As filed with the Securities and Exchange Commission on August 8, 1997
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________________
FIRST WEST CHESTER CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2288763
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 North High Street, West Chester, Pennsylvania 19380, (610) 692-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Charles E. Swope, Chairman of the Board, President and Chief Executive Officer,
First West Chester Corporation
9 North High Street, West Chester, Pennsylvania 19380, (610) 692-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
Patricia A. Gritzan, Esquire, Saul, Ewing, Remick & Saul
3800 Centre Square West, Philadelphia, Pennsylvania 19102, (215) 972-7777
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the follow
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. o
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.o
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.o
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.o
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Offering Price Per Aggregate Offering Registration Fee
Share Price
- - ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par Value $1.00 Per Share 75,000 $30.75(1) $2,306,250 $698.86(1)
====================================================================================================================================
(1)The registration fee with respect to these shares has been computed in accordance with paragraph (c) of Rule 457, based upon
the average of the bid and asked price for shares of the Common Stock on August 4, 1997.
====================================================================================================================================
</TABLE>
<PAGE>
PROSPECTUS
_________________
FIRST WEST CHESTER CORPORATION
75,000 Shares
Common Stock, Par Value $1.00 Per Share
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
This Prospectus relates to 75,000 authorized and unissued shares of
Common Stock, par value $1.00 per share, of First West Chester Corporation, a
Pennsylvania corporation (the "Company"), which may be offered and sold by the
Company from time to time pursuant to the terms of the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
The Plan provides participants in the Plan with a convenient and
economical method for investing cash dividends paid on the Company's Common
Stock and optional cash payments made by such participants in additional shares
of the Company's Common Stock. This Prospectus contains a summary of the
material provisions of the Plan and, therefore, should be retained for future
reference.
Holders of the Company's Common Stock who elect to participate in the
Plan may:
(a) Have cash dividends on all or a specified percentage of their
shares of the Company's Common Stock automatically reinvested in additional
shares of the Company's Common Stock; and
(b) Purchase additional shares of the Company's Common Stock through
optional cash payments of not less than $25 and not more than $2,000 per month.
Shares of Common Stock needed to meet the requirements of the Plan will
be purchased either in the open market or issued directly by the Company from
authorized but unissued or treasury shares. The purchase price per share of
shares purchased in the open market and the purchase price per share of shares
purchased from the Company (if at least twenty-five percent of the aggregate
number of shares purchased in any period are purchased in the open market), will
be the weighted average price (including brokerage commissions, if any) of all
shares purchased in the open market to satisfy the Plan requirements. If less
than twenty-five percent of the aggregate number of shares purchased in any
period are purchased in the open market, the purchase price per share of shares
purchased from the Company will be the mean between the highest bid price and
lowest asked price last quoted by the then current market makers in the
Company's Common Stock. Shares of the Company's Common Stock are traded publicly
over-the-counter. The fair market value per share of the Company's Common Stock
as of August 4, 1997 was $30.75.
___________________
THESE SECURITIES HAVE NOT EEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY TATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 8, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected without
charge and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: 7 World
Trade Center, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, 14th Floor, Chicago, Illinois 60661. Copies of such material may
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 at the prescribed rates. The SEC
maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically. The address of the SEC's Web site is:
http://www.sec.gov. Reports, proxy statements and other information filed by the
Company may also be inspected at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20002.
The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits thereto, referred to as the
"Registration Statement"). This prospectus does not contain all the information
set forth in the Registration Statement. For further information, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which provide certain information with respect
to First West Chester, are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
2. The Company's Quarterly Reports on From 10-Q for the quarter ended
March 31, 1997, as amended;
3. The Company's Current Reports on Form 8-K filed on February 24, 1997
and June 24, 1997; and
4. The description of the Company's Common Stock contained in the
registration statement filed by the Company to register such
securities under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All documents filed by First West Chester pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to termination of the offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that the
statement is modified or superseded by any other subsequently filed document
which is incorporated or is deemed to be incorporated by reference herein. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. First West Chester hereby undertakes to
provide without charge to each person, including any beneficial owner, to whom
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated into this Prospectus and deemed to be part hereof, other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents. These documents are available upon
request by contacting: Mr. J. Duncan Smith, Treasurer, First West Chester
Corporation, 9 North High Street, West Chester, Pennsylvania 19380, (610)
692-3000.
<PAGE>
THE COMPANY
The Company is a Pennsylvania business corporation and a bank holding
company registered under the federal Bank Holding Corporation Act of 1956, as
amended. The First National Bank of West Chester is a wholly-owned subsidiary of
the Company. The Company's principal executive office is located at
9 North High Street, West Chester, Pennsylvania 19380 and its telephone number
is (610) 692-3000.
____________________
PROSPECTUS
TABLE OF CONTENTS
____________________
Page
----
The Company....................................................................3
Description of the Plan........................................................4
Use of Proceeds...............................................................14
Legal Matters.................................................................14
Experts.......................................................................14
Commission Position on Indemnification........................................14
<PAGE>
DESCRIPTION OF THE PLAN
The following questions and answers constitute the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the Company as
last amended by the Board of Directors on August 1, 1997.
DEFINITIONS
For convenience of reference, the definitions of certain key terms used
in the "Description of Plan," are included below:
a. "Authorization Form" means the form or other document designated by
the Plan Agent as the evidence of a shareholder's election to
participate in the Plan.
b. "Company" means First West Chester Corporation.
c. "Investment Date" shall mean the dividend payment date for dividends
payable in cash by the Company. If the Investment Date falls of a
date when there is no trading, the Investment Date shall be the next
trading day.
d. "Investment Period" means that period of time beginning fifteen (15)
days before an Investment Date and ending on the earlier of (i) the
date on which the Plan Agent completes the acquisition of shares to
cover the reinvestment of the dividend payment and the investment of
optional cash payments for such Investment Date, or (ii) the date
which is thirty (30) days after the Investment Date.
e. "Participant" means a shareholder of record of the Company who has
elected to participate in the Plan by delivering an executed
Authorization Form to the Plan Agent.
f. "Plan" means the Dividend Reinvestment and Stock Purchase Plan.
g. "Plan Account" means the account maintained for the benefit of a
Participant.
h. "Plan Agent" means Registrar and Transfer Company, or such other
independent agent as the Company may from time to time appoint to
administer the Plan.
i. "Plan Shares" means the shares of Stock that are held by the Plan
Agent for the benefit of the Participants in the Plan.
j. "Purchase Date" shall mean (i) the first business day of a month in
which there is no Investment Date, or (ii) the Investment Date
during any month in which there is an Investment Date. If the
Purchase Date falls on a date when there is no trading, the Purchase
Date shall be the next trading day.
<PAGE>
PURPOSE
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1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide the shareholders of the Company
with a convenient and economical method of investing cash dividends and optional
cash payments in additional shares of the Company's Common Stock.
ADVANTAGES
- - ----------
2. WHAT ARE THE ADVANTAGES AND DISADVANTAGES OF THE PLAN?
Participation in the Plan provides Participants with the following
advantages:
a. Participants may systematically build their holdings of the
Company's Common Stock without incurring a service charge or
administrative cost by:
i. automatically reinvesting cash dividends
on all or a portion of the Participant's holdings of the
Company's Common Stock in additional shares of the Company's
Common Stock; and
ii. purchasing additional shares of the
Company's Common Stock through optional cash payments of not
less than $25 and not more than $2,000 per month.
b. Reinvested cash dividends and optional payments will be fully
invested because the Plan provides for fractional shares to be
credited to a participant's Plan Account (such fractional
shares calculated to four decimal places).
c. Record keeping will be simplified because each participant
will receive complete and accurate periodic statements of
activity in his Plan Account. Participation in the Plan
presents the following disadvantages to Participants:
a. No interest is paid on dividends credited or optional cash
payments made to Plan Accounts and held pending reinvestment, investment or
return to a Participant. See Question 11.
b. Optional cash payments delivered to the Plan Agent will notbe
returned to the Participant unless a written request is received by the Plan
Agent at least five (5) days prior to the relevant dividend payment date. See
Question 12.
c. Requests for issuance of certificates and the sale of
shares from a Plan Account that are received during an Investment Period will be
delayed until completion of the Investment Period. See Question 22.
d. Participants cannot designate to the Plan Agent a specific
price at which to sell or purchase shares of the Company's Common Stock. See
Question 15.
<PAGE>
ADMINISTRATION
- - --------------
3. WHO IS THE PLAN AGENT AND WHAT ARE THE PLAN AGENT'S RESPONSIBILITIES?
Registrar and Transfer Company is currently the Plan Agent responsible
for administering the Plan. The Plan Agent's duties include receiving initial
and optional cash investments of Participants, purchasing shares of the
Company's Common Stock for each Participant, crediting those purchases to each
Participant's Plan Account, maintaining all records of such purchases, holding
the purchased shares and providing each Participant with periodic statements of
account showing all transactions in such Participant's Plan Account for the
applicable period.
PARTICIPATION
- - -------------
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All holders of record of the Company's Common Stock are eligible to
participate in the Plan, except as otherwise determined by the Board of
Directors. The Board of Directors may refuse to offer the Plan to shareholders
residing in any state which requires the registration or qualification of the
Common Stock to be issued pursuant to the Plan, or exemption therefrom, if such
registration, qualification or exemption results in undue burden or expenses to
the Company, as determined by the Board of Directors in its sole discretion.
5. MAY A SHAREHOLDER WHOSE STOCK IS REGISTERED IN THE NAME OF A BROKER
PARTICIPATE IN THE PLAN?
In order to participate in the Plan a person who beneficially owns
shares which are registered in the name of a broker or nominee must first become
a shareholder of record by having such portion of his shares as to which he
would like to participate in the Plan transferred into his own name.
6. HOW DOES AN ELIGIBLE SHAREHOLDER PARTICIPATE IN THE PLAN?
Shareholders of record may enroll in the Plan by submitting a properly
completed and signed Authorization Form to the Plan Agent. Authorization Forms
may be obtained from: Register and Transfer Company, 10 Commerce Drive,
Cranford, New Jersey 07016, telephone number (800) 368-5948.
7. WHEN MAY A SHAREHOLDER ENROLL IN THE PLAN?
Shareholders may enroll in the Plan at any time. If a properly
completed Authorization Form is received by the Plan Agent at least ten (10)
days prior to a dividend payment date, reinvestment will commence with that
dividend payment. If an Authorization Form is received from a shareholder less
than ten (10) days before a dividend payment date, the reinvestment of dividends
will begin with the payment of the next dividend if the shareholder is still a
holder of record. A shareholder of record may participate with respect to all or
any percentage of his shares.
8. WHAT ALTERNATIVES ARE AVAILABLE TO PARTICIPANTS IN THE PLAN?
The following investment options are available to Participants:
a. Full Dividend Reinvestment -- A Participant may direct the
reinvestment of cash dividends on all the Company's Common Stock registered in
his name, including all whole and fractional Plan Shares.
b. Partial Dividend Reinvestment -- A Participant may direct the
reinvestment of cash dividends on a portion of the Company's Common Stock
registered in his name. A Participant may elect partial dividend reinvestment
for a percentage of his shares, provided such percentage is either (a) a
multiple of 5, (b) 33-1/3% or (c) 66-2/3%.
c. Investment of Optional Cash Payments -- A Participant who has
elected either Full or Partial Dividend Reinvestment may also make optional cash
payments to be used for the purchase of additional shares of the Company's
Common Stock.
OPTIONAL CASH PAYMENTS
- - ----------------------
9. MAY A PARTICIPANT BUY ADDITIONAL SHARES OF COMMON STOCK BY MAKING
OPTIONAL CASH PAYMENTS?
Yes. After enrollment in the Plan and following the first reinvestment
dividend, a Participant may purchase additional shares of the Company's Common
Stock by making optional cash payments.
<PAGE>
10. MAY A PARTICIPANT ELECT TO MAKE ONLY OPTIONAL CASH PAYMENTS UNDER THE
PLAN?
No. Participation in the Plan is limited to shareholders who elect to
apply dividends on the Company's Common Stock held of record by them to the
purchase of additional shares of Common Stock. Once so enrolled, a shareholder
may elect to make optional cash payments to purchase additional shares of the
Company's Common Stock.
11. HOW CAN A PARTICIPANT MAKE OPTIONAL CASH PAYMENTS TO PURCHASE
ADDITIONAL SHARES?
Optional cash payments may be made monthly. The minimum optional cash
payment is $25 and the total optional cash payments by a Participant may not
exceed $2,000 per month. The same amount need not be invested each month.
Participants are under no obligation to make optional cash payments.
Optional cash payments should be forwarded by check or money order to
the Plan Agent with the payment form attached to the Participant's statement of
account. Because no interest will be paid on optional cash payments, and because
optional cash payments will be invested on a Purchase Date only if received not
less than ten (10) days prior to such Purchase Date, it is recommended that
optional cash payments be sent to the Plan Agent so as to reach the Plan Agent
as close to, but not later than ten (10) days prior to the desired Purchase
Date. Optional cash payments received less than ten (10) days prior to a
Purchase Date will be retained by the Plan Agent and applied to the purchase of
Stock for the account of the Participant on the next Purchase Date if the
Participant is still a holder of record on such next Purchase Date. An optional
cash payment will not be deemed to have been made by a Participant or received
by the Plan Agent until the funds so contributed are actually collected.
12. MAY AN OPTIONAL CASH PAYMENT BE RETURNED TO A PARTICIPANT UPON REQUEST?
Optional cash payments will be returned to a Participant upon written
request to the Plan Agent, provided that the request is received by the Plan
Agent at least five (5) business days prior to the next scheduled dividend
payment date.
<PAGE>
COST
- - ----
13. HOW MUCH DOES IT COST TO PARTICIPATE IN THE PLAN?
There are no service charges, fees or other administrative costs under
the Plan. Each Participant will pay a proportionate share of the brokerage
commissions, if any, paid on the purchase of shares under the Plan. However,
since the Company's Common Stock is presently traded over-the-counter through
market makers (who make a profit through pricing of the stock rather than by
means of commissions), it is not anticipated that any significant number of
shares will be acquired in brokered transactions. No brokers fees will be
payable on shares purchased from the Company.
PURCHASE OF SHARES
- - ------------------
14. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares needed to meet the requirements of the Plan will either be
purchased in the open market, issued directly by the Company from
authorized but unissued or treasury shares or acquired through a
combination of the foregoing. Shares purchased in the open market will
be purchased by the Plan Agent (or other independent agent appointed by
the Company) who will have sole discretion in all matters related to
such purchases, including the day and time of purchase, purchase price
paid, number of shares purchased and the markets or persons through
whom the purchases will be made.
On each Investment Date, the Company will pay to the Plan Agent such
portion of the dividends payable on each Participant's shares of Stock as the
Company has determined will be used to purchase Stock in the open market. The
balance of the dividends payable will be retained by the Company as
consideration for shares to be purchased from the Company. At such time as the
price per share of shares to be purchased from the Company shall be determined,
the Company shall authorize the issuance to the Plan of such number of shares
that the remaining portion of the dividends payable will purchase at the price
so determined. The shares issued by the Company may be newly issued shares,
shares reissued from treasury, or such combination of new or treasury shares as
the Company deems appropriate. See Question 16.
15. WHAT IS THE PRICE TO A PARTICIPANT OF SHARES PURCHASED BY THE PLAN IN
THE OPEN MARKET?
The purchase price to a Participant of shares purchased in the open
market will be the Participant's pro rata share of the weighted average price,
including brokerage commissions, if any (the "Open Market Price"), of all shares
purchased in the open market by the Plan Agent to satisfy Plan requirements for
such Purchase Date.
Because the Plan Agent will arrange for the purchase of shares on
behalf of the Plan Participants, neither the Company nor any Participant will
have the authority to control the timing or pricing of shares purchased.
Therefore, Participants will not be able to precisely time their purchases
through the Plan, and Participants will bear the market risk associated with
fluctuations in the price of the Company's Common Stock during the Investment
Period. It is possible that the market price of the Company's stock could go up
or down before the Plan Agent completes the purchasing of shares necessary to
meet the requirements of the Plan.
<PAGE>
16. WHAT IS THE PRICE TO A PARTICIPANT OF SHARES PURCHASED BY THE PLAN FROM
THE COMPANY?
Provided that at least twenty-five percent (25%) of the shares needed
to be acquired to satisfy the Plan requirements on any Purchase Date are
purchased in the open market, the purchase price per share of the shares
purchased from the Company to satisfy the balance of the Plan requirements will
be the Open Market Price. If less than twenty-five percent (25%) of the shares
needed to be acquired to satisfy the Plan requirements on any Purchase Date are
purchased in the open market, the purchase price per share to a Participant of
shares purchased from the Company will be the "Fair Market Value" of a share of
the Company's Common Stock. As defined in the Plan, the Fair Market Value of a
share of the Company's Common Stock is the mean between the highest bid price
and lowest asked price last quoted by the then current market makers in the
Company's Common Stock on the Purchase Date. If no such bid and asked price is
available, then the Fair Market Value will be the mean between the most recent
highest bid price and the lowest asked price last quoted prior to the Purchase
Date by the market makers for the Company's Common Stock.
17. WHEN ARE PURCHASES MADE?
Purchases of the Company's Common Stock in the open market will be made
as soon as possible after the applicable Purchase Date, but not more than thirty
(30) days after such date. No shares will be allocated to a Participant's Plan
Account until the acquisition of shares for such Purchase Date is completed. If,
within thirty (30) days following the Purchase Date, the Plan Agent is unable to
acquire sufficient shares in the open market to cover the purchases for such
quarter, the Plan Agent shall allocate the shares it has acquired among all
Participants on a pro rata basis and return to the Participants their pro rata
portion of the funds which were not invested within such time period.
18. HOW MANY SHARES WILL BE PURCHASED FOR EACH PARTICIPANT?
A Participant's Plan Account will be credited with that number of
shares, including fractional shares computed to four decimal places, equal to
the sum of (i) the applicable amount to be reinvested by the Participant divided
by the applicable purchase price per share, plus (ii) the applicable optional
cash payments by the Participant divided by the applicable purchase price per
share.
DIVIDENDS
- - ---------
19. MUST A PARTICIPANT SEND HIS DIVIDENDS TO THE COMPANY FOR REINVESTMENT?
No. In order to ensure prompt reinvestment, dividends on shares held by
a Participant and dividends on shares acquired under the Plan and held for a
Participant by the Plan Agent will be paid automatically by the Company to the
Plan Agent.
20. DO FRACTIONAL SHARES ALSO EARN DIVIDENDS?
Yes. If the amount to be invested for a Participant does not equal the
exact cost of a full share, that Participant will be credited with a fractional
share, which will earn dividend income in the same way, as a full share and in
proportion to the size of the share.
<PAGE>
STOCK CERTIFICATES
- - ------------------
21. WHAT HAPPENS TO STOCK CERTIFICATES UNDER THE PLAN?
Plan Shares will be registered in the name of the Plan Agent (or its
nominee) as agent for the Participants. Certificates for such Plan Shares will
not be issued to a Participant unless requested in writing.
22. MAY PLAN SHARES BE WITHDRAWN FROM THE PLAN AND EXCHANGED FOR STOCK
CERTIFICATES?
Yes. Participants may withdraw all or a portion of the Plan Shares in
their Plan Accounts by notifying the Plan Agent in writing to that effect and by
specifying in the notice the number of shares to be withdrawn. Certificates for
any number of whole Plan Shares will be issued to a Participant within fifteen
(15) days of a written request to the Plan Agent signed by the Participant. Any
remaining whole or fractional Plan Shares will continue to be held by the Plan
Agent as the agent for the Participant. Any notice of withdrawal received during
an Investment Period will not be effective until completion of the Investment
Period.
Certificates issued to Participants will be registered in the name or
names in which the Participant's Plan Account is maintained. The original
Authorization Form election for Plan participation will remain in effect for the
certificated shares. If a Participant requests a certificate to be registered in
a name other than that shown on the Authorization Form, such request must be
signed by all persons in whose name the Plan Account is registered and be
accompanied by such other documentation as the Plan Agent may reasonably
require.
REPORTS TO PARTICIPANTS
- - -----------------------
23. WHAT RECORDS AND REPORTS WILL A PARTICIPANT RECEIVE?
Each Participant for whose Plan Account a transaction has occurred,
will receive a statement of his Plan Account as soon as practicable following
the completion of the Investment Period showing:
a. the amount of any dividend and optional cash payment applied
toward such investment;
b. the taxes withheld, if any;
c. the net amount invested;
d. the number of shares purchased;
e. the purchase price per share; and
f. the total shares accumulated under the Plan, computed to four
(4) decimal places.
These statements are records of the Participant's transactions under
the Plan and should be retained for income tax purposes. In addition, each
Participant will also receive annually Internal Revenue Service information for
reporting dividend income received.
Participants will continue to receive copies of the same communications
sent to all other holders of the Company's Common Stock, including quarterly
reports and annual reports to shareholders, notices of the annual meetings and
proxy statements.
<PAGE>
SALE OF PLAN SHARES
- - -------------------
24. MAY A PARTICIPANT SELL ALL OR A PORTION OF HIS PLAN SHARES?
Yes. A Participant may sell all or any portion of his Plan Shares by
notifying the Plan Agent in writing to that effect and by specifying in the
notice the number of Plan Shares to be sold. Such request must be signed by all
persons in whose name the Plan Account is registered and be accompanied by such
other documentation as the Plan Agent may reasonably require.
Within fifteen (15) days after the date such notice is received, the
Plan Agent will execute a sale order and will deliver to the Participant a check
for the proceeds of the sale, less any brokerage commissions, Plan Agent fees,
applicable withholding tax and any transfer tax incurred. However, notices
received during an Investment Period will be processed immediately after the
completion of the Investment Period.
A request to sell shares is irrevocable after it is received by the
Company. Participants cannot designate to the Plan Agent the price per share at
which to sell the Participant's Plan Shares; consequently, the Participant will
bear the market risk associated with fluctuations in the price of the Company's
the Company's Common Stock during the period following the delivery to the Plan
Agent of the Participant's notice requesting sale of Plan Shares. A Participant
can control the terms of the sale of Plan Shares only by first withdrawing such
Plan Shares from the Plan in certificated form. See Question 22.
TERMINATION OF PARTICIPATION
- - ----------------------------
25. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate participation in the Plan at any time by
giving written notice to the Plan Agent. Provided that such notice is not
received during a Investment Period, the Plan Agent will deliver to the
Participant within fifteen (15) days after the date on which such notice is
received by the Plan Agent, a certificate for all whole Plan Shares, a check for
any optional cash payments not then invested and a check based upon the then
current Fair Market Value for the Company's Common Stock for any fractional Plan
Share. Alternatively, a Participant may request in writing that all whole and
fractional shares credited to his Plan Account be sold by the Plan Agent. If
such a sale is requested, the Plan Agent will execute a sale order and will
deliver to the Participant a check for the proceeds of the sale, less any
brokerage commissions, Plan Agent fees, applicable withholding tax and transfer
tax incurred. If the notice of termination is received during a Investment
Period, the request to terminate participation will be processed immediately
after the completion of the Investment Period.
FEDERAL INCOME TAXES
- - --------------------
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
In general, a Participant will have the same federal income tax
consequences with respect to dividends payable to him as other holders of the
Company's Common Stock. Cash dividends, even though reinvested, continue to be
treated as taxable income. A Participant will not recognize any taxable income
when certificates are issued for shares credited to the Participant's Plan
Account upon the Participant's request or upon termination of the Plan. A
Participant will recognize gain or loss when any Plan Shares are sold on behalf
of the Participant upon the Participant's request. It is recommended that
Participants consult with their own tax advisors for further information as to
the consequences of participation in the Plan.
<PAGE>
OTHER INFORMATION
- - -----------------
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each meeting of shareholders, each Participant will receive a proxy
from the Plan Agent which will enable him to vote shares registered in his name
as well as whole shares credited to his Plan Account. If the proxy card is
returned properly signed and marked for voting, all of such whole shares will be
voted as marked. The total number of whole Plan Shares may also be voted in
person at a shareholders meeting. Fractional shares will not be voted. If a
proxy card is properly signed and returned without instructions as to any item
thereon, all of a Participant's whole shares--those registered in his or her
name and those credited to his Plan Account under the Plan--will be voted in
accordance with the recommendations of the management of the Company, just as
for nonparticipating shareholders who return proxies and who do not provide
instructions. If a proxy card is not returned or if it is returned unsigned,
none of the Participant's shares will be voted unless the Participant votes in
person.
28. WHAT LIABILITY WILL THE COMPANY AND THE PLAN AGENT HAVE UNDER THE
PLAN?
Neither the Company nor the Plan Agent will be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of (i) a failure to terminate a
Participant's Plan Account upon such Participant's death, (ii) the prices at
which shares are purchased or sold, or (iii) the times when purchases or sales
are made.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN
AGENT CAN ASSURE PARTICIPANTS OF PROFITS, OR PROTECT PARTICIPANTS AGAINST
LOSSES, ON SHARES PURCHASED AND/OR HELD UNDER THE PLAN.
29. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT?
Any shares resulting from a stock dividend or stock split by the
Company on Plan Shares will be added to a Participant's Plan Account as
additional Plan Shares.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company may amend, supplement, suspend, modify or terminate the
Plan at any time without the approval of the Participants. Thirty (30) days
notice of any such amendment which would have a material adverse effect on
Participants will be sent to all Participants, who will have the right to
withdraw from the Plan.
Upon termination of the Plan by the Company, a certificate will be
issued to each Participant for the number of full shares in such Participant's
Plan Account. The value of any fractional share in such Participant's Plan
Account will be paid by check to the Participant. Such value will be based upon
the then current Fair Market Value for the Company's Common Stock.
Any question of interpretation arising under the Plan will be
determined by the Board of Directors of the Company pursuant to applicable
federal and state law and the rules and regulations of all regulatory
authorities. Such determinations will be final and binding on all Participants.
The Company may adopt rules and regulations at any time to facilitate the
administration of the Plan.
<PAGE>
31. MAY THE COMPANY TERMINATE PARTICIPATION OF A PARTICIPANT?
The Company, in its sole discretion, may at any time by notice in
writing mailed to a Participant, terminate a Participant's interest in the Plan,
in which case the Participant shall be treated as though he had terminated
participation in the Plan as of the date of mailing of the notice, and the Plan
Agent will deliver to the Participant a certificate for all whole Plan Shares in
the Participant's Plan Account, a check for any optional cash payments not then
invested and a check based upon the then current Fair Market Value for the
Company's Common Stock for any fractional Plan Share. In the event that a
Participant's certificated shares or Plan Shares go to zero, participation in
the Plan will be automatically terminated by the Company.
32. WHERE SHOULD CORRESPONDENCE OR INQUIRIES REGARDING THE PLAN BE
DIRECTED?
All correspondence concerning the Plan should be addressed to:
Registrar and Transfer Company
Attn: Dividend Reinvestment Plan Department
10 Commerce Drive
Cranford, New Jersey 07016
Telephone inquiries may be directed to Registrar and Transfer Company
at (800) 368-5948.
<PAGE>
USE OF PROCEEDS
The Company has not determined the specific uses of the net proceeds
from the purchase of shares of Common Stock from the Company pursuant to the
Plan, in part, because the Company has no precise method for estimating the
number of shares that will ultimately be purchased from the Company under the
Plan, the prices at which such shares will be sold nor the timing of any such
sales of shares. Any proceeds received by the Company are expected to be used
for general corporate purposes. The Company will not receive any proceeds from
purchases of Common Stock for the Plan which are made in the open market.
LEGAL MATTERS
The legality of the issuance of the shares of Common Stock offered
hereby will be passed upon for the Company by MacElree, Harvey, Gallagher,
Featherman & Sebastian, Ltd., West Chester, Pennsylvania.
EXPERTS
The consolidated financial statements of the Company included in its
Annual Report on Form 10-K for the year ended December 31, 1996 are incorporated
by reference in the Registration Statement and in this Prospectus in reliance
upon the report of Grant Thornton, LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
COMMISSION POSITION ON INDEMNIFICATION
The Company's Articles of Incorporation and By-laws provide that the
Registrant shall indemnify its directors and officers and the directors and
officers of its subsidiaries to the fullest extent permitted by and under the
terms and conditions of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "BCL"), as amended from time to time, and the Company may, by
action of its Board of Directors, indemnify employees and agents of the Company
pursuant to such law, provided that indemnification may 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate of the approximate amount of fees and
expenses which may be incurred by the Company in connection with the issuance
and distribution of shares of Common Stock pursuant to the Prospectus contained
in this Registration Statement and which will be paid by the Company.
Securities and Exchange Commission registration fee...........$ 699
Accounting fees and expenses......................................3,000
Legal fees and expenses...........................................5,000
Printing..........................................................4,000
Miscellaneous expenses............................................1,000
Total $13,699
=======
Item 15. Indemnification of Directors and Officers.
The Company's Articles of Incorporation and By-laws provide that the
Company shall indemnify its directors and officers and the directors and
officers of its subsidiaries to the fullest extent permitted by and under the
terms and conditions of the Business Corporation Law of the Commonwealth of
Pennsylvania (the "BCL"), as amended from time to time, and the Company may, by
action of its Board of Directors, indemnify employees and agents of the Company
pursuant to such law, provided that indemnification may 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.
In accordance with the BCL, the Company's By-laws include the indemnification
provision excerpted below:
Section 8.02. Indemnification. The Corporation
---------------
shall indemnify any officer or director (or employee or agent
designated by majority vote of the Board of Directors to the
extent provided in such vote) who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, proceedings, whether civil, criminal,
administrative or investigative (including action by or in the
right of the Corporation) by reason of the fact that he is or was
a director or officer (or employee or agent) of the Corporation
or is or was serving at the request of the Corporation as a
director, officer (or employee or agent) of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding. Officers and directors of subsidiaries of the
Corporation shall be deemed to be persons acting as an officer or
director of another corporation at the request of the
Corporation. Indemnification pursuant to this Section 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. Expenses incurred
by an officer, director, employee or agent purportedly
indemnified by this Section in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation. The
indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 8.02 shall continue as to a
person who has ceased to be a director, officer, employee or
agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such person. This
Section 8.02 shall not be effective with respect to any action,
suit or proceeding commenced prior to January 27, 1987.
The Company maintains Directors' and Officers' liability insurance for all of
its Directors and Officers.
<PAGE>
Item 16. Exhibits.
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian,
Ltd.
10.1 Amended and Restated Dividend Reinvestment and Stock Purchase
Plan
23.1 Consent of Grant Thornton, LLP
23.2 Consent of MacElree, Harvey, Gallagher, Featherman and
Sebastian, Ltd. (included in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page of filing)
Item 17. Undertakings.
a. 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 the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding he foregoing, any
increase or decrease in 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 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
iii. to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; and
(2) that for the purpose for 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; and
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
b. 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 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August
1, 1997.
FIRST WEST CHESTER CORPORATION
By: /s/Charles E. Swope
----------------------------------------
Charles E. Swope, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Charles E. Swope, Eric W.
Rohrbach and J. Duncan Smith, and each of them, with full power to act without
the other, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ Charles E. Swope Chairman of the Board, President and August 1, 1997
- - ---------------------------
Charles E. Swope Chief Executive Officer
/s/ J. Duncan Smith Treasurer (Principal Accounting August 1, 1997
- - ---------------------------
J. Duncan Smith and Financial Officer)
/s/ Richard M. Armstrong Director August 1, 1997
- - ---------------------------
Richard M. Armstrong
/s/ John J. Ciccarone Director August 1, 1997
- - ---------------------------
John J. Ciccarone
/s/ M. Robert Clarke Director August 1, 1997
- - ---------------------------
M. Robert Clarke
/s/ Edward J. Cotter Secretary and Director August 1, 1997
- - ---------------------------
Edward J. Cotter
/s/ Clifford E. DeBaptiste Director August 1, 1997
- - ---------------------------
Clifford E. DeBaptiste
/s/ John A. Featherman, III Director August 1, 1997
- - ---------------------------
John A. Featherman, III
/s/ John S. Halsted Director August 1, 1997
- - ---------------------------
John S. Halsted
/s/ J. Carol Hanson Director August 1, 1997
- - ---------------------------
J. Carol Hanson
<PAGE>
/s/Devere Kauffman Director August 1, 1997
- - ---------------------------
Devere Kauffman
/s/ David L. Peirce Director August 1, 1997
- - ---------------------------
David L. Peirce
/s/ John B. Waldron Director August 1, 1997
- - ---------------------------
John B. Waldron
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August
1, 1997.
FIRST WEST CHESTER CORPORATION
By: ----------------------------------------
Charles E. Swope, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby makes, constitutes and appoints Charles E. Swope, Eric W.
Rohrbach and J. Duncan Smith, and each of them, with full power to act without
the other, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
_______________________ Chairman of the Board, President and August 1, 1997
Charles E. Swope Chief Executive Officer
_______________________ Treasurer (Principal Accounting August 1, 1997
J. Duncan Smith and Financial Officer)
_______________________ Director August 1, 1997
Richard M. Armstrong
_______________________ Director August 1, 1997
John J. Ciccarone
_______________________ Director August 1, 1997
M. Robert Clarke
_______________________ Secretary and Director August 1, 1997
Edward J. Cotter
_______________________ Director August 1, 1997
Clifford E. DeBaptiste
_______________________ Director August 1, 1997
John A. Featherman, III
_______________________ Director August 1, 1997
John S. Halsted
_______________________ Director August 1, 1997
J. Carol Hanson
_______________________ Director August 1, 1997
Devere Kauffman
_______________________ Director August 1, 1997
David L. Peirce
_______________________ Director August 1, 1997
John B. Waldron
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- - ----------- -------
5.1 Opinion of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
10.1 Amended and Restated Dividend Reinvestment and Stock Purchase Plan
23.1 Consent of Grant Thornton, LLP
23.2 Consent of MacElree, Harvey, Gallagher, Featherman & Sebastian, Ltd.
(included in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page of filing)
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MACELREE, HARVEY,
GALLAGHER, FEATHERMAN & SEBASTIAN, LTD.]
August 8, 1997
First West Chester Corporation
9 North High Street
West Chester, PA 19380
Gentlemen:
We refer to the Registration Statement on Form S-3 (Dividend
Reinvestment & Stock Purchase Plan) (the "Registration Statement") of First West
Chester Corporation, a Pennsylvania corporation (the "Company"), to be filed
with the Securities and Exchange Commission covering the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 75,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and Bylaws of the Company and such records, certificates and other
documents as we have considered necessary or appropriate for the purposes of
this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania; and
2. the Shares have been duly authorized and when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MACELREE, HARVEY, GALLAGHER, FEATHERMAN &
SEBASTIAN, LTD.
By: /s/ John A. Featherman, III
----------------------------------------
John A. Featherman, III
<PAGE>
EXHIBIT 10.1
FIRST WEST CHESTER CORPORATION
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Dividend Reinvestment and Stock Purchase Plan (the
"Plan") is to provide the shareholders of First West Chester Corporation with a
convenient and economical method of investing cash dividends and optional cash
payments in additional shares of the common stock of First West Chester
Corporation.
2. DEFINITIONS
For purposes of the Plan, the following words or phrases shall have the
meanings assigned to them below:
(a) "Authorization Form" shall mean the form or other document
designated by the Plan Agent as the evidence of a
shareholder's election to participate in the Plan.
(b) "Company" shall mean First West Chester Corporation.
(c) "Investment Date" shall mean the dividend payment date for
dividends payable in cash by the Company. If the Investment
Date falls on a date when there is no trading, the Investment
Date shall be the next trading day.
(d) "Investment Period" shall mean that period of time beginning
fifteen (15) days before an Investment Date and ending on the
earlier of (i) the date on which the Plan Agent completes the
acquisition of shares to cover the reinvestment of the
dividend payment and the investment of optional cash payments
for such Investment Date, or (ii) the date which is thirty
(30) days after the Investment Date.
(e) "Participant" shall mean a shareholder of record of the
Company who has elected to participate in the Plan by
delivering an executed Authorization Form to the Plan Agent.
(f) "Plan" shall mean the Dividend Reinvestment and Stock Purchase
Plan.
(g) "Plan Account" shall mean the account maintained for the
benefit of a Participant.
(h) "Plan Agent" shall mean Registrar & Transfer Company, or such
other independent agent as the Company may from time to time
appoint to administer the Plan.
(i) "Plan Shares" shall mean the shares of Stock that are held by
the Plan Agent for the benefit of the Participants in the
Plan.
(j) "Purchase Date" shall mean (i) the first business day of a
month in which there is no Investment Date, or (ii) the
Investment Date during any month in which there is an
Investment Date. If the Purchase Date falls on a date when
there is no trading, the Purchase Date shall be the next
trading day.
(k) "Stock" shall mean the $1.00 par value common stock of the
Company.
3. ADMINISTRATION
The Plan shall be administered by the Plan Agent. All Plan Shares will
be registered in the name of the Plan Agent (or its nominee), as agent of the
respective Participants.
4. PARTICIPATION
All holders of record of the Stock of the Company are eligible to
participate in the Plan, except as otherwise determined by the Board of
Directors of the Company. The Board of Directors may refuse to offer the Plan to
shareholders residing in any state which requires the registration of
qualification of the Stock to be issued pursuant to the Plan, or exemption
therefrom, if such registration, qualification or exemption results in undue
burden or expense to the Company, as determined by the Board of Directors in its
sole discretion. A beneficial owner whose shares are registered in a name other
than his own must become a shareholder of record by having all or a part of such
shares transferred into his own name in order to participate in the Plan.
<PAGE>
5. ENROLLMENT
A shareholder of record may enroll in the Plan by completing and
signing an Authorization Form and returning it to the Plan Agent. If an
Authorization Form requesting reinvestment of dividends is received by the Plan
Agent at least ten (10) days before the payment date established for a
particular dividend, reinvestment will commence with that dividend. If an
Authorization Card is received from a shareholder less than ten (10) days before
the payment date established for a particular dividend, the reinvestment of
dividends will begin with the payment of the next dividend if the shareholder is
still a holder of record on the next Investment Date. A shareholder of record
may designate to reinvest the dividends on all or a percentage of his shares
through the Plan, provided such percentage is (a) a multiple of five, (b)
33-1/3% or (c) 66-2/3%.
6. OPTIONAL CASH PAYMENTS
A Participant may make optional cash payments to be used for the
purchase of additional shares of Stock. Optional cash payments may be made
monthly, but the minimum optional cash payment shall be $25 per month and the
maximum optional cash payment shall be $2,000 per month. The same amount need
not be invested each month. Participants are under no obligation to make
optional cash payments.
A Participant may make an optional cash payment by forwarding a check
or money order payable to the Plan Agent with the payment form attached to his
statement of account. The Plan Agent will apply each optional cash payment
received from a Participant at least ten (10) days before a Purchase Date to the
purchase of Stock for the account of that Participant on such Purchase Date. Any
optional cash payment received by the Plan Agent less than ten (10) days before
a Purchase Date shall be retained by the Plan Agent and applied to the purchase
of Stock for the account of the Participant on the next Purchase Date if the
Participant is still a holder of record on such next Purchase Date. An optional
cash payment will not be deemed to have been made by a Participant or received
by the Plan Agent until the funds so contributed are actually collected.
Interest will not be paid on optional cash payments. Optional cash
payments will be returned to a Participant upon written request to the Plan
Agent, provided that the request is received by the Plan Agent at least five (5)
business days prior to the next scheduled Purchase Date.
7. PURCHASES
Stock needed to meet the requirements of the Plan will either be
purchased in the open market, issued directly by the Company from authorized but
unissued or treasury shares or acquired through a combination of the foregoing.
Stock purchased in the open market will be purchased by the Plan Agent
(or other independent agent appointed by the Company) who will have sole
discretion in all matters related to such purchases, including the day and time
of purchase, purchase price paid, number of shares purchased and the markets or
persons through whom the purchases will be made. The purchase price per share to
a Participant for shares purchased on the open market will be the weighted
average price, including brokerage commissions, if any (the "Open Market
Price"), of all shares purchased in the open market by the Plan Agent to satisfy
Plan requirements.
Provided that at least twenty-five percent (25%) of the shares needed
to be acquired to satisfy the Plan requirements on any Purchase Date are
purchased in the open market, the purchase price per share of the shares
purchased from the Company to satisfy the balance of the Plan requirements will
be the Open Market Price. If less than twenty-five percent (25%) of the shares
needed to be acquired to satisfy the Plan requirements on any Purchase Date are
purchased in the open market, the purchase price per share to a Participant will
be the "Fair Market Value" of a share of the Stock. The Fair Market Value of a
share of the Stock is the mean between the highest bid price and lowest asked
price last quoted by the then current market makers in the Stock on the Purchase
Date. If no such bid and asked price is available, then the Fair Market Value
will be the mean between the most recent highest bid price and lowest asked
price last quoted by the market makers of the Stock prior to the Purchase Date.
On each Investment Date, the Company will pay to the Plan Agent such
portion of the dividends payable on each Participant's shares of Stock as the
Company has determined will be used to purchase Stock in the open market. The
balance of the dividends payable will be retained by the Company as
consideration for shares to be purchased from the Company. At such time as the
price per share of shares to be purchased from the Company shall be determined,
the Company shall authorize the issuance to the Plan of such number of shares
that the remaining portion of the dividends payable will purchase at the price
as so determined. The shares issued by the Company may be newly issued shares,
shares from treasury, or such combination of new or treasury shares as the
Company deems appropriate.
<PAGE>
Purchases of Stock in the open market will be made as soon as possible
after the applicable Purchase Date, but not more than thirty (30) days after
such date. No shares will be allocated to a Participant's account until the
earlier of (i) the date on which the Plan Agent has purchased the shares
required to be purchased on such Purchase Date, or (ii) the date which is thirty
(30) days after the respective Purchase Date. If, within thirty (30) days
following a Purchase Date, the Plan Agent is unable to acquire sufficient shares
in the open market to cover the purchases for such period, the Plan Agent shall
allocate the shares it has acquired among all Participants on a pro rata basis
and return to the Participants their pro rata portion of the funds which were
not invested within such time period.
Each Participant's account will be credited with that number of shares,
including fractional shares computed to four decimal places, equal to the sum of
(i) the applicable amount to be reinvested by the Participant divided by the
applicable purchase price per share, plus (ii) the applicable optional cash
payments by the Participant divided by the applicable purchase price per share.
8. DIVIDENDS
As record holder of the Plan Shares held in a Participant's account
under the Plan, the Plan Agent will receive dividends on all Plan Shares held by
it on each dividend record date, will credit such dividends to each
Participant's account in proportion to the number of whole or fractional shares
held in each account, and will automatically reinvest the dividends in shares of
Stock purchased in the open market or issued directly by the Company in the same
manner as described in Section 7 hereof.
9. COSTS
All costs of administration of the Plan and service charges (other than
brokerage commissions, if any) will be paid by the Company. Participants will be
charged the actual cost of all shares purchased in the open market (including
brokerage commissions, if any).
10. REPORTS TO PARTICIPANTS
As soon as practicable after each Purchase Date, the Plan Agent will
mail to each Participant for whose account a transaction has occurred under the
Plan, a statement showing:
(a) the amount of any dividend and optional cash payment applied
toward such investment;
(b) the taxes withheld, if any;
(c) the net amount invested;
(d) the number of shares purchased;
(e) the purchase price per share; and
(f) the total shares accumulated under the Plan, computed to four
(4) decimal places.
Each Participant will receive annually, Internal Revenue Service
information for reporting dividend income received.
11. VOTING OF SHARES
For each meeting of shareholder, the Plan Agent will forward a proxy to
each Participant. The Participant's whole Plan Shares will be voted in
accordance with the instructions received from the Participant. Fractional
shares will not be voted. The Plan Shares of a Participant who does not return a
proxy will not be voted.
12. WITHDRAWAL OF SHARES IN PLAN ACCOUNTS BY ISSUANCE OF CERTIFICATES
All Plan Shares will be registered in the name of the Plan Agent or its
nominee, as agent for the Participants. Certificates in exchange for Plan Shares
will not be issued to Participants unless requested in writing. Participants may
withdraw all or a portion of the Plan Shares in their accounts by notifying the
Plan Agent in writing to that effect and by specifying in the notice the number
of shares to be withdrawn. Certificates for any number of whole Plan Shares will
be issued to a Participant within fifteen (15) days of a written request to the
Plan Agent signed by the Participant. Any remaining whole or fractional Plan
Shares will continue to be held by the Plan Agent as the agent for the
Participant. Certificates for fractional shares will not be issued under any
circumstances. Any notice of withdrawal received less than fifteen (15) days
prior to a dividend payment date will not be effective until dividends paid for
such payment date have been reinvested and the shares credited to the
Participant's account.
<PAGE>
Certificates issued to Participants will be registered in the name or
names in which the Participant's account is maintained. The original
Authorization Form election for Plan participation will remain in effect for the
certificated shares. If a Participant requests a certificate to be registered in
a name other than that shown on the account, such request must be signed by all
persons in whose name the account is registered and be accompanied by such other
documentation as the Plan Agent may reasonably require.
13. WITHDRAWAL OF SHARES IN PLAN ACCOUNT BY CASH PAYMENT
A Participant may sell all or any portion of the Plan Shares by
notifying the Plan Agent in writing to that effect and by specifying in the
notice the number of shares to be sold. Such request must be signed by all
persons in whose name the account is registered and be accompanied by such other
documentation as the Plan Agent may reasonably require.
Within fifteen (15) days after the date such notice is received, the
Plan Agent will execute a sale order and will deliver to the Participant a check
for the proceeds of the sale, less any brokerage commissions, Plan Agent fees,
applicable withholding tax and transfer tax incurred. However, notices received
during the Investment Period will be processed immediately after completion of
the Investment Period.
14. TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a Participant at any
time by giving written notice to the Plan Agent. Within fifteen (15) days after
the date on which such notice is received by the Plan Agent (the Termination
Date), the Plan Agent will deliver to the Participant (a) a certificate for all
whole Plan Shares held under the Plan, (b) a check representing any optional
cash payments, and (c) a check in lieu of the issuance of a fractional share,
equal to the fractional Plan share multiplied by the net sale price per share of
the Stock on the Termination Date. However, notices received during the
Investment Period will be processed immediately after completion of the
Investment Period. The Company, in its sole discretion, may at any time by
notice in writing mailed to a Participant, terminate a Participant's interest in
the Plan, in which case the Participant shall be treated as though he had
terminated participation on the Plan as of the date of mailing of the notice. In
the event that a participant's certificated shares or Plan Shares go to zero,
Plan participation will be automatically terminated.
In the alternative, a Participant may request in the notice of
termination delivered to the Plan Agent that all of the Plan Shares in his
account both whole and fractional, be sold. If such a sale is requested, the
Plan Agent will execute a sale order and will deliver to the Participant a check
for the proceeds of the sale, less any brokerage commissions, Plan Agent fees,
applicable withholding tax and transfer tax incurred.
15. STOCK DIVIDENDS, STOCK SPLITS, RIGHTS OFFERINGS
Any shares resulting from a stock dividend or stock split by the
Company on the Plan Shares of a Participant shall be added to the Participant's
account with the Plan Agent as additional Plan Shares.
In the event of a rights offering by the Company, the basis for any
rights offering will include the Plan Shares credited to a Participant's
account.
16. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Company, may amend, supplement, suspend, modify or terminate the
Plan at any time without the approval of the Participants. Thirty (30) days
notice of any suspension, termination or amendment which would have a material
adverse effect on the Participants' rights hereunder shall be sent to all
Participants, who shall in all events have the right to withdraw from the Plan.
17. INTERPRETATION OF THE PLAN
The Plan, the Authorization Form and the Participant's accounts shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania and applicable state and federal securities laws. Any question of
interpretation arising under the Plan shall be determined by the Board of
Directors of the Company pursuant to applicable federal and state law and the
rules and regulations of all regulatory authorities. Such determination shall be
final and binding on all Participants. The Company may adopt rules and
regulations at any time to facilitate the administration of the Plan.
18. RESPONSIBILITIES OF THE COMPANY AND THE PLAN AGENT
Neither the Company nor the Plan Agent shall be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of (a) failure to terminate a
Participant's account upon such Participants death and (b) the prices at which
shares are purchased or sold, or the times when purchases or sales are made.
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF GRANT THORNTON]
We have issued our report dated January 24, 1997 accompanying the
consolidated financial statements of First West Chester Corporation and
subsidiaries appearing in the Annual Report on Form 10-K for the year ended
December 31, 1996 which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report and to the use of our name as it appears
under the caption "Experts."
Date: August 8, 1997 Grant Thornton LLP
/s/ Grant Thornton LLP
--------------------------
Philadelphia, Pennsylvania
