Information about Arrow Financial Corporation 1
Benefits of the Plan to Shareholders 2
Administrator 2
Inquiries 2
Enrolling in the Plan 3
Investment Options 3
How the Plan Purchases Shares; Pricing of Shares 4
Shares Held in Plan Accounts 6
Sale, Withdrawal or Transfer
of Shares in Your Plan Account 7
No Commissions 8
Terminating Your Account 8
Responsibilities of Arrow 9
U.S. Federal Income Tax Information 9
Available Information 10
Information about Arrow Financial Corporation
Arrow Financial Corporation is a bank holding company. Our
business is primarily owning, supervising and controlling our banking
subsidiaries. We own two nationally chartered banks in New York -
Glens Falls National Bank and Trust Company, headquartered in
Glens Falls, and Saratoga National Bank and Trust Company, located
in Saratoga Springs.
Our banks serve their home towns and the communities in
Northeastern New York State through a network of 24 banking
offices. We also offer electronic banking services, including
automated teller machines and point-of-sale terminals. Our banks are
full service commercial banks. They provide a broad range of
financial products, including trust services, demand and time deposit
accounts and mortgage, consumer and commercial loans.
Arrow Financial Corporation is a publicly traded company.
Therefore, a great deal of information regarding our company is
available. The following are some of the documents available to help
you learn about our company:
Our Annual Review for Shareholders
Our Proxy Statement
Our Quarterly and Annual Filings with the SEC (Forms
10-Q and 10-K)
You may receive copies of these reports and other documents
incorporated by reference in this Prospectus at no charge by
contacting:
Investor Relations
Arrow Financial Corporation
250 Glen Street
Glens Falls, NY 12801
We also invite you to visit our web site at
www.arrowfinancial.com
The shares of Common Stock of Arrow Financial Corporation
are traded on the NASDAQ National Market System. Our ticker
symbol is AROW.
<PAGE>
Benefits of the Plan to Shareholders
1. No Service Charges or Sales Commissions - Arrow pays all
administrative and service charges associated with the Plan as
well as all brokerage commissions on your purchases and sales
of shares through the Plan.
2. Full Investment of Funds - The Plan permits fractional as well
as full shares to be credited to your account.
3. Added Income - Fractional shares, like full shares, earn
dividends.
4. Simplified Record Keeping - All paper work is done for you,
and you receive a detailed quarterly statement.
Administrator
Arrow or one of its subsidiary banks will administer the Plan
and act as agent for shareholders who participate, subject to the
limitations imposed by law. Arrow has designated American Stock
Transfer and Trust Company to serve as the Plan's Purchasing Agent.
The Purchasing Agent oversees purchases and sales of Arrow stock
for the Plan and maintains Plan accounts for participants.
Inquiries
For general information about the Plan and how it works
contact:
Arrow Financial Corporation - Investor Relations: 1-
518-745-1000, Ext. 307
For information concerning your own Plan account contact:
American Stock Transfer and Trust Company: 1-800-
278-4353; or 1-718-921-8283
Written correspondence concerning general provisions of the
Plan (including whether you are eligible to participate) should be
directed to Arrow at the following address:
Arrow Financial Corporation
Automatic Dividend Reinvestment Plan
250 Glen Street
Glens Falls, New York 12801
Written correspondence concerning your individual Plan
account (including questions on how you can make optional cash
contributions) should be directed to:
American Stock Transfer and Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
Enrolling in the Plan
Both existing shareholders of Arrow and persons who are not
existing shareholders of Arrow are eligible to participate in the Plan.
Existing shareholders may join as follows:
If you already own shares of Arrow Common Stock
and the shares are registered in your name, you may join the
Plan at any time by completing an Enrollment Card and
mailing it to the address on the card. You do not need to send
your stock certificates to the Plan or Plan Administrator in
order to enroll.
If you own shares of Arrow Common Stock but the
shares are not registered in your name (for example, if your
shares are held in a brokerage or trust account and are
registered in the broker's or trustee's name), you should
contact whoever holds the shares for you and direct that
person to re-register some or all of your Arrow shares in your
name. You then can join the Plan by returning a completed
Enrollment Card to the address on the card.
Persons who are not existing shareholders of Arrow may
join as follows:
You may make your initial purchase of Arrow stock
and simultaneously enroll in the Plan through a cash
contribution of $300 or more to the Plan. You should send
your cash contribution (payable by check or money order) and
a completed Enrollment Card to the address on the card.
When you enroll, your participation will automatically include
all shares of Arrow Common Stock registered in your name at that
time.
Investment Options
Dividend Reinvestment: Once you enroll in the Plan, all cash
dividends paid on your Arrow shares (including the shares previously
acquired and held for you in your Plan account) will be invested in
additional shares of Arrow Common Stock.
Historically, Arrow's cash dividend payment dates have been
on or around the 15th day of March, June, September, and December
of each year (assuming dividends are being paid). The record dates
for dividends are approximately 15 days prior to the payment dates.
If you have questions about a record date or a payment date for a
dividend, please call Arrow's Investor Relations at 1-518-745-1000,
Ext. 307.
If you are contemplating enrolling in the Plan prior to an
anticipated cash dividend for Arrow stock, your Enrollment Card must
be received prior to the record date for that dividend.
Optional Cash Contributions: If you are enrolled in the Plan,
you also may make optional cash contributions to the Plan at your
discretion. Your cash contributions will be invested in additional
shares of Arrow Common Stock and held in your Plan account. Your
cash contributions may be up to $10,000 per calendar quarter, with a
minimum contribution for any month of $100.
Optional cash contributions from participants will be invested
on a monthly basis, generally on or shortly after the first day of each
month. In order for your contribution to be invested on or about the
first day of a particular month, it must be received by American Stock
Transfer and Trust Company by the last business day of the preceding
month. Please time your mailings of optional cash contributions
accordingly.
Your optional cash contributions may be invested either by
check or money order or by automatic withdrawal from a bank
account:
1. By check or money order: Your check for any optional
cash contribution should be made payable to American Stock Transfer
and Trust Company. Please do not send cash. You may not sell or
withdraw shares purchased by check for a period of fifteen (15) days
from the receipt of the check. This limitation on withdrawal or sale
may be waived in individual cases by Arrow in its sole discretion.
2. By automatic withdrawal from a bank account: If you
wish to make regular monthly purchases, you can do so by authorizing
an automatic monthly withdrawal from your bank account. This
feature enables you to make ongoing investments without writing a
check. Funds will be deducted from your bank account on the second
to last business day of each month. Please allow 4 to 6 weeks for the
first automatic monthly withdrawal to be initiated. You must notify
American Stock Transfer and Trust Company to change or terminate
the automatic withdrawal
For further information on how to establish an automatic
monthly withdrawal from your bank account, contact American Stock
Transfer and Trust Company.
How the Plan Purchases Shares; Pricing of Shares
All shares of Arrow Common Stock acquired under the Plan
are purchased by the Plan's Purchasing Agent, American Stock
Transfer and Trust Company. Shares may be purchased on the open
market or directly from Arrow, as determined from time to time by the
Administrator of the Plan (Arrow).
<PAGE>
Shares Purchased on the Open Market
When the Purchasing Agent acquires shares for the Plan in the
open market, it has sole authority to determine the exact timing of the
purchases and in selecting the broker/dealer making the purchases.
Neither Arrow nor any participant in the Plan has the ability to control
or influence the timing of purchases or the selection of broker/dealers.
Generally, purchases on the market begin on or immediately
after the investment date. For reinvested dividends, this is the
dividend payment date; for optional cash contributions or initial
investments in the Plan by new shareholders, this is the 1st day of each
month.
When the Purchasing Agent commences market purchases on
an investment date, it aggregates all reinvested dividends for that date
or all cash payments received by it on or before that date. The
Purchasing Agent may extend its market purchases over a period of time
after the investment date not to exceed 30 days, if and as permitted by
law. Therefore, you will not be able to time with precision any market
purchases of shares for your account and will bear the market risk
associated with short-term fluctuations in the price of Arrow stock.
The stock price may go up or down before the Purchasing Agent
completes its purchases of stock with your funds and the commingled
funds of other participants after an investment date. In addition, you
will not earn interest on any funds sent by you to the Purchasing
Agent prior to the time those funds are invested in shares.
When the Purchasing Agent buys shares on the open market
after an investment date, all participants whose reinvested dividends
or whose contributed funds were commingled on that investment date
shall be deemed to have paid the same price per share for their new
shares of Arrow stock. The price per share shall be the average price
for all shares acquired by the Purchasing Agent on the open market
with those commingled funds.
Arrow is not responsible for the price paid for shares acquired
on the open market for participants' accounts.
Shares Purchased From Arrow
If the Purchasing Agent acquires shares for the Plan directly
from Arrow, all purchases will take place on the investment date. For
reinvested dividends, this is the dividend payment date. For optional
cash contributions, the investment date is the 1st day of each month.
The price per share for all shares acquired from Arrow on that date
will be the average closing price of Arrow stock for the three (3)
trading days immediately preceding the investment date, rounded to
four (4) decimal places.
Shares acquired by the Plan directly from Arrow may be
authorized but unissued shares or treasury shares. Arrow intends to
use any proceeds derived from sales of shares to the Plan for general
corporate purposes.
Stock Dividends
Arrow may declare and pay stock dividends from time to time.
If you are participating in the Plan, stock dividends paid on your
Arrow shares, including shares held in your Plan account, will be
credited directly to your Plan account.
Possible Suspensions of Purchases
On occasion, purchases of Arrow shares for the Plan may be
temporarily suspended for legal reasons. Neither Arrow nor the
Purchasing Agent shall be held accountable for any such suspension.
Shares Held in Plan Accounts
In Whose Name Are Shares Registered?
The Purchasing Agent normally will register in its own name,
or in the name of its nominee, all shares of Arrow Common Stock
purchased for and held in your Plan account. Thus, you will not
normally receive stock certificates for the shares acquired for your
Plan account.
If you submit a written request, however, American Stock
Transfer and Trust Company will send you a stock certificate for some
or all of the shares in your account, registered in your name. In such
cases, the shares will still participate in the Plan, unless you
simultaneously terminate your participation. No certificates for
fractional shares will be issued.
Voting
You will control the voting of all Arrow shares held in your
Plan account. The shares will be voted by the Plan Administrator or
its nominee in accordance with your instructions. When Arrow
distributes proxy materials to its shareholders, the Plan Administrator
will forward a set of the materials to you, including a form of proxy
reflecting the number of shares you own through the Plan. You may
return the proxy directly to us and your Plan shares will be voted as
you instruct.
Other Shareholder Rights
You will not lose any rights you have as an Arrow shareholder
by participating in the Plan. If shareholders are given choices in
exercising their rights, the Plan Administrator or Purchasing Agent
will act in accordance with your instructions in enabling you to
exercise your rights for all shares in your Plan account as you choose.
In the event that the stock purchase rights currently attached to all
shares of Arrow Common Stock are redeemed, the amounts paid for
shares held in your Plan account will be invested in additional shares
of Arrow stock, unless you direct otherwise.
Account Statements
After each investment is made on your behalf under the Plan,
you will receive an account statement from American Stock Transfer
and Trust Company. The statement will disclose the total amount
invested, price per share and number of shares purchased in the most
recent transaction, as well as other account information.
<PAGE>
Sale, Withdrawal or Transfer of Shares in Your Plan Account
Sales
You can sell Arrow shares held in your Plan account by
notifying American Stock Transfer and Trust Company. They will
effect the sale of your shares on the open market as soon as
practicable after receiving your instruction. American Stock Transfer
and Trust Company will have sole authority over the precise timing of
the sale and selection of the broker/dealer executing the sale.
Therefore, you will not be able to time with precision sales of shares
from your account and will bear the market risk associated with any
short-term fluctuation in the price of Arrow stock.
Sales of shares for Plan participants occurring in any one
trading day may be aggregated by American Stock Transfer and Trust
Company, and the sale price for each selling participant that day will
be the weighted average price of all shares sold that day. You will
receive the proceeds of the sale less any required tax withholdings
directly from American Stock Transfer and Trust Company.
Of course, if you wish to sell some or all of your Plan shares
through a stockbroker of your choice, you may withdraw the shares
from the Plan and proceed with your sale.
Withdrawals
You may withdraw shares from your account by sending a
request for withdrawal to American Stock Transfer and Trust
Company, specifying the number of shares you wish to withdraw.
Withdrawn shares will not continue to participate in the Plan, whereas
remaining shares in your account will continue to participate. A
request for withdrawal of all Plan shares will be treated as a notice of
termination of account. Withdrawals may be subject to procedures
adopted by the Plan Administrator.
Gifts
You may also use the Plan to make gifts of shares to anyone
you choose, whether or not the intended recipient (donee) is a current
participant in the Plan or wishes to become a participant.
1. If your donee already participates in the Plan, you may
either transfer shares directly from your account to the donee's
account or make an optional cash contribution to the donee's account.
2. If your donee does not currently participate in the Plan
but wishes to open an account, you may either transfer shares directly
from your account into a new account established for the donee or
make an initial cash contribution.
3. If your donee is not a participant and does not wish to
become one, you may transfer any number of shares out of your Plan
account to the donee.
If you wish to transfer shares from your account to a Plan
account of your donee, or to your donee directly, you must transfer
a whole number of shares unless you transfer your entire Plan account.
In order to transfer the ownership of all or a part of the whole
shares of Arrow stock held in your Plan account, you must mail to
American Stock Transfer and Trust Company a transfer request form
along with a properly signed stock power. The stock power form can
be obtained from American Stock Transfer and Trust Company, a
bank, or a stock broker. You must have your signature guaranteed by
a financial institution participating in the Medallion Guarantee
program. The Medallion Guarantee program insures that the
individual signing the certificate is, in fact, the registered owner as it
appears on the stock certificate or stock power.
American Stock Transfer and Trust Company will send the
recipients of gifts a notice of such transfer.
If your request to transfer shares out of your account is
received during the 3 business days prior to a dividend record date,
the processing of your request may be held until your account is
credited with reinvested dividends. This holding period could be as
long as 4 weeks.
No Commissions
Shareholders who participate in the Plan pay no brokerage
commissions or fees for any purchases or sales of stock for their Plan
accounts. There are no fees for any distributions of shares or stock
certificates to participants. All expenses of the Plan are borne by
Arrow.
Terminating Your Account
You may terminate your participation in the Plan at any time
by sending a written notice to American Stock Transfer and Trust
Company. Termination will be effective upon their receipt of your
notice. Arrow, as Plan Administrator, also may terminate your
account at any time by written notice mailed to you. All cash
dividends with a record date after your termination date will be sent
directly to you.
What Happens to Your Shares
Upon termination, certificates for full Arrow shares will be
issued in your name. If you choose, however, the shares will be sold
by American Stock Transfer and Trust Company and the proceeds
sent to you. Sales may be aggregated with other sales occurring that
day for other Plan participants, with all participants to receive the
same weighted average price for all shares sold that day. Fractional
shares will be automatically converted to cash based on the current
market price of Arrow stock, and the proceeds remitted to you.
You also may elect upon termination to leave your shares in
your Plan account indefinitely; if so, subsequent cash dividends will be
sent directly to you and subsequent stock dividends on shares in your
Plan account will be credited to your account.
What If You Sell All Your Arrow Shares That Are Not in Your
Account
If you are a Plan participant but dispose of all Arrow shares
registered in your name, Arrow may, at its option, terminate your
account and distribute to you all shares then held in your account.
Otherwise, your account will continue and dividends subsequently
paid on the shares in your account will be reinvested in additional
shares.
Responsibilities of Arrow
Arrow, as Plan Administrator, is not liable for any act or
failure to act on its part, if the act or failure to act was not knowingly
wrongful. Arrow also is not liable (1) for failing to terminate a
participant's account when the participant dies if Arrow doesn't know
of the death, (2) for the price at which shares are purchased or sold
for a participant's account, or (3) for the timing of purchases or sales
for a participant's account.
Arrow cannot guarantee you a profit or protect you against a
loss on the shares you purchase under the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends is at the discretion of
Arrow's Board of Directors. In deciding upon dividends, the Board
considers current and expected future earnings, the financial condition
of Arrow and other factors. If cash dividends are suspended for any
period of time, the Plan also will be suspended and optional cash
contributions will not be accepted or invested.
Arrow reserves the right to suspend, change or terminate the
Plan at any time. Arrow also reserves the right to suspend or
terminate Plan participation by any shareholder at any time. In either
case, Arrow will notify you in writing. Your pre-existing Plan
account will not be negatively affected by such action.
U.S. Federal Income Tax Information
The following is a summary of the general U.S. Federal
income tax consequences for individuals participating in the Plan.
This summary is not a comprehensive summary of all the U.S. Federal
income tax considerations that may be relevant to a participant in the
Plan. This summary is based on the laws in effect at the time of the
preparation of this document. Such laws may be changed before the
taxable events described actually occur. Therefore, you are urged to
consult your tax advisor regarding the consequences of participation
in the Plan. No information is provided with respect to state, local or
foreign tax consequences of participation in the Plan.
Reinvested Dividends
Cash dividends reinvested under the Plan will be taxable as
having been received by you even though you have not actually
received them in cash. Cash dividends are generally considered
ordinary income and not eligible to be treated as capital gains. You
will receive an annual statement from American Stock Transfer and
Trust Company indicating the amount of reinvested dividends
reported to the IRS as dividend income.
Plan Costs and Fees
Brokerage commissions, if any, incurred by Arrow on behalf
of you and other Plan participants will be reported as additional
taxable income to you and other participants on a pro rata basis. By
contrast, you and other participants should not be treated as receiving
additional taxable income as a result of other fees or costs paid by
Arrow as Administrator of the Plan, including fees paid to American
Stock Transfer and Trust Company. There is no assurance, however,
that the IRS will concur with this position. Arrow does not currently
intend to seek formal advice from the IRS on this issue.
Contribution or Withdrawal of Shares
You will not realize gain or loss for U.S. Federal income tax
purposes upon the transfer of shares into the Plan or the withdrawal
of shares from the Plan.
Sale of Plan Shares; Tax Basis, Holding Period
Generally, you will realize gain or loss upon the sale of your
shares (including the receipt of cash for fractional shares) held in the
Plan. Your tax basis in any shares purchased under the Plan will be
equal to the amount you paid for such shares plus the amount of
income (if any) recognized on account of any trading fees paid by
Arrow on your behalf. The holding period for determining whether
you have long-term or short-term capital gain or loss upon a
subsequent sale of shares purchased under the Plan commences on the
date the shares are purchased by you.
Backup Withholding
Plan participants who are subject to the backup withholding
requirements of the Internal Revenue Code will generally have
deducted and withheld from any dividends an amount equal to 31%
of such payments. Plan participants who are non-resident aliens or
non-U.S. corporations, partnerships or other entities generally are also
subject to a withholding tax on dividends paid on shares held for such
person in the Plan. The withholding rate for such a foreign person
generally is equal to 30% of the dividends paid unless reduced by
treaty between the U.S. and the country in which such participant
resides. Accordingly, the amount of any dividends, net of the
applicable withholding tax, will be credited to participant Plan
accounts for the investment in additional Arrow common stock.
Available Information
Arrow Filings
Arrow files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or
other information Arrow files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Arrow's SEC filings are also available to the
public from commercial document retrieval services and at the website
maintained by the SEC at "http://www.sec.gov."
Incorporated Documents
Arrow is permitted to "incorporate by reference" into this
Prospectus the information Arrow files with the SEC. This means that
Arrow can disclose important information to you by referring you to
those other documents, both documents filed in the past and
documents to be filed in the future. The information incorporated by
reference is considered to be part of this Prospectus, and later
information filed with the SEC will update and supersede this
information. The documents listed below and any future filings made
with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until the Plan is terminated comprise
the incorporated documents:
(a) Arrow's latest annual report on Form 10-K;
(b) All other reports filed by Arrow pursuant to
Section 13 or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual
report referred to in (a) above (e.g.,
Forms 10-Q and 8-K); and
(c) The description of Arrow's common stock
which is contained in the registration statement filed by Arrow
under Section 12 of the Exchange Act,
including any amendment or report
filed for the purpose of updating such
description.
At your request, Arrow will send you at no charge a copy of
any or all of these incorporated documents (other than certain
exhibits). Written requests should be directed to Investor Relations,
Arrow Financial Corporation, 250 Glen Street, Glens Falls, New York
12801. Telephone requests for copies may be directed to: (518) 745-
1000, Ext. 307, Investor Relations.
Legal Matters
Certain legal matters relating to the Plan and this Prospectus
have been reviewed for Arrow by Stinson, Mag & Fizzell, a
professional corporation.
Independent Accountants
The financial statements of Arrow that are incorporated by
reference into this Prospectus from Arrow's Form 10-K have been
audited by KPMG LLP, independent certified public accountants, as
indicated in their report relating to such financial statements. These
financial statements are included in this Prospectus in reliance upon
the authority of said firm as experts in accounting and auditing.
In deciding whether you will participate in the Plan and
purchase Arrow stock through the Plan, you should rely only on
this Prospectus, any Prospectus supplement, and the
incorporated Arrow documents. Arrow has not authorized
anyone to provide you with different or additional information.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee $ 1,483.83
Printing Expenses $ 3,500.00
Accountants' Fees $ 3,000.00
Legal Fees and Expenses $ 20,000.00
Miscellaneous Expenses $ 500.00
__________
Total $ 28,483.83
Item 15. Indemnification of Directors and Officers.
Sections 721-725 of the New York Business Corporation Law
generally provide for or permit a corporation to indemnify the
directors and officers against liabilities they may incur in such
capacities provided certain standards are met, including good faith and
the reasonable belief that the particular action was in, or not opposed
to, the best interests of the corporation.
The Registrant's Certificate of Incorporation provides that
directors and officers of the Registrant shall be indemnified, to the
fullest extent permitted by the Business Corporation Law, against
judgments, fines, amounts paid in settlement and reasonable expenses
(including attorneys' fees) incurred by them in connection with actions
to which they are, or are threatened to be made, parties. If a director
or officer is not successful in the defense of an action, he is entitled to
indemnification, under the Registrant's Certificate of Incorporation
and the relevant provisions of law, if ordered by a court or if the
Board of Directors, acting upon the written opinion of independent
legal counsel, determines that the director or officer acted in good
faith for a purpose which he reasonably believed to be in the best
interests of the Registrant, and, in criminal actions, had no reasonable
cause to believe his conduct was unlawful. In connection with actions
by or in the right of the Registrant (derivative suits) as to which the
director or officer is not successful, indemnification is permitted for
expenses and amounts paid in settlement only if and to the extent that
a court of competent jurisdiction deems proper, and indemnification
for adverse judgments is not permitted.
Under the Registrant's Certificate of Incorporation and
applicable provisions of law, the Board of Directors or the Registrant
may advance expenses to a director or officer before final disposition
of an action or proceeding upon receipt of an undertaking by the
director or officer to repay the amount advanced if he is ultimately
found not to be entitled to indemnification with respect thereto.
The Registrant's Certificate of Incorporation also provides that
to the fullest extent permitted by law, subject only to the express
prohibitions on limitation of liability set forth in Section 402(b) of the
Business Corporation Law, a director of the Registrant shall not be
liable to the Registrant or its shareholders for monetary damages for
any breach of duty as a director.
Pursuant to policies of directors' and officers' liability insurance
with total annual limits of $7.5 million the directors and officers of the
Registrant and its subsidiary banks are insured, subject to the limits,
exceptions and other terms and conditions of such policy, against
liability for claims made against them for any actual or alleged error
or misstatement or misleading statement or act or omission or neglect
or breach of duty while acting in their individual or collective
capacities as directors or officers of such entities.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement is included on page E-1.
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:
(i) To include any
prospectus required by
Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or
events arising after the
effective date of this
registration statement
(or the most recent
post-effective
amendment hereof)
which, individually or
in the aggregate,
represent a
fundamental change in
the information set
forth in this
registration statement.
Notwithstanding the
foregoing, any increase
or decrease in the
volume of securities
offered (if the total
dollar value of
securities offered
would not exceed that
which was registered)
and any deviation from
the low or high end of
the estimated
maximum offering
range may be reflected
in the form of
prospectus filed with
the Commission
pursuant to Rule
424(b) if, in the
aggregate, the changes
in volume and price
represent no more than
a 20 percent change in
the maximum
aggregate offering
price set forth in the
"Calculation of
Registration Fee" table
in the effective
registration statement;
(iii) To include any material
information with
respect to the plan of
distribution not
previously disclosed in
this registration
statement or any
material change to
such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in this 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.
(5) 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 foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Arrow Financial Corporation 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
Glens Falls, State of New York, on the 21st day of June, 1999.
ARROW FINANCIAL
CORPORATION
By: /s/ Thomas L. Hoy
Name: Thomas L. Hoy
Title: President & 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.
Signature Title Date
/s/ Thomas L. Hoy President, Chief Executive June 21, 1999
Thomas L. Hoy Officer and Director
(Principal Executive Officer)
/s/ John J. Murphy Executive Vice President, June 21, 1999
John J. Murphy Treasurer & Chief Financial
Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ John J. Carusone, Jr. Director June 21, 1999
John J. Carusone, Jr.
/s/ Michael B. Clarke Director June 21, 1999
Michael B. Clarke
/s/ Kenneth C. Hopper, M.D. Director June 21, 1999
Kenneth C. Hopper, M.D.
/s/ Dr. Edward F. Huntington Director June 21, 1999
Dr. Edward F. Huntington
/s/ David G. Kruczlnicki Director June 21, 1999
David G. Kruczlnicki
/s/ Michael F. Massiano Director June 21, 1999
Michael F. Massiano
/s/ David L. Moynehan Director June 21, 1999
David L. Moynehan
/s/ Doris E. Ornstein Director June 21, 1999
Doris E. Ornstein
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Shareholder Protection Rights Agreement dated as of May,
1997, between Arrow Financial Corporation and Glens Falls
National Bank and Trust Company, as Rights Agent,
previously filed as Exhibit 4 to the Registrant's Registration
Statement on Form 8-A, dated May 16, 1997, and
incorporated herein by reference.
5.1 Opinion of Stinson, Mag & Fizzell regarding the legality of the
securities being registered.
23.1 Consent of KPMG LLP, Certified Public Accountants.
23.2 Consent of Stinson, Mag & Fizzell (included in Exhibit 5.1).
[LETTERHEAD OF STINSON, MAG & FIZZELL]
June 28, 1999
Board of Directors
Arrow Financial Corporation
250 Glen Street
Glens Falls, New York 12801
Re: Registration Statement on Form S-3
Automatic Dividend Reinvestment Plan
Gentlemen:
We have served as counsel to Arrow Financial Corporation,
Glens Falls, New York (the "Company"), in connection with the
preparation and filing of a registration statement (and included
prospectus) on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, registering the offer and sale of up to two
hundred thousand (200,000) shares of common stock of the
Company, par value $1.00 per share (the "Shares"), through the
Arrow Financial Corporation Automatic Dividend Reinvestment Plan
(the "Plan").
We have assisted the Company in the most recent amendment
of the Plan, effective April 14, 1999, and in the preparation of the
Registration Statement and included prospectus.
In rendering the opinions contained herein, we have examined
such corporate records of the Company, such laws and such other
information as we have deemed relevant, including the Company's
Certificate of Incorporation, as amended, and Bylaws, as amended,
certain resolutions adopted by the Board of Directors of the Company
relating to the Plan and certificates received from state officials and
from officers of the Company. In delivering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted to
us by officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation
duly incorporated, validly existing and
in good standing under the laws of the
State of New York.
2. All Shares offered and sold
through the Plan, if any, that are
authorized but unissued shares of the
Company immediately prior to such
sale, if offered and sold in accordance
with the Plan, will be validly issued and
outstanding and will be fully paid and
nonassessable.
We consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the use of our name in the
Registration Statement. We also consent to the filing of copies of this
opinion letter as an exhibit to the Registration Statement as filed with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and sale of
the Shares pursuant to the Plan.
Very truly yours,
/s/ STINSON, MAG & FIZZELL
STINSON, MAG & FIZZELL
Exhibit 23.1
The Board of Directors
Arrow Financial Corporation:
We consent to incorporation by reference in the
registration statement on Form S-3 of Arrow
Financial Corporation relating to the Arrow
Financial Corporation Automatic Dividend
Reinvestment Plan, of our report dated January 22,
1999, relating to the consolidated balance sheets
of Arrow Financial Corporation and subsidiaries as
of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in
shareholders' equity and cash flows for each of the
years in the three-year period ended December 31,
1998, which report appears in the December 31, 1998
annual report on Form 10-K of Arrow Financial
Corporation.
/s/ KPMG LLP
------------------
KPMG LLP
Albany, New York
June 23, 1999
