<PAGE> 1
As filed with the Securities and Exchange Commission on June 25, 1997
Registration No. 33-89094
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------------------------------------------
CCFNB BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
23-2254643
(I.R.S. Employer Identification No.)
232 East Street, Bloomsburg, Pennsylvania 17815
Telephone: (717) 784-4400
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Paul E. Reichart, President and Chief Executive Officer
CCFNB Bancorp, Inc.
232 East Street, Bloomsburg, Pennsylvania 17815
Telephone: (717) 784-4400
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
With a Copy To:
John B. Lampi, Esquire
Schnader Harrison Segal & Lewis
30 North Third Street, Suite 700, Harrisburg, Pennsylvania 17101
Telephone: (717) 231-4000
Approximate date of commencement of the proposed sale of securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If any of the 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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
Amount Proposed maximum Proposed Amount of
Title of each class of to be offering price maximum aggregate registration
securities to be registered registered per unit(1) offering price(1) fee(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 500,000 shares $15.00 $7,500,000 $2,586.23
$1.25 per share
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457(c), upon the average of the bid
and asked price of the shares of Registrant's common stock as of
January 31, 1995.
Index to Exhibits Found on Page R-12
<PAGE> 2
PROSPECTUS
500,000 Shares
CCFNB BANCORP, INC.
232 East Street
Bloomsburg, Pennsylvania 17815
---------------------------------------------------------------
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------------------------------------------------
Common Stock, Par Value $1.25 Per Share
-----------------------------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan")
described herein offers the holders of Common Stock, par value $1.25 per share,
(the "Common Stock") of CCFNB Bancorp, Inc. (the "Company") an opportunity to
reinvest automatically their dividends in shares of Common Stock. Moreover, each
shareholder participating in the Plan ("Participant") may also voluntarily
subscribe for additional shares of the Common Stock within the limitations
provided in the Plan.
Shares of Common Stock for the Plan will be made available by the
Company. The price per share of Common Stock purchased from the Company will be
the Fair Market Value, as that term is defined in the Plan, on each quarterly
dividend payment date. There will be no brokerage commissions or service charges
upon the purchase of shares under the Plan. The Company will bear all other
costs of administering the Plan.
It is recommended that this Prospectus be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR
HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK ARE NOT BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION (THE "FDIC") OR ANY OTHER
GOVERNMENTAL AGENCY AND INVOLVE INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is February 24, 1995,
as amended and supplemented on June 25, 1997.
1
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN DOCUMENTS
SUBSEQUENTLY INCORPORATED BY REFERENCE AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY
OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Page
Available Information................................................ 3
Incorporation of Certain Documents by Reference...................... 3
Prospectus Summary................................................... 4
If You Have Questions Concerning the Plan............................ 5
Investment Considerations............................................ 5
Uncertain Future Results........................................... 5
Limited Public Market for Common Stock............................. 6
Competition........................................................ 6
Future Issuances of Common Stock................................... 6
Reliance on Certain Existing Executive Officers.................... 6
Anti-takeover Provisions........................................... 7
Federal and State Government Regulation............................ 7
Management's Discretion in Allocation of Proceeds.................. 7
Description of the Dividend Reinvestment and Stock Purchase Plan..... 7
Purpose............................................................ 7
Advantages to Participants......................................... 8
Administration..................................................... 8
Participation...................................................... 8
Purchases.......................................................... 10
Voluntary Cash Payments............................................ 11
Reports to Participants............................................ 12
Dividends.......................................................... 12
Sale of Shares..................................................... 13
Voluntary Withdrawal from the Plan................................. 13
Termination of Participation in the Plan by the Company............ 14
Federal Income Tax Consequences.................................... 14
Other Information.................................................. 15
Use of Proceeds...................................................... 17
Description of Common Stock.......................................... 17
Common Stock....................................................... 17
Dividends.......................................................... 17
Anti-takeover Provisions........................................... 18
Principal Stockholders............................................... 19
Plan of Distribution................................................. 19
Legal Proceedings.................................................... 20
General............................................................ 20
Environmental Issues............................................... 20
Indemnification...................................................... 20
Legal Matters........................................................ 21
Experts.............................................................. 21
2
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's Regional Offices located
at Northwest Atrium Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60621-2511 and 75 Park Place, 14th Floor, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, the Company files such material electronically with the SEC. The SEC
maintains a Website that contains reports, proxy and information statements and
other information regarding companies that file electronically with the SEC. The
address of the SEC Website is http://www.sec.gov.
The Company has filed with the SEC a Registration Statement and a
Post-Effective Amendment on Form S-3 under the Securities Act of 1933, as
amended (the "1933 Act") with respect to the Common Stock being offered pursuant
to this Prospectus. This Prospectus omits certain information contained in the
Registration Statement and the Post-Effective Amendment pursuant to the rules
and regulations of the SEC, and reference is made to the Registration Statement
and the Post-Effective Amendment, including the exhibits thereto, for further
information with respect to the Company on the Common Stock offered hereby.
Statements contained in this Prospectus concerning the provisions of such
documents are necessarily summaries of such documents and each such statement is
qualified in its entirety by reference to the copy of the applicable document
filed with the SEC. Copies of the Registration Statement and the Post-Effective
Amendment and the exhibits thereto may be inspected without charge at offices of
the SEC, and copies of all or any portion thereof may be obtained from the SEC
upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's annual reports on SEC Forms 10-K or 10-KSB, as the case
may be, for the periods ended December 31, 1996, 1995 and 1994, previously filed
by the Company with the SEC, pursuant to the 1934 Act, are hereby incorporated
by reference into this Prospectus.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and
prior to the termination of the offering of the Common Stock under the Plan,
shall be deemed to be incorporated by reference into 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 shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained
3
<PAGE> 5
in this Prospectus or in any other subsequently filed document, which is also or
is deemed to be incorporated by reference, modifies or replaces such statement.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM
THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY AND ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS
PROSPECTUS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE DOCUMENTS THAT THIS PROSPECTUS
INCORPORATED). WRITTEN OR ORAL REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO:
OFFICE OF THE TREASURER, CCFNB BANCORP, INC., 232 EAST STREET, BLOOMSBURG,
PENNSYLVANIA 17815; TELEPHONE: (717) 387-4016.
PROSPECTUS SUMMARY
The following summary of this Prospectus is provided for your
convenience and is not intended to be complete. This summary is qualified in its
entirety by the detailed information set forth elsewhere in this Prospectus
including the documents incorporated by reference into this Prospectus.
THE COMPANY
The Company is a Pennsylvania business corporation and registered bank holding
company. The Company has one wholly-owned banking subsidiary, Columbia County
Farmers National Bank (the "Bank"). The Company's principal executive office is
located at 232 East Street, Bloomsburg, Pennsylvania 17815; telephone number:
(717) 784-4400.
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN: SECURITIES OFFERED
500,000 shares of the Common Stock pursuant to the terms and conditions of the
Dividend Reinvestment and Stock Purchase Plan described in question and answer
format beginning on page 6 of this Prospectus.
PURCHASE PRICE
The Fair Market Value of a share of the Common Stock on each quarterly dividend
payment date. See Question 12 for a definition of the term "Fair Market Value."
USE OF PROCEEDS
General corporate purposes, including investments in or advances to the Bank.
4
<PAGE> 6
TRANSFER AGENT AND REGISTRAR
American Stock Transfer and Trust Co., of New York, New York (the "Agent"), acts
as the transfer agent and registrar for the shares of the Common Stock of the
Company.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to the Agent:
<TABLE>
<S> <C>
By Regular Mail: By Hand, Courier or Registered Mail:
American Stock Transfer and Trust Co. American Stock Transfer and Trust Co.
Dividend Reinvestment Department Dividend Reinvestment Department
40 Wall Street, 46th Floor 6201 15th Avenue
New York, New York 10005 Brooklyn, New York 11219
</TABLE>
Please mention CCFNB Bancorp, Inc. in all your correspondence and, if
you are a participant in the Plan, give the number of your account. If you
prefer, you may call American Stock Transfer and Trust Co. for general questions
on shareholder services at 1-800-937-5449 and for dividend reinvestment plan and
voluntary cash payments at 1-800-278-4353.
INVESTMENT CONSIDERATIONS
The following investment considerations should be considered by
prospective Participants in deciding whether to purchase the Common Stock
offered hereby.
UNCERTAIN FUTURE RESULTS
Commercial banking is affected, directly and indirectly, by local,
domestic, and international economic and political conditions, and by government
monetary and fiscal policies. Conditions such as inflation, recession,
unemployment, volatile interest rates, tight money supply, scarce natural
resources, real estate values, international conflicts and other factors beyond
the control of the Company and the Bank, may adversely affect the potential
profitability of the Company and the Bank. Management does not expect any one
particular factor to affect the Bank's results of operations. A downward trend
in several areas, however, including real estate, construction and consumer
spending, could have an adverse impact on the Bank's ability to maintain or
increase profitability. Therefore, there is no assurance that the Company and
the Bank will be able to continue their current growth rates.
5
<PAGE> 7
LIMITED PUBLIC MARKET FOR COMMON STOCK
Shares of the Common Stock are traded in the over-the-counter market
and "bid" and "asked" quotations regularly appear on the Over-the-Counter
Bulletin Board system under the symbol "CCFN." As of May 30, 1997, there were 11
firms listed on the Over-the-Counter Bulletin Board system as market makers for
the Common Stock. There can be no assurance that the Common Stock will trade at
prices at or above the applicable price per share on each quarterly dividend
payment date. An inactive or illiquid trading market may have an adverse impact
on the market price of the Common Stock. Moreover, price fluctuations and the
trading volume in the Common Stock may not necessarily be dependent upon or
reflective of the performance of the Company.
COMPETITION
The Bank faces significant competition from many other banks, savings
institutions and other financial institutions which have branch offices or
otherwise operate in the Bank's market area, as well as many other companies now
offering a variety of financial services. Many of these competitors have
substantially greater financial resources than the Bank including a larger
capital base that allows them to attract customers seeking larger loans than the
Bank is able to make. There is no assurance that the Bank will continue to
compete successfully in its market area.
FUTURE ISSUANCES OF COMMON STOCK
Subsequent to the commencement of the Plan, the Board of Directors of
the Company will continue to have authority to issue additional shares of the
Common Stock. Any future issuances may result in dilution of the value of the
shares issued pursuant to the Plan.
RELIANCE ON CERTAIN EXISTING EXECUTIVE OFFICERS
The operations of the Company to date have been largely dependent on
existing management. The loss to the Company of one or more of its existing
executive officers could have a material adverse effect on the Company's
business and results of operations. For example, Paul E. Reichart has served as
the Company's and the Bank's President and Chief Executive Officer since 1985.
J. Jan Girton has served as the Executive Vice President, Chief Operating
Officer and Assistant Secretary of the Bank since 1987. As a result of Messrs.
Reichart's and Girton's active involvement and experience in the affairs of the
Bank, the Bank has depended upon, and continues to depend upon, their continued
employment. Towards that end, the Bank has entered into deferred compensation
agreements with Messrs. Reichart and Girton. The Bank does not maintain
employment agreements or key man insurance, other than as described above, with
respect to Messrs. Reichart and Girton.
6
<PAGE> 8
ANTI-TAKEOVER PROVISIONS
The Company's Articles of Incorporation, By-Laws and the Pennsylvania
Business Corporation Law contain certain provisions which may make more
difficult or discourage a non-negotiated merger, tender offer or a proxy contest
for control of the Company, the assumption of control of the Company by a holder
of a large block of Common Stock and the removal of the Company's management,
even if such transactions might be generally favorable to the interests of some
stockholders. See "DESCRIPTION OF COMMON STOCK - Anti-takeover Provisions."
FEDERAL AND STATE GOVERNMENT REGULATION
The operations of the Company and the Bank are heavily regulated and
will be affected by present and future legislation and by the policies
established from time to time by various federal and state regulatory
authorities. In particular, the monetary policies of the Federal Reserve Board
have had a significant effect on the operating results of banks in the past and
are expected to continue to do so in the future.
MANAGEMENT'S DISCRETION IN ALLOCATION OF PROCEEDS
The net proceeds of the sale of the shares of the Common Stock pursuant
to the Plan will be used for general corporate purposes to support the growth
and expansion of the Company and the Bank. Management, however, has discretion
in determining the actual manner in which net proceeds will be applied. The
precise use, amounts and timing of the application of proceeds will depend upon,
among other things, the funding requirements of the Bank, the availability of
other funds, and the existence of business opportunities. See "USE OF PROCEEDS."
DESCRIPTION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following is a description, in question and answer form, of the
provisions of the Plan offered to holders of the Common Stock of the Company. A
holder of the Company's Common Stock, who does not elect to participate in the
Plan, will continue to receive cash dividends by check as and when declared.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide: (1) certain shareholders of
record of Common Stock with a simple and convenient method to invest cash
dividends and voluntary cash payments
7
<PAGE> 9
in the Company's Common Stock without payment of any brokerage commissions or
service charges; and (2) the Company with additional funds for general corporate
purposes.
ADVANTAGES TO PARTICIPANTS
2. What are the advantages of enrollment in the Plan?
Participants can reinvest their dividends and also make voluntary cash
payments within certain limits to purchase Common Stock. See Question 14.
Participants can purchase Common Stock without the payment of any
brokerage commissions or other charges. See Question 9.
Regular statements provide Participants with an updated record of each
transaction. See Question 16.
ADMINISTRATION
3. Who administers the Plan?
The Agent administers the Plan, and, as such, keeps records, sends
statements of accounts to Participants and performs other duties relating to the
Plan. Shares of Common Stock purchased under the Plan are registered initially
in book-entry form in the names of the Participants.
PARTICIPATION
4. Who is eligible to participate?
Certain record holders of the Common Stock (the "Record Holders") are
eligible to participate in the Plan. There is no requirement to hold a minimum
number of shares of the Common Stock. Beneficial owners of the Common Stock
whose shares are held for them in registered names other than their own, such as
the names of brokers, bank nominees or trustees, should, if they desire to
participate in the Plan, either instruct the holder of record to join the Plan
or have the shares transferred into a separate participating account.
The Company will make reasonable efforts to comply with the securities
laws of all states in the United States in which Record Holders reside. However,
no person will be offered any shares of the Common Stock pursuant to the Plan if
such person resides in a state of the United States with respect to which one or
more of the following apply: (i) a small number of Record Holders reside in such
state; (ii) the offer or sale of shares of Common Stock to such Record Holders
would require the Company or its officers or directors, under the securities
laws of such state, to register as a broker, dealer, salesman or selling agent
or to register or otherwise qualify the Common
8
<PAGE> 10
Stock for sale in such state; and (iii) the registration or qualification of the
shares of the Common Stock in such state would, in the Company's judgment, be
impracticable or unduly burdensome for reasons of cost or otherwise.
"Beneficial ownership" for the purpose of the Plan shall be determined
in accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the SEC and may include Common Stock owned by
or for an individual's spouse and minor children and any other relative who has
the same home, as well as Common Stock to which the individual has or shares
voting or investment power or has the right to acquire beneficial ownership
within sixty (60) days of any dividend declaration date.
5. Is partial participation possible under the Plan?
Yes. A shareholder who does not desire to dedicate all of his or her
dividends to purchase shares pursuant to the Plan, may elect a partial
participation by so indicating on the Authorization Card.
6. What does the Plan Authorization Card provide?
If you elect "Full Dividend Reinvestment," the Plan Authorization Card
directs the Agent to apply toward the purchase of additional shares of Common
Stock all your cash dividends on all the shares then or subsequently registered
in your name, together with any optional cash payments.
If you elect to reinvest dividends on only a portion of your shares
held of record, the Plan Authorization Card directs the Agent to apply all your
cash dividends on the number of shares you specify on the Plan Authorization
Card, together with any optional cash payments, toward the purchase of
additional shares of Common Stock.
If the "Optional Cash Payments" box on the Plan Authorization Card is
checked, the Agent will apply any optional cash payment received with the Plan
Authorization Card to the purchase of additional shares under the Plan.
Also, by signing the Plan Authorization Card, you further direct the
Agent to:
a. reinvest automatically any subsequent dividends on shares
accumulated and held in your Plan account. The Plan, in other words,
operates so as to reinvest dividends on a cumulative basis, until you
withdraw from the Plan, or until the Plan is terminated.
b. Automatically deposit into your Plan account any subsequent
stock dividends and/or stock splits on all shares of Common Stock held in
your Plan account.
9
<PAGE> 11
7. When may a person join the Plan and when will his or her
participation commence?
A shareholder may join the Plan at any time by completing, signing and
returning an Authorization Card to the Agent. Participation in the Plan will
commence with the first dividend payment after the shareholder joins the Plan;
provided that his or her Authorization Form was received on or before the record
date for such dividend.
Dividends declared on the Common Stock have been usually paid on the
fourth Thursday of the months of March, June, September and December. The record
date for each such dividend will occur no earlier than the forty-fifth (45th)
day prior to the dividend payment date.
Shareholders are cautioned that the Plan does not represent a change in
the Company's or the Bank's dividend policy or a guarantee of future dividends,
which will continue to depend upon the Company's or the Bank's earnings,
financial condition and other factors.
8. May a partial Participant later become a full Participant?
Yes. A partial Participant may change his or her status to a full
Participant under the Plan at any time by submitting a new Authorization Card to
the Agent. The change will be effective with respect to the first dividend
payment after the new Authorization Card has been received; provided that the
new Authorization Card was received on or before the record date for such
dividend.
9. Do Participants incur any expenses in connection with purchases made
pursuant to the Plan?
No. Participants will not be obligated to pay any brokerage commissions
or other charges with respect to purchases of Common Stock under the Plan.
Moreover, all other costs of administration of the Plan will be paid by the
Company.
PURCHASES
10. When and how are purchases made?
Purchases will be made on the applicable dividend payment date. See
Question 15 for additional information about voluntary cash payments.
11. How many shares may a Participant purchase?
The number of shares a Participant may purchase depends on the amount
of a Participant's dividend dedicated to the Plan, the amount of voluntary cash
payments made by him or her and the price of the Common Stock. The amount of a
Participant's dividend dedicated to the Plan cannot exceed the net dividend
payable after the Company has deducted any applicable taxes.
10
<PAGE> 12
Each Participant's account will be credited with the number of shares,
calculated to three decimal points, equal to the total amount invested by him or
her divided by the applicable purchase price per share. For example, if a
shareholder invests $100 to purchase shares at a price of $15.00 per share, his
or her account will be credited with 6.666 shares.
12. What is the price of shares purchased under the Plan?
The price per share for each quarterly dividend period will be the
"Fair Market Value" on the quarterly dividend payment date. "Fair Market Value"
on the quarterly dividend payment date means:
a. if the shares of the Common Stock are listed on a national
securities exchange or traded in the over-the-counter market and bid and
asked prices are regularly reported for the shares, the average of the
closing bid and asked prices of the shares on the Composite Tape or other
comparable reporting system on the trading day immediately preceding the
quarterly dividend payment date;
b. if the shares of the Common Stock are traded on the
over-the-counter market and if bid and asked prices for the shares are
regularly reported, the average of the bid and asked prices for the shares
at the close of trading in the over-the-counter market on the trading day
immediately preceding the quarterly dividend payment date; and
c. if the shares of the Common Stock are neither listed on a
national securities exchange nor traded on the over-the-counter market,
such value as the Board of Directors of the Company, in good faith, shall
determine on the trading date immediately preceding the quarterly dividend
payment date.
VOLUNTARY CASH PAYMENTS
13. Who may make voluntary cash payments?
All record holders of Common Stock who elect to participate in the Plan
may elect to make voluntary cash payments.
14. Are there any limitations on voluntary cash payments?
Yes. Per quarterly period, there is a minimum required voluntary cash
payment of $25.00 and a maximum allowable voluntary cash payment of $1,500.00.
15. How are optional cash purchases made?
The option to make cash purchases is available to shareholders of
record at any time at the Fair Market Value on the quarterly dividend payment
date. See Question 12. Each such
11
<PAGE> 13
purchase, however, must be at least a minimum quarterly amount of $25.00 and
purchases cannot exceed a total maximum quarterly amount of $1,500.00, both as
determined by the Company.
As of the date of this Prospectus, optional cash purchases may be made
in any amount from a minimum payment of $25.00 up to a maximum total of
$1,500.00 per quarter. The minimum and maximum amounts of quarterly optional
cash purchases, however, may be changed (or optional cash purchases may be
eliminated) at the Company's discretion upon sending Plan participants not less
than 30 days' prior written notice thereof.
For purposes of the limitation of the maximum quarterly amount, all
Plan accounts deemed by the Company to be under common control or management
will be aggregated. Unless the Company grants prior permission to make a larger
investment, the Company reserves the right to return to Participants amounts
which exceed the maximum quarterly amount. Participants may be permitted to
invest amounts in excess of the maximum quarterly amount with the prior approval
of the Company. Requests for such approval should be made no later than 15
business days prior to the quarterly dividend payment date, and such requests
should be directed to the Company's President (717) 784-4400.
An optional cash purchase may be made by you when joining the Plan by
enclosing a check or money order payable in United States dollars (payable to
"ASTC/CCFNB Bancorp") with the Authorization Card. Thereafter, optional cash
purchases may be made through the use of a Cash Payment Form which will be
attached to each statement of account you receive.
REPORTS TO PARTICIPANTS
16. What kind of reports will be sent to Participants in the Plan?
Each Participant in the Plan will receive a statement of account
describing cash dividends and voluntary cash payments received, the number of
shares purchased, the price per share and total shares accumulated under the
Plan as promptly as practicable after each purchase. These statements will
provide a continuing record of the dates and cost of purchases on a quarterly
basis and should be retained for income tax purposes. In addition, each
Participant will also receive the Company's annual reports to shareholders,
notices of shareholder meetings, proxy statements and Internal Revenue Service
information for reporting dividends paid.
DIVIDENDS
17. Are Participants credited with dividends on shares held in their
Plan account?
Yes. The Company pays dividends, as declared, to the record holders of
shares of the Common Stock. The Agent receives dividends for all shares of
Common Stock held in the Plan on the record date. The Agent credits such
dividends to Participants on the basis of shares held in their accounts and
reinvests such dividends in shares of Common Stock.
12
<PAGE> 14
SALE OF SHARES
18. Are stock certificates issued for shares of Common Stock purchased?
Unless a Participant makes a specific request, certificates will not be
issued for Common Stock purchased pursuant to the Plan. The number of shares
held under the Plan will be shown on the Participant's statement of account,
i.e., registered in book-entry form. However, except as indicated below, a
Participant may receive certificates for shares accumulated in his or her
account under the Plan at any time by sending a written request to the Agent.
See the caption "If You Have Questions Concerning the Plan" for the Agent's
address. When certificates are issued to the Participant, future dividends on
these shares will be treated in accordance with the Participant's instructions
as indicated on the Authorization Form. If the Agent issues certificates for
less than all of the shares in a Participant's account, any remaining shares
will remain in the Participant's account and the Participant will continue to be
enrolled in the Plan unless the Participant terminates his or her participation.
See Question 22 for termination of participation in the Plan.
Requests for termination of participation in the Plan which are
received by the Agent 48 hours prior to a record date and until the ensuing
dividend payment date will not be processed until all the dividends and any
voluntary cash payments have been invested.
A Participant's rights under the Plan and shares credited to the
account of a Participant under the Plan may not be pledged. A Participant who
wishes to pledge his or her shares must request that certificates for such
shares be issued in his or her name.
19. Under whose name are the Plan accounts maintained?
Plan accounts will be maintained under the same name(s) which appears
on the shareholder's certificates as of the time the Participant enters the
Plan. Consequently, certificates for shares held by the Agent under the Plan
will be registered in the same name when issued.
Upon written request, certificates will be registered and issued in
names other than the account name, subject to compliance with any applicable
laws and the payment by the Participant of any applicable taxes, provided that
the request meets with the usual requirements of the Company for the recognition
of a transfer of Common Stock of the Company.
VOLUNTARY WITHDRAWAL FROM THE PLAN
20. When and how may a Participant withdraw shares purchased through
the Plan?
At any time, except between the record date and dividend payment date,
a Participant may make a written request to the Agent for: (1) a share
certificate representing all or a portion of
13
<PAGE> 15
his or her whole shares held by the Agent under the Plan; (2) the sale of all or
a portion of his or her whole shares held by the Agent under the Plan (a
brokerage commission will be charged to the Participant to effect such sale) and
the delivery of the net proceeds therefrom; and (3) the sale of all shares (a
broker commission will be charged to the Participant to effect such sale) and
the delivery of the net proceeds of such sale as well as the cash value of any
fractional share and the Participant desires to remain in the Plan.
21. How may a shareholder terminate participation in the Plan?
At any time, except between the record date and dividend payment date,
a Participant may make a written request to the Agent to terminate his or her
participation in the Plan and to: (1) receive a share certificate for all whole
shares held by the Agent and cash for any fractional share, or (2) instruct the
Agent to sell his or her shares held by the Agent and receive cash for such
shares and any fractional share, net of brokerage commissions to effect the
sale.
TERMINATION OF PARTICIPATION IN THE PLAN BY THE COMPANY
22. Can the Company terminate a shareholder's participation with the
Plan?
Yes. The Board of Directors reserves the right, in its sole discretion,
to terminate a shareholder's participation in the Plan for any reason. If such a
decision is made, share certificates will be issued and any remaining monies
will be paid in accordance with the answer to Question 21.
FEDERAL INCOME TAX CONSEQUENCES
23. What are the federal income tax consequences of participation in
the Plan?
Under federal income tax law, any cash dividend received by a
shareholder must be included in the shareholder's gross income.
The tax basis for the purpose of determining gain or loss on the sale
of the stock purchased through the Plan will be the Fair Market Value of the
stock on the date of purchase. The holding period applicable to such shares will
commence on the day after the date of purchase.
The Agent will include such information as is required on the annual
information report filed with the Internal Revenue Service and provided to
shareholders. Corporate shareholders will be eligible for any applicable
dividend received deduction based on the total cash and property dividend.
Dividends on stock purchased through the Plan will be subject to
federal income tax back-up withholding to the extent such withholding is
required with respect to a Participant's other dividends.
14
<PAGE> 16
Participants are advised to consult their own tax advisors to determine
the tax consequences of a particular transaction.
OTHER INFORMATION
24. What are the responsibilities of the Agent under the Plan?
The Agent receives dividend payments and voluntary cash contributions
on behalf of Participants, invests such amounts in shares of Common Stock,
maintains account records for Participants, and notifies Participants of
transactions in, and the status of, their accounts. The Agent shall have no
duties, obligations or liabilities with respect to the Plan except such as are
expressly set forth in this Prospectus.
The Agent, in administering the Plan, will not be liable for any act
done in good faith or for its good faith omission to act, including, without
limitation, any claim or liability arising out of failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death, or with respect to the prices at which shares are
purchased for the Participant's account and the times when such purchases are
made, or with respect to any loss or fluctuation in the market value of the
Common Stock after the purchase of shares.
All notices from the Agent to a Participant will be mailed to the
Participant's address of record, and the mailing of a notice to a Participant's
most recent address of record will satisfy the Company's obligation to provide
notice to that Participant. Accordingly, a Participant should promptly advise
the Agent of any change is his or her address.
All transactions in connection with the Plan will be governed by the
laws of the Commonwealth of Pennsylvania.
25. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified, or terminated at any time
without the approval of the Participants. Notice of any such suspension or
termination or material amendment or modification will be sent to all
Participants who shall, in all events, have the right to withdraw from the Plan.
No such action will prejudice retroactively any interests of any Participants.
26. How is the Plan to be interpreted?
Any question of interpretation arising under the Plan will be
determined by the Company's Board of Directors and any such determination will
be final.
27. Who bears the risk of market price fluctuations in the Common
Stock?
A Participant's investment in shares pursuant to the Plan will be no
different from investment in directly-held shares. The Participant will bear the
risk of loss and realize the benefits
15
<PAGE> 17
of any gain from market price changes with respect to all such shares held by
him or her in the Plan or otherwise. THE SHARES ARE NOT DEPOSITS AND ARE NOT
INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. Participation in the Plan
involves investment risk, including the possible loss of principal.
28. What happens when a Participant sells or transfers all of the
shares registered in his or her name excluding those held in his or
her Plan Account?
If a Participant disposes of all of his or her shares of Common Stock,
the Agent, until it is otherwise notified, will continue to reinvest the
dividends on the shares of Common Stock held in the Participant's Plan account.
29. If the Company issues rights to purchase securities to the
shareholders of the Company, how will the rights applicable to Plan
shares be handled?
If the Company makes rights available to the holders of its Common
Stock to purchase additional shares of Common Stock or any other securities of
the Company, the Company will grant the rights accruing to shares of Common
Stock held in each Participant's account. The Participant will then have the
opportunity to exercise his or her rights with respect to shares held under the
Plan until the expiration of the rights offering.
30. What happens if the Company issues a stock dividend or declares a
stock split?
Any shares representing stock dividends or stock splits with respect to
shares of Common Stock held in the Participant's Plan account will be
automatically enrolled in the Plan.
31. How will shares held in an Participant's Plan account be voted at
meetings of shareholders?
If a Participant holds shares under the Plan on a record date for a
meeting of shareholders, the Participant will be sent proxy material with
respect to that meeting. A Participant will be entitled to vote the shares of
Common Stock held in his or her account. A Participant may vote in person or by
proxy at any such meeting.
32. How will the Company obtain the shares of Common Stock to satisfy
the purchases made by the Participants?
The Company has registered 500,000 shares of Common Stock with the SEC
and any applicable state securities law administrator. These registered shares
will be made available for the purchases by the Participants. The Company may,
in its sole discretion, direct the purchase of authorized but unissued or
treasury shares of Common Stock directly from the Company or direct the purchase
of shares in market transactions. Any market transactions may be conducted in
the over-the-counter market or may be negotiated transactions and on such terms
as to price, delivery and otherwise as the Company may determine. To the extent
that shares of Common Stock are
16
<PAGE> 18
purchased directly from the Company, the Company will receive the net proceeds
to the Company.
USE OF PROCEEDS
The Company intends to contribute substantially all of the net proceeds
from the sale of the shares of the Common Stock offered pursuant to the Plan to
the Bank as a capital contribution. The Bank will use such proceeds for general
corporate purposes. Pending such uses, the proceeds received by the Bank will be
used to make short-term investments.
DESCRIPTION OF COMMON STOCK
The following is a summary of the material provisions of the Company's
Articles of Incorporation and By-Laws. This summary does not purport to be
complete and is qualified in its entirety by reference to such instruments, each
of which is an exhibit to the Registration Statement of which this Prospectus
forms a part.
COMMON STOCK
The Company is authorized to issue 5,000,000 shares of Common Stock,
par value $1.25 per share, of which 1,382,433 shares of Common Stock were issued
and outstanding on May 30, 1997. The remaining 3,617,567 authorized but unissued
shares of Common Stock may be issued by the Board of Directors from time to time
without further shareholder approval. Issuance of such shares could cause a
dilution of the book value of the stock and the voting power of present
shareholders.
Holders of Common Stock are entitled to one vote for each share held of
record on each matter submitted to a vote at a meeting of shareholders.
Shareholders do not have cumulative voting rights in the election of directors.
Each share of Common Stock is entitled to share, pro rata, in dividends and in
the Company's assets in the event of dissolution or liquidation of the Company.
Holders of shares of Common Stock do not possess any pre-emptive rights. The
outstanding shares of Common Stock are fully paid and nonassessable.
DIVIDENDS
The Company is permitted by the Pennsylvania Business Corporation Law
of 1988, as amended (the "BCL"), to pay dividends, provided that, after giving
effect to the dividend: (i) the Company would be able to pay its debts as they
come due in the usual course of its business, and (ii) the total assets of the
Company would exceed the sum of its total liabilities and the amount that
17
<PAGE> 19
would be needed, if any, to satisfy any preferential rights of shareholders to
receive a preferential distribution upon the dissolution of the Company.
Currently, there are no material legal restrictions on the payment of dividends
by the Company.
The Company's primary source of dividends is the retained earnings of
the Bank available for transfer to the Company in the form of dividends from the
Bank. Under the National Bank Act, the dividends that may be paid by the Bank
without prior regulatory approval are subject to certain prescribed limitations.
The prior approval of the Office of the Comptroller of the Currency ("OCC")
would be required if the total of all dividends declared by the Bank in any
calendar year would exceed net profits, as defined in the National Bank Act, for
the two preceding calendar years. The OCC also has the authority to prohibit
dividend payments by banks to the extent that payment of dividends is determined
by the OCC to constitute "unsafe or unsound banking practices" or if banks are
in arrears in payment of insurance assessments due to the FDIC. Compliance with
standards for capital adequacy established by federal banking authorities also
can restrict the ability of banks to pay dividends.
ANTI-TAKEOVER PROVISIONS
The Company's Articles of Incorporation and By-Laws contain certain
provisions which may have the effect of deterring or discouraging, among other
things, a nonnegotiated tender or exchange offer for the Company's Common Stock,
a proxy contest for control of the Company, the assumption of control of the
Company by a holder of a large block of the Company's Common Stock and the
removal of the Company's management. These provisions: (1) divide the Board of
Directors into three classes serving staggered three-year terms; (2) require
that shares with at least two-thirds (66-2/3%) of total voting power approve any
merger, consolidation, dissolution, liquidation and other similar transactions;
(3) require that shares with at least two thirds (66-2/3%) of total voting power
approve any amendment of those provisions of the Articles of Incorporation
pertaining to shareholder approval of any merger, consolidation, dissolution or
liquidation; (4) permit the Board of Directors to oppose a tender offer or other
offer for the Company's securities on the basis of factors other than the
economic benefit to shareholders; (5) permit the Company to issue warrants for
the purchase of Common Stock at below market prices in the event any person or
entity acquires 25% or more of the Company's Common Stock; (6) eliminate
cumulative voting in elections of directors; (7) require that shares with at
least two thirds (66-2/3%) of total voting power approve any substantive
amendment of the By-Laws; and (8) require advance notice of nominations for the
election of directors.
The BCL contains certain provisions that may have similar effects.
These provisions, among other things: (1) require that, following any
acquisition by any person or group of 20% of a public corporation's voting
power, the remaining shareholders have the right to receive payment for their
shares, in cash, from such person or group in an amount equal to the "fair
value" of the shares, including an increment representing a proportion of any
value payable for control of the corporation; and (2) prohibit for five years,
subject to certain exceptions, a "business combination" (which includes a merger
or consolidation of the corporation or a sale, lease or exchange of assets)
18
<PAGE> 20
with a shareholder or group of shareholders beneficially owning 20% or more of a
public corporation's voting power.
In April, 1990 Pennsylvania adopted legislation further amending the
BCL. This legislation further defined the fiduciary duties of the Board of
Directors by (1) expanding the factors and groups (including shareholders) which
the Board of Directors can consider in determining whether a certain action is
in the best interests of the corporation; (2) providing that the Board need not
consider the interests of any particular group as dominant or controlling; (3)
providing that directors, in order to satisfy the presumption that they have
acted in the best interests of the corporation, need not satisfy any greater
obligation or higher burden of proof with respect to actions relating to an
acquisition or potential acquisition of control; (4) providing that actions
relating to acquisitions of control that are approved by a majority of
"disinterested directors" are presumed to satisfy the directors' standard unless
it is proven by clear and convincing evidence that the directors did not assent
to such action in good faith after reasonable investigation; and (5) providing
that the fiduciary duty of directors is solely to the corporation and may be
enforced by the corporation or by a shareholder in a derivative action, but not
by a shareholder directly. One of the effects of the new fiduciary duty
provisions may be to make it more difficult for a shareholder to successfully
challenge the actions of the Board of Directors in a potential change in control
context.
The April, 1990, legislation also contains provisions that would (1)
remove the voting rights of a shareholder who acquires 20 percent or more of the
voting rights of the corporation until the other shareholders vote to restore
those voting rights and permits the corporation, at its option, to redeem such
shareholder's "control shares" on favorable terms; (2) require a shareholder to
disgorge to the corporation any profits the shareholder earned from the sale of
shares occurring within 18 months after the shareholder acquired 20 percent or
more of the voting shares or publicly announced the intent to acquire control of
the corporation; (3) require mandatory severance payments to eligible
Pennsylvania employees whose employment is terminated within 24 months after a
change in control of the corporation; and (4) not permit the termination or
impairment of any collective bargaining agreement in connection with any
business combination relating to a change in control.
PRINCIPAL STOCKHOLDERS
As of May 30, 1997, to the best of the Company's information and
belief, no person holds beneficially or of record, directly or indirectly, five
percent (5%) or more of the outstanding shares of Common Stock.
PLAN OF DISTRIBUTION
The Company will not engage any outside broker-dealers in connection
with the sale of shares of the Common Stock pursuant to the Plan. The Agent will
administer the Plan and receive
19
<PAGE> 21
a fee for these services. The Company will reimburse an officer or employee for
documented out-of-pocket expenses that he or she may incur as a result of his or
her duties in connection with the Plan.
Certain directors and executive officers of the Company will assist the
Company in the administration of the Plan. None of such directors and executive
officers will receive compensation for such services. None of such directors and
executive officers are registered as securities brokers or dealers under the
federal or applicable state securities laws, nor are any of such persons
affiliated with any broker or dealer. Because none of such persons are in the
business of either effecting securities transactions for others or buying and
selling securities for their own account, they are not required to register as
brokers or dealers under the federal securities laws. In addition, the proposed
activities of such directors and executive officers are exempted from
registration pursuant to a specific safe-harbor provision under Rule 3a4-1 under
the 1934 Act. Substantially similar exemptions from registration are available
under applicable state securities laws.
LEGAL PROCEEDINGS
GENERAL
The Company and the Bank, from time to time, are a party (plaintiff or
defendant) to lawsuits which are in the normal course of the Company's and the
Bank's business. While any litigation involves an element of uncertainty,
management, after reviewing pending legal actions with its legal counsel, is of
the opinion that the liability of the Company and the Bank, if any, resulting
from such actions will not have a material effect on the financial condition or
results of operations of the Company and the Bank.
ENVIRONMENTAL ISSUES
There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank is not a party to any pending legal proceedings under
any environmental statute nor is the Bank aware of any circumstances that may
give rise to liability of the Bank under any such statute.
INDEMNIFICATION
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such capacities
20
<PAGE> 22
for any action taken or any failure to act, whether or not the corporation would
have the power to indemnify the person under any provision of law, unless such
action or failure to act is determined by a court to have constituted
recklessness or willful misconduct. Pennsylvania law also permits the adoption
of a by-law amendment, approved by shareholders, providing for the elimination
of a director's liability 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 and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
The by-laws of the Company provide for (1) indemnification of
directors, officers, employees and agents of the Company and its subsidiaries
and (2) the elimination of a director's liability for monetary damages, to the
fullest extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by the Company.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to the directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for the
Company by Schnader Harrison Segal and Lewis, Harrisburg, Pennsylvania.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996, 1995 and 1994, and for each of the years in the three year period ended
December 31, 1996, incorporated by reference into this Prospectus and elsewhere
in the registration statement, have been included herein and in the registration
statement in reliance upon the report of J.H. Williams & Co., LLP, independent
certified public accountants, and in reliance upon the authority of said firm as
experts in accounting and auditing.
21
<PAGE> 23
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Legal and Accounting Fees and Disbursements.... $10,500.00
Printing....................................... 4,000.00
SEC and Blue Sky Fees.......................... 2,761.23*
Postage and Handling........................... 1,500.00
Miscellaneous.................................. 1,238.77
----------
Total Expenses................................. $20,000.00
==========
</TABLE>
- ------------------
* Actual. All other amounts are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1721 of the Pennsylvania Business Corporation Law of 1988 (the
"BCL") (relating to the Board of Directors) declares that unless otherwise
provided by statute or in a by-law adopted by the stockholders, 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 further 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 or 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 reasonably believes to be within the professional or expert
competence of such person; or
R-1
<PAGE> 24
(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.
Furthermore, under Section 1712 of the BCL, except as otherwise
provided in a corporation's by-laws, an officer shall perform his or her duties
as an officer in good faith, in a manner he or she 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
R-1 similar circumstances. A person who so performs his or her duties shall not
be liable by reason of having been an officer of the corporation.
Section 1715 of the BCL states, in part, 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, to the extent they deem appropriate, the effects of any
action upon any or all groups affected by such action, including stockholders,
employees, suppliers, customers and creditors of the corporation and upon
communities in which offices or other establishments of the corporation are
located. In addition, the board of directors, committees of the board and
individual directors may consider, to the extent they deem appropriate, the
short-term and long-term interests of the corporation, including benefits that
may accrue to the corporation from its long-term plans and the possibility that
these interests may be best served by the continued independence of the
corporation and the resources, intent and conduct (past, stated and potential)
of any person seeking to acquire control of the corporation and all other
pertinent factors. The consideration of those factors shall not constitute a
violation of the preceding paragraph. Finally, in the consideration of those
factors or the effects of any action, the board of directors, committees of the
board and individual directors shall not be required to regard corporate
interest or the interests of any particular group affected by such action as a
dominant or controlling interest or factor.
In exercising the above powers, the fiduciary duty of directors shall
not be deemed to require them:
(1) to redeem any rights under, or to modify or render inapplicable,
any stockholder rights plan, including, but not limited to, a plan adopted
pursuant or made subject to section 2513 of the BCL (relating to disparate
treatment of certain persons);
(2) to render inapplicable, or make determinations under, the
provisions of Subchapter E (relating to control transactions), F (relating to
business combinations), G (relating to control-share acquisitions) or H
(relating to disgorgement by certain controlling stockholders following attempts
to acquire control) of Chapter 25 or under any other provision of the BCL
relating to or affecting acquisitions or potential or proposed acquisitions of
control; or
R-2
<PAGE> 25
(3) to act as the board of directors, a committee of the board or an
individual director solely because of the effect such action might have on an
acquisition or potential or proposed acquisition of control of the corporation
or the consideration that might be offered or paid to stockholders in such an
acquisition.
Absent breach of fiduciary duty, lack of good faith or self-dealing,
any act as the board of directors, a committee of the board or an individual
director shall be presumed to be in the best interests of the corporation. In
assessing whether the standard set forth in section 1712 of the BCL has been
satisfied, there shall not be any greater obligation to justify, or higher
burden of proof with respect to, any act as the board of directors, any
committee of the board or any individual director relating to or affecting an
acquisition or potential or proposed acquisition of control of the corporation
than is applied to any other act as a board of directors, any committee of the
board or any individual director. Notwithstanding the preceding provisions of
this section, any act as the board of directors, a committee of the board or an
individual director relating to or affecting an acquisition or potential or
proposed acquisition of control to which a majority of the disinterested
directors shall have assented shall be presumed to satisfy the standard set
forth in section 1712, unless it is proven by clear and convincing evidence that
the disinterested directors did not assent to such act in good faith after
reasonable investigation.
The term "disinterested director," as used in the above paragraph and
for no other purpose, means:
(1) A director of the corporation other than:
(i) A director who has a direct or indirect financial or other
interest in the person acquiring or seeking to acquire control of the
corporation or who is an affiliate or associate, as defined in section
2552 of the BCL (relating to definitions), of, or was nominated or
designated as a director by, a person acquiring or seeking to acquire
control of the corporation.
(ii) Depending on the specific facts surrounding the director
and the act under consideration, an officer or employee or former officer
or employee of the corporation.
(2) A person shall not be deemed to be other than a disinterested
director solely by reason of any or all of the following:
(i) The ownership by the director of shares of the
corporation.
(ii) The receipt as a holder of any class or series of any
distribution made to all owners of shares of that class or series.
(iii) The receipt by the director of director's fees or other
consideration as a director.
R-3
<PAGE> 26
(iv) Any interest the director may have in retaining the
status or position of director.
(v) The former business or employment relationship of the
director with the corporation.
(vi) Receiving or having the right to receive retirement or
deferred compensation from the corporation due to service as a director,
officer or employee.
Section 1717 of the BCL provides that the duty of the board of
directors, committees of the board and individual directors under section 1712
of the BCL (relating to standard of care and justifiable reliance) is solely to
the business corporation and may be enforced directly by the corporation or may
be enforced by a stockholder, as such, by an action in the right of the
corporation, and may not be enforced directly by a stockholder or by any other
person or group. Notwithstanding the preceding sentence, certain other related
sections of the BCL do not impose upon the board of directors, committees of the
board and individual directors any legal or equitable duties, obligations or
liabilities or create any right or cause of action against, or basis for
standing to sue, the board of directors, committees of the board and individual
directors.
Moreover, Section 1713 of the BCL addresses the personal liability of
directors and states that if a by-law adopted by the stockholders so provides, a
director shall not be personally liable, as such, for monetary damages for any
action taken unless:
(1) the director has breached or failed to perform the duties of his
office under this section; and
(2) the breach of 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.
Moreover, Section 1713 of the BCL provides that the Articles of
Incorporation of a corporation may not provide greater exoneration from
liability than that permitted under Section 1713.
Finally, Section 1714 of the BCL 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 on
which the director is generally competent to act, 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
R-4
<PAGE> 27
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
1714 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 party, 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 the 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 the merits or otherwise in defense of any action or
R-5
<PAGE> 28
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 stockholders.
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 stockholders
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. The articles of incorporation may not
provide for indemnification in the case of willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law,
agreement, vote of stockholders 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
R-6
<PAGE> 29
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 1748 of the BCL (relating to application to surviving or new
corporations) provides, that for the purposes of the BCL, references to "the
corporation" include all constituent corporations absorbed in a consolidation,
merger or division, as well as the surviving or new corporations surviving or
resulting therefrom, so that any person who is or was a representative of the
constituent, surviving or new corporation, or is or was serving at the request
of the constituent, surviving or new corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of the BCL with respect to the surviving or new corporation as he
would if he had served the surviving or new corporation in the same capacity.
Section 1749 of the BCL (referring to application to employee benefit
plans) states that, for the purposes of the BCL:
(1) references to "other enterprises" shall include employee benefit
plans and references to "serving at the request of the corporation" shall
include any service as a representative of the business corporation that imposes
duties on, or involves services by, the representative with respect to an
employee benefit plan, its participants or beneficiaries;
(2) excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be deemed "fines;" and
(3) action with respect to an employee benefit plan taken or omitted in
good faith by a representative of the corporation in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be action in a manner that is not opposed to the best
interests of the corporation.
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.
R-7
<PAGE> 30
Articles VII and VIII of the By-laws of the Registrant provide for
indemnification of the officers, employees and directors to the full extent
authorized by Pennsylvania law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "1933 Act") 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 (the "SEC") such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by 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 a director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the manner 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 1933 Act and
will be governed by the final adjudication of such issue.
ITEM 16. EXHIBITS
Exhibit Number Referred to
in Item 601 of Regulation S-B Description of Exhibit
1 None.
2 None.
4 None.
5 Opinion of Schnader Harrison Segal & Lewis
of Harrisburg, Pennsylvania, Special Counsel
to the Registrant, as to the legality of the
shares of the Registrant's common stock
being registered.
8 None.
15 None.
23A Consent of J.H. Williams & Co., LLP,
Certified Public Accountants, of Kingston,
Pennsylvania.
23B Consent of Schnader Harrison Segal & Lewis,
Special Counsel to the Registrant, found at
Exhibit 5.
24 Power of Attorney of the Officers and
Directors of the Registrant.
25 None.
26 None.
27 None.
28 None.
99A Authorization Form for Dividend Reinvestment
and Stock Purchase Plan.
R-8
<PAGE> 31
99B Form of Transmittal Letter to Shareholders
relating to the Registrant's Dividend
Reinvestment and Stock Purchase Plan.
99C Report of J.H. Williams & Co., LLP, dated
January 17, 1997.
ITEM 17. UNDERTAKINGS.
Item 512(a) of Regulation S-B.
The undersigned Registrant undertakes to: (1) include any additional or
changed material information on the plan of distribution; (2) for determining
liability under the Securities Act of 1933, as amended, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering; and (3) file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
R-9
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Bloomsburg, Pennsylvania, on this 10th day of June, 1997.
CCFNB BANCORP, INC.
By: /s/ Paul E. Reichart
-------------------------------
Paul E. Reichart, President and
Chief Executive Officer
R-10
<PAGE> 33
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Capacity Date
- ---------------------- ----
<S> <C>
Don E. Bangs, Director and Secretary
Stanley Barchik, Director
Edward L. Campbell, Director
Elwood R. Harding, Jr., Director
William F. Hess, Director
Willard H. Kile, Sr., Director and Chairman of the Board
Charles E. Long, Director
John I. Mather, Director and Vice Chairman of the Board
Paul E. Reichart, Director, President and Chief Executive Officer
Virginia D. Kocher, Treasurer and Assistant Secretary
/s/ Paul E. Reichart June 10, 1997
- --------------------------------
Paul E. Reichart
(Attorney-in-Fact)
/s/ Virginia D. Kocher June 10, 1997
- --------------------------------
Virginia D. Kocher
(Attorney-in-Fact)
</TABLE>
R-11
<PAGE> 34
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM NUMBER DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
5 Opinion of Schnader Harrison Segal & Lewis, of Harrisburg,
Pennsylvania, Special Counsel to the Registrant, as to the
legality of the shares of the Registrant's common stock being
registered...................................................... S-1
23A Consent of J.H. Williams & Co., LLP, Certified Public
Accountants, of Kingston,
Pennsylvania.................................................... S-4
23B Consent of Schnader Harrison Segal & Lewis, Special Counsel to
Registrant, found at Exhibit 5.................................. S-6
99C Report of J.H. Williams & Co., LLP, dated January 17,
1997............................................................ S-7
</TABLE>
R-12
<PAGE> 1
EXHIBIT 5
Opinion of Schnader Harrison Segal & Lewis,
of Harrisburg, Pennsylvania, Special Counsel
to the Registrant, as to the legality of the shares
of the Registrant's common stock being registered
S-1
<PAGE> 2
May 30, 1997
Board of Directors
CCFNB Bancorp, Inc.
232 East Street
Bloomsburg, Pennsylvania 17815
Gentlemen:
We have been engaged as Special Counsel to CCFNB Bancorp, Inc. (the
"Company"), in connection with the offer and sale of 500,000 shares of its
Common Stock, par value $1.25 per share (the "Common Stock"), pursuant to the
Company's Dividend Reinvestment and Stock Purchase Plan.
We have prepared a Post-Effective Amendment No. 1 to a Registration
Statement on Form S-3 to be filed at the Securities and Exchange Commission in
Washington, D.C. under the provisions and regulations of the Securities Act of
1933, as amended, relating to the offering of the Company of 500,000 shares of
Common Stock.
As Special Counsel to the Company, we have supervised all corporate
proceedings in connection with the preparation and filing of the Post-Effective
Amendment No. 1 to the Registration Statement. We have reviewed the Company's
Amended Articles of Incorporation and By-laws, as presently in effect. We have
also reviewed copies of the Company's corporate minutes and other proceedings
and records relating to the authorization and issuance of the Common Stock and
such other documents and matters of law as we have deemed necessary in order to
render this opinion.
Based upon the foregoing, and in reliance thereon, it is our opinion
that, in accordance with the terms and conditions of the offering as more fully
described in the Prospectus, included as part of the Post-Effective Amendment
No. 1 to the Registration Statement, each of the shares of the Common Stock
issued pursuant to the Post-Effective Amendment No. 1 to the Registration
Statement, will be duly authorized, legally and validly issued and outstanding,
and fully paid and non-assessable on the basis of present Pennsylvania law.
S-2
<PAGE> 3
Board of Directors -2-
We hereby consent to the use of this opinion in the Post-Effective
Amendment No. 1 to the Registration Statement, and we further consent to the
reference to our name in the Prospectus, included as part of the Post-Effective
Amendment No. 1 to the Registration Statement, under the caption "Legal
Matters."
Sincerely,
/s/ Schnader Harrison Segal & Lewis
SCHNADER HARRISON SEGAL & LEWIS
S-3
<PAGE> 1
EXHIBIT 23A
Consent of J.H. Williams & Co., LLP, Certified
Public Accountants, of Kingston, Pennsylvania
S-4
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
CCFNB Bancorp, Inc.
232 East Street
Bloomsburg, Pennsylvania 17815
We consent to the incorporation by reference, of our report, dated January 17,
1997, on the consolidated financial statements of CCFNB Bancorp, Inc. and
Subsidiary, and to the reference to our firm under the heading "Experts", in the
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3.
/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
June 18, 1997
S-5
<PAGE> 1
EXHIBIT 23B
Consent of Schnader Harrison Segal & Lewis,
Special Counsel to Registrant, found at Exhibit 5
S-6
<PAGE> 1
EXHIBIT 99C
Report of J.H. Williams & Co., LLP,
dated January 17, 1997
S-7
<PAGE> 2
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders of CCFNB Bancorp, Inc.
We have audited the accompanying consolidated balance sheets of CCFNB Bancorp,
Inc. and Subsidiary as of December 31, 1996 and 1995, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1996. These consolidated
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of CCFNB
Bancorp, Inc. and Subsidiary as of December 31, 1996 and 1995, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Corporation
changed its method of accounting for impairment of long-lived assets in 1996,
impaired loans and contributions in 1995 and investments in debt and equity
securities in 1994.
/s/ J.H. Williams & Co., LLP
J.H. Williams & Co., LLP
Kingston, Pennsylvania
January 17, 1997
S-8
