<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1999
Registration No._________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COMMUNITY INDEPENDENT BANK, INC.
(Exact Name of registrant as specified in its charter)
Pennsylvania 23-2357593
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
201 North Main Street
Bernville, PA 19506
(610) 488-1200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Copy to:
Arlan J. Werst, President and Charles J. Ferry, Esquire
Chief Executive Officer Rhoads & Sinon LLP
Community Independent Bank, Inc. One South Market Square
201 North Main Street P. O. Box 1146
Bernville, PA 19506 Harrisburg, PA 17108-1146
(610) 488-1200 (717) 233-5731
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
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Approximate date of commencement of proposed sale to the public July 6, 1999.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per share (1) price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock 225,000 shares $ 12.00 $ 2,700,000.00 $ 750.60
====================================================================================================================
</TABLE>
(1) Based, pursuant to Rule 457(c), upon the average of the High and Low price
of Community Independent Bank, Inc. on June 28, 1999 as reported on the
American Stock Exchange. On June 28, 1999, there were no reported
transactions in the stock of Community Independent Bank, Inc. and the stock
closed at $12.00 per share.
<PAGE>
PROSPECTUS
[COMMUNITY INDEPENDENT BANK, INC. LETTERHEAD LOGO]
STOCKHOLDER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
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The Stockholder Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Community Independent Bank, Inc. ("CIB") provides Participants with a convenient
and economical way to purchase CIB's Common Stock ("Shares") by investing cash
dividends paid on their Shares and voluntary cash contributions in additional
Shares. Some of the significant features of the Plan are:
. Participants may purchase Shares through the automatic reinvestment of
quarterly cash dividends on their Shares.
. Participants may make voluntary cash contributions to be applied to
the purchase of additional Shares.
. The full available amount of cash dividends and voluntary cash
contributions are invested in Shares because the Plan permits
fractional interests in the Shares to be held in the Plan.
. A beneficial owner of Shares held through a broker or other nominee
name may participate in the Plan either by making an appropriate
arrangement with the nominee or by having the Shares transferred and
registered in the beneficial owner's name.
Participation in the Plan is voluntary. Participants may terminate their
participation at any time. Stockholders who do not choose to participate in the
Plan will continue to receive cash dividends, as declared, in the usual manner.
You should rely only on the information incorporated by reference or provided in
this Prospectus or any Prospectus Supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this Prospectus or any Prospectus Supplement is accurate
as of any date other than the date on the front of those documents.
Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved the Common Stock or determined if this
Prospectus is accurate or complete. Any representation to the contrary is a
criminal offense
It is suggested that this Prospectus be retained for future use.
The date of this Prospectus is June 15, 1999.
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WHERE YOU CAN FIND MORE INFORMATION
CIB files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any materials we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. To obtain information on the
operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC
also maintains an Internet site at http://www.sec.gov where you can
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electronically access copies of our SEC filings.
The SEC allows us to "incorporate by reference" into this Prospectus information
about CIB which is contained in the reports we file with the SEC. This means
that we can disclose this information to you by referring to our SEC reports.
The information incorporated by reference is deemed to be part of this
Prospectus. The following is a list of the reports which are incorporated by
reference in this Prospectus:
. Our latest Annual Report on Form 10-KSB. At the date of this
Prospectus, our latest Form 10-KSB Annual Report was our report for
the year ended December 31, 1998.
. Our latest Quarterly Report on Form 10-QSB and any amendments on Form
10-QSB/A. At the date of this Prospectus, our latest 10-QSB Quarterly
Report was our report for the period ended March 31, 1999.
. Any Quarterly Reports on Form 10-QSB Current Report on Form 8-K and
proxy statements that we file after the date of our latest Annual
Report on Form 10-KSB. At the date of this Prospectus, we had not
filed any of these reports since the date of our latest Form 10-QSB
filing.
Copies of the documents incorporated by reference in the Prospectus are
available at the SEC's Public Reference Room and at its Internet site at the
addresses given in the first paragraph under this caption. You can also obtain
copies of any or all of the documents, without charge, by written or oral
request to Community Independent Bank, Inc., 900 Corporate Drive, Reading, PA
19605, (610) 916-2200.
THE COMPANY
CIB is a one-bank holding company incorporated under the laws of the
Commonwealth of Pennsylvania. CIB's principal subsidiary, Bernville Bank, N.A.
(the "Bank"), is a national bank having its administrative offices in Bernville,
Pennsylvania.
CIB's corporate office is located at 201 North Main Street, Bernville,
Pennsylvania 19506; its telephone number is (610) 488-1200.
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THE PLAN
The following questions and answers explain the terms of CIB's Stockholder
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of CIB's Common Stock
("Shares") with a simple, convenient and systematic method of investing cash
dividends and voluntary cash contributions in additional Shares. The purchase of
Shares pursuant to the Plan directly from CIB, in contrast to the purchase of
Shares on the open market, will provide CIB with additional capital to be used
for general corporate purposes.
PARTICIPATION
2. Who is eligible to participate?
(a) Stockholders of record - all holders of record of Shares of Common
Stock are eligible to participate in the Plan.
(b) Beneficial Owner of Shares of Common Stock - Beneficial Owners whose
Shares are registered in a name other than their own name (for example, in the
name of a broker, bank or other nominee) may participate by having their Shares
transferred into their own name, or by making arrangements for the broker, bank
or other nominee to participate in the Plan on their behalf. Most major brokers,
banks and other nominees will make such arrangements on request. See Question 6.
Your right to participate in the Plan is not transferable to another person
apart from a transfer of your underlying Shares.
Persons who reside in jurisdictions in which it is unlawful for CIB to
permit participation in the Plan are not eligible to participate in the Plan.
CIB reserves the right to exclude from participation in the Plan persons
who utilize the Plan to engage in short-term trading or arbitrage activities.
Although CIB has no present intention regarding the exclusion of persons from
participating in the Plan who utilize it to
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engage in short-term trading or other arbitrage activities, it reserves the
right to do so if it encounters a pattern of trading that it considers abusive
or objectionable.
PARTICIPATION CATEGORIES
3. What categories are available under the Plan?
If you are a registered or a beneficial owner of Shares who is eligible to
participate and you elect to become a Participant in the Plan, you must have all
cash dividends on all of your Shares reinvested automatically in common stock.
If you wish, you may also make Voluntary Cash Contributions to purchase
Shares, subject to a minimum investment of $100 and maximum investments of
$2,500 in any quarter.
BENEFITS AND DISADVANTAGES
4. What are the benefits and disadvantages of the Plan?
The primary benefits of the Plan are:
. You may have the cash dividends on all of your Shares reinvested
automatically in additional Shares of CIB's Common Stock.
. There are no brokerage commissions or service charges on Shares purchased
directly from CIB for your account.
. Your reinvested cash dividends will be fully invested because the Plan
provides for fractional Shares to be credited to your account.
Additionally, dividends on such fractional shares, as well as on whole
Shares participating in the Plan, will be reinvested automatically in
additional Shares and credited to your Plan account.
. You may also invest in additional Shares by making voluntary cash
contributions subject to an individual minimum limit of $100 and maximum
limit of $2,500 per quarter.
. You will avoid cumbersome safekeeping of stock certificates for Plan Shares
credited to your account.
. Periodic statements reflecting all current activity, including Shares
purchased and latest Plan account balance will simplify your record
keeping.
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The primary disadvantages of the Plan are:
. Participants who reinvest cash dividends will be treated for federal income
tax purposes as having received a dividend payment, giving rise to a tax
payment obligation without providing the Participant with immediate cash to
pay such tax when it becomes due. See Question 21.
. Participants will not know the actual number of Shares purchased under the
Plan until after the Pricing Period. See Questions 11 and 12.
. Shares deposited in a Plan account may not be pledged. See Question 23.
Neither CIB nor the Administrator can assure a profit or protect against a
loss on Shares purchased under the Plan.
ADMINISTRATION AND INTERPRETATION
5. Who will administer and interpret the Plan?
The Plan will be administered by Bernville Bank, N.A. or such successor
administrator as CIB may designate (the "Administrator"). The Administrator
keeps records of Participants' accounts, sends regular account statements to
Participants, and performs other duties relating to the Plan, but does not
engage in the buying or selling of Shares on the open market. Shares purchased
for each Participant under the Plan will be held by the Administrator on behalf
of the Participants, unless and until a Participant requests that a stock
certificate for his or her Shares be issued, as described in Question 17. The
Administrator also serves as dividend disbursement agent, transfer agent and
registrar for the Shares. Communications with the Administrator should be
directed as follows:
Bernville Bank, N.A.
900 Corporate Drive
Reading, PA 19605
Attn: Shareholder Services
By telephone, call (610) 916-2200.
When corresponding with the Administrator, we suggest that you give your
daytime telephone number and area code.
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CIB has the right to establish procedures for administration of the Plan
and to interpret the terms and conditions of the Plan. Its procedures and
interpretations will be final, conclusive and binding.
ENROLLMENT
6. How do I become a Participant?
If you are a registered holder, you may enroll in the Plan and become a
Participant by completing and signing an Authorization Form (enclosed herewith)
and returning it to the Administrator at the address set forth in Question 5. An
additional Authorization Form may be obtained at any time from the
Administrator. If you have your Shares registered in more than one name (e.g.,
joint tenants, trustees), all registered holders of such Shares must sign the
Authorization Form exactly as their names appear on the account registration.
If you are a beneficial owner but not a record holder of Shares, you must
instruct your broker, bank or other nominee in whose name your Shares are held
to participate in the Plan on your behalf.
You may enroll in the Plan at any time. Once enrolled, you remain enrolled
without further action on your part until you discontinue your participation or
until the Plan is terminated. See Question 19 regarding withdrawal from the Plan
and Question 29 regarding termination of the Plan. However, if there is any
subsequent change in the manner in which your name appears on your
certificate(s), you must sign another Authorization Form, and execute a stock
power form to change the registration of your Plan account, in order to continue
participation.
If you are already enrolled in the Plan, you do not need to complete
another Authorization Form to continue your participation.
7. What are the participation options and what does the Authorization
Form provide?
The Authorization Form directs CIB to transfer to the Administrator, for
the purchase of additional Shares, all of the cash dividends on (a) all Shares
owned by you on the applicable Record Date, and (b) all whole and fractional
Shares which have been credited to your Plan account. Shares in your Plan
account are referred to as "Plan Shares." The Authorization Form also may direct
the Administrator to acquire additional Shares with any voluntary cash
contributions that you make and to reinvest automatically all subsequent
dividends on Plan Shares. Cash dividends will continue to be reinvested on all
Plan Shares until the Participant terminates participation, or the Plan is
terminated.
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The Authorization Form provides for the purchase of Shares through the
investment options described below.
The investment options are as follows:
(1) "Dividend Contribution"
This option directs the Administrator to invest in accordance with the
Plan all cash dividends on all Shares then or subsequently owned by
you, and also all cash dividends on your whole and fractional Plan
Shares.
(2) "Voluntary Cash Contributions"
This option permits you to make voluntary cash contributions and
directs the Administrator to apply such contributions towards the
purchase of additional Shares in accordance with the Plan.
You may select one or both of the above options. In order to make voluntary
cash contributions, you must also have elected to make dividend contributions.
In each case, cash dividends on all Plan Shares added from time to time and held
in your Plan account, will be reinvested, until you withdraw from the Plan
altogether, or until the Plan is terminated. See Question 19 regarding
notification of withdrawal to the Administrator.
If you own Shares of record and also beneficially through one or more
brokers, banks or other nominees, each such holding will be treated as a
separate holding for purposes of authorizing participation in the Plan. To
participate in the Plan for all of your holdings, separate Authorization Forms
should be submitted by you individually for your record holdings and by each
such nominee for your beneficial holdings with it.
8. When will participation in the Plan begin?
Participation as to dividend reinvestment will begin with the next Dividend
Payment Date after the Administrator's receipt of the Authorization Form,
provided it is received by the Administrator by the Record Date for the
applicable cash dividend. Historically, the Dividend Payment Dates for Common
Stock have been in February, May, August and November. However, there is no
assurance that dividends will be paid in the future or that they will be paid on
those dates. The "Record Date" is the date used by the CIB for determining who
are the stockholders of record for the purpose of receiving any cash dividend.
Participation as to Voluntary Cash Contributions will commence with the
next Investment Date (as defined in Question 9), provided that authorization
therefor and the funds to be invested are received by the "Cash Due Date", which
is the fifth day preceding the Dividend Payment
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Date. Should the authorization (or the funds to be invested) arrive after the
time indicated above, the funds will be returned to the Participant.
PURCHASES
9. When will Shares be purchased under the Plan?
Purchases from CIB of treasury Shares or authorized but unissued Shares
will be made on the relevant Investment Date.
Purchases on the open market or in negotiated transactions will be made and
completed within a ten (10) trading day period commencing on the applicable
Dividend Payment Date (the first such day being the "Investment Date"), except
where completion at a later date is necessary or advisable under applicable
federal securities laws.
There can be no assurance as to the declaration or payment of dividends and
nothing contained in the Plan obligates CIB to declare or pay any dividends. The
Plan does not represent a change in CIB's dividend policy or a guarantee of
future dividends, which will continue to be determined by the Board of Directors
based upon CIB's earnings, financial condition and other factors.
10. What is the source of Shares to be purchased under the Plan?
Shares purchased under the Plan come from (a) treasury shares or
authorized by unissued shares purchased directly from CIB, (b) shares of CIB
purchased on the open market, or (c) a combination of such methods. CIB will
determine the source of the Plan purchases, which may vary from time to time.
11. At what price will Shares be purchased?
All Shares purchased through the Plan directly from CIB will be acquired at
a price to you (the "Purchase Price") equal to the mean between the high and low
sales price for the Shares on the American Stock Exchange (AMEX) as reported in
the financial press, on the applicable Investment Date; provided, however, that
if no trade is reported on AMEX for the applicable Investment Date, then on the
most recent date preceding the applicable Investment Date on which a trade was
reported.
In the event the Shares subsequently become listed for trading on the
NASDAQ Stock Market, or another national exchange, the Purchase Price will be
the mean between the high and low sales prices for the Shares on the NASDAQ
Stock Market or on the national exchange, as reported in the financial press, on
the applicable Investment Date; provided, however, that if no
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trade is reported on the NASDAQ Stock Market or such exchange for the applicable
Investment Date, then on the most recent date preceding the applicable
Investment Date on which a trade was reported.
All Shares purchased under the Plan through open market purchases will be
acquired within a ten (10) trading day period commencing on the applicable
Dividend Payment Date, at a price to you (the "Purchase Price") equal to the
weighted average of the prices actually paid for the Shares (including any
brokerage fees or commissions) purchased by the Plan through such open market
purchases.
12. How many Shares will be purchased for Participants?
The number of Shares that will be purchased for a Participant's Plan
account will depend on the amount of cash dividends to be reinvested, voluntary
cash contributions, or both, in a Participant's account, and the applicable
Purchase Price of the Shares purchased. A Participant's Plan account will be
credited with that number of Shares (including any fraction of a Share computed
to three (3) decimal places) that results from dividing the total amount
invested by the applicable Purchase Price. For purposes of this computation, the
amount of a Participant's cash dividends will include cash dividends payable on
all Participating Shares and on all Plan Shares.
13. How are open-market purchases of Shares made?
In connection with open-market purchases of Shares pursuant to the Plan,
the Administrator will transfer the cash dividends to be reinvested, and
voluntary cash contributions, to an independent purchasing agent (the
"Purchasing Agent"). The Purchasing Agent will be a broker-dealer registered
under the Securities Exchange Act of 1934, as selected by the Administrator from
time to time, who is unaffiliated with CIB. Aside from transferring funds to the
Purchasing Agent, neither CIB nor the Administrator will have any influence on
the manner, methods or timing of purchases of Shares on the open-market.
VOLUNTARY CASH CONTRIBUTIONS
14. Who will be eligible to make Voluntary Cash Contributions?
All record holders of shares of Common Stock who elect to have dividends
reinvested in accordance with provisions of the Plan may also elect to make
Voluntary Cash Contributions.
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15. What are the limitations on Voluntary Cash Contributions?
To be applied to the purchase of Shares on any given Investment Date,
Voluntary Cash Contributions must be received by the Administrator no later than
the fifth day preceding the Dividend Payment Date (the "Cash Due Date").
Voluntary Cash Contributions may not be less than $100, up to a maximum of
$2,500 in any quarter. CIB reserves the right in its sole discretion to
determine whether Voluntary Cash Contributions are made on behalf of a
particular Participant.
16. How does the voluntary cash contribution option work?
A Voluntary Cash Contribution may be made by enclosing a check or money
order with the Authorization Form (for new participants) or by forwarding a
check or money order to the Administrator with a payment form which will be sent
to Participants with each statement of account. Checks and money orders should
be made payable to Bernville Bank and should include the Participant's social
security number or taxpayer identification number.
Any Voluntary Cash Contribution received on or before the Cash Due Date but
no earlier than twenty (20) days prior to the relevant Dividend Payment Date,
will be applied to the purchase of Shares within a ten (10) trading day period
commencing with the Dividend Payment Date (the first such day being the
"Investment Date") at a price determined in accordance with provisions of the
Plan (see Question 11). Voluntary Cash Contributions made by check or other
draft will not be applied to the purchase of Shares on or for such Investment
Date unless such check or draft has cleared prior to such Investment Date. A
Participant may obtain the return of any Voluntary Cash Contribution upon
request received by the Administrator on or before the second business day prior
to the Investment Date on which it is to be invested. Interest will not be paid
on Voluntary Cash Contributions pending investment. Accordingly, you should send
your Voluntary Cash Contribution to arrive shortly before the Cash Due Date.
All Shares purchased through Voluntary Cash Contributions will
automatically become Plan Shares and future cash dividends on such Shares will
be reinvested through the Plan.
You should be aware that because investments under the Plan are made as of
specified dates, you lose any advantage that might otherwise be available from
being able to select the timing of your investment.
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CERTIFICATES
17. Will certificates be issued for Share purchases?
All Shares purchased through the Plan will be held by the Administrator.
This service protects against the loss, theft and destruction of certificates.
Upon written request and payment of a $10 administrative fee, the Administrator
will have certificates issued and delivered to you for any whole Shares credited
to your account. Certificates will be issued only in the same names as those
enrolled in the Plan. In no event will certificates for fractional Shares be
issued.
REPORTS
18. What reports will be sent to Participants?
Unless you are participating in the Plan through your broker, bank or other
nominee, you will receive from the Administrator a detailed statement of your
Plan account following each dividend payment and account transaction. These
detailed statements will show total cash dividends received, total Shares
purchased (including fractional Shares), the Purchase Price of each Share, and
the total Shares held by you in the Plan. These statements should be retained by
you to determine your tax cost basis for Shares purchased. If you are
participating in the Plan through your broker or other nominee, you should
contact such entity regarding a statement of your interests in the Plan.
As a stockholder of CIB, you also will continue to receive copies of all
material sent to stockholders including, without limitation, quarterly and
annual reports and the notice of annual meeting and proxy statement.
WITHDRAWAL
19. How may Participants withdraw from the Plan?
You may withdraw from the Plan by giving written notice to the
Administrator and, thereafter, all dividends will be sent to you or to the
nominee through which your Shares are held. If your written notice of withdrawal
is received by the Administrator later than five (5) days prior to a Record Date
and on or before the ensuing Investment Date, such withdrawal will not be
effective until dividends for such Record Date have been reinvested and Shares
credited to your Plan account. Upon withdrawal and payment of a $10
administrative fee, stock certificates for any whole Shares will be issued in
the Participant's name. See Question 17. Any fractional Shares held in the Plan
at the time of withdrawal will be converted to cash on the basis of the then
current market price of the Shares (determined in accordance with the procedures
described
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in response to Question 11 in connection with determining the Purchase Price of
Shares purchased directly from CIB) on the date the Participant's written notice
of withdrawal is received by the Administrator.
20. Will participation end automatically on the Participant's death or
incompetence?
Participation in the Plan will not terminate automatically upon the death
or incompetence of the Participant, even if CIB or the Administrator is aware of
such event. However, the Participant's legal representative or successor may
terminate further participation in the Plan at any time.
FEDERAL TAXES
21. What are the principal federal income tax consequences of
participating in the Plan?
A Participant will be treated as having received dividend income equal to
the aggregate Purchase Price on the Investment Date of Shares acquired directly
from CIB with reinvested dividends on the Participant's Participating Shares. In
the case of Shares acquired on the open market with reinvested dividends, a
Participant will be treated as having received dividend income equal to the
aggregate Purchase Prices of the Shares. Thus, a Participant recognizes dividend
income even though these amounts are not actually received by the Participant in
cash, but are applied to the purchase of Shares for the Participant's Plan
account. In the case of corporate Stockholders, dividends received under the
Plan may be eligible for the dividends-received deduction.
A Participant's tax basis in the Shares acquired with reinvested dividends
will include any amount the Participant is treated as having received as a
taxable dividend. The holding period for such Shares will begin the day after
the date that the Shares are purchased and end on the day the Participant sells
the Shares.
Upon the purchase of Shares from CIB with a cash investment, Participants
who currently own Shares will be treated as having dividend income in an amount
equal to the excess, if any, of the fair market value of the Shares acquired on
the Investment Date over the cash investment. Shares purchased on the open
market with a voluntary cash contribution shall not result in any income to the
Participant. Shares purchased with a voluntary cash contribution will have a tax
basis equal to the sum of the cash contribution. A Participant's holding period
in such Shares will begin on the day after the date the Shares are purchased and
end on the day the Participant sells the Shares.
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When a Participant receives certificates for whole Shares that were
credited to the Participant's Plan account, the Participant will not realize any
taxable income. However, a Participant who receives a cash adjustment for a
fraction of a Share may realize gain or loss with respect to such fraction equal
to the difference between the cash adjustment and the Participant's tax basis in
such fraction.
A Participant (other than certain exempt stockholders who establish the
exemption to the Administrator's satisfaction, including, among others, all
corporations and certain foreign individuals and entities) may be subject to 31%
backup withholding on dividend income or proceeds from the sale of fractional or
whole Shares held in the Plan unless the Participant provides to the
Administrator its federal taxpayer identification number or social security
number (TIN). Backup withholding may also apply if the IRS notifies CIB of
under-reporting of interest or dividend income by the Participant. If backup
withholding is required on dividend income, the Administrator will reinvest
dividends net of the amount of tax withheld. In order to avoid backup
withholding, a Participant must provide the Administrator with the Participant's
correct TIN and certify that it is not subject to back-up withholding on Form
W-9 or a substitute Form W-9 provided by the Administrator (or Form W-8,
Certificate of Foreign Status, with respect to certain foreign Participants).
Copies of these forms will be provided by the Administrator as part of the
Authorization Form.
In the case of those foreign Participants whose dividends are subject to
U.S. income tax withholding, the amount of tax to be withheld will be deducted
from the amount of dividends available to be reinvested under the Plan.
The foregoing discussion is a summary of the principal federal income tax
consequences of participating in the Plan and does not constitute tax advice.
This summary is based on the current state of federal law and does not take into
account possible changes in such law. Any such changes may have retroactive
effect and may adversely affect the discussion in this summary. This summary
does not address the special tax consequences that may be applicable to certain
Participants subject to special tax treatment (including tax-exempt
organizations, broker dealers, and foreign Stockholders). You should consult
with their own tax advisors for further information with respect to the federal,
foreign, state or local tax consequences of participation in the Plan.
OTHER PROVISIONS
22. What happens if a Participant disposes of or acquires additional
Shares?
If a Participant sells or transfers all or any part of the Shares
registered in the Participant's name, automatic dividend reinvestment will
continue as long as there are Shares
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registered in the name of the Participant or held for the Participant in the
Plan by the Administrator or until termination of enrollment. Similarly, if a
Participant acquires additional Shares registered in the Participant's name,
dividends paid on such Shares will automatically be reinvested until termination
of enrollment or until other instructions are given.
23. May Shares in the Plan be pledged?
Shares in the Plan may not be pledged and any purported pledge will be
void. If you wish to pledge such Shares, you must first withdraw them from the
Plan.
24. How will a Participant's Shares be voted?
In connection with the exercise of Stockholder voting rights, each
Participant will receive proxy materials enabling the Participant to vote the
Shares held by the Participant directly and the whole Shares held for the
Participant's account by the Administrator. All whole Shares held by the
Administrator will be voted by the Administrator as designated by the
Participant on the proxy card. Fractional shares may not be voted. If a
Participant does not vote by proxy or in person and does not otherwise instruct
the Plan to the contrary, Shares held for the Participant's account by the
Administrator will not be voted.
If the Participant owns Shares that are not deposited with the
Administrator, the Participant may vote those Shares in the normal manner, even
if they are Plan Shares.
25. Who pays the expenses of the Plan?
There are no brokerage commissions or service charges on Shares purchased
directly from CIB for a Participant's account. Brokerage fees on Shares
purchased by the Purchasing Agent on the open market for a Participant's account
are included as part of the Purchase Price of Shares. All costs of administering
the Plan will be paid by CIB, except that the Administrator will charge a $10
fee for delivery of stock certificates upon a Participant's request or
withdrawal from the Plan.
26. What are the responsibilities of CIB and the Administrator under the
Plan?
Neither CIB nor the Administrator has any duties, responsibilities or
liabilities except those expressly set forth in the Plan, or as imposed by
applicable legal requirements including, without limitation, the federal
securities laws.
THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER CIB NOR THE ADMINISTRATOR CAN
ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED OR SOLD FOR A
PARTICIPANT UNDER THE PLAN.
-14-
<PAGE>
27. What happens if CIB issues a stock dividend or declares a stock split
or makes a rights offering?
Any Shares distributed by CIB as a result of a stock dividend or a stock
split on Plan Shares held under the Plan for a Participant will be credited to
the Participant's account as additional Plan Shares.
With respect to Shares issued through stock dividends or splits on Plan
Shares not held by the Administrator, the newly issued Shares will become Plan
Shares automatically.
In the event that CIB makes rights available to holders of its Shares to
purchase additional Shares or other securities, the rights issuable with respect
to the Plan Shares will be distributed directly to the Participants, who will be
free to exercise or otherwise dispose of the rights. Any Shares acquired by the
Participant on the exercise of rights will become Participating Shares
automatically.
28. How many Shares are available for purchase under the Plan?
The Plan provides for the purchase of up to 225,000 Shares directly from
CIB, whether such Shares are held as treasury Shares or are authorized but
unissued Shares. Such number will be adjusted automatically in the event of a
change in the capitalization of CIB arising out of any stock dividend, stock
split, split-off, spin-off, recapitalization, merger, consolidation, exchange of
shares or similar event which causes shares of any class to be issued in respect
of the outstanding Shares of CIB's Common Stock or causes such Shares to be
changed into the same or a different number of the same or another class or
classes of securities.
29. May the Plan be changed or terminated?
We intend to continue the Plan indefinitely. However, CIB reserves the
right to amend, modify, suspend or terminate the Plan at any time. You will be
notified in writing of any material changes in the Plan.
USE OF PROCEEDS
The proceeds to CIB from Shares of Common Stock sold by it pursuant to the
Plan will be used for general corporate purposes.
-15-
<PAGE>
INDEMNIFICATION UNDER THE SECURITIES ACT
Except in limited circumstances, CIB is required by provisions in its
By-laws to indemnify its directors and officers against liability incurred by
them as a result of their service in those capacities. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers or persons controlling CIB
pursuant to such provisions, CIB 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.
LEGAL OPINION
Rhoads & Sinon LLP, Harrisburg, Pennsylvania has rendered an opinion that
Shares issued by CIB pursuant to the terms of the Plan will be duly authorized,
fully paid and non-assessable.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to the
extent and for the periods indicated in their reports have been audited by Beard
& Company, Inc., independent public accountants, and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.
-16-
<PAGE>
TABLE OF CONTENTS
PAGE
THE COMPANY ............................................................... 2
THE PLAN .................................................................. 3
Purpose ................................................................. 3
Participation ........................................................... 3
Participation Categories ................................................ 4
Benefits and Disadvantages .............................................. 4
Administration and Interpretation ....................................... 5
Enrollment .............................................................. 6
Purchases ............................................................... 8
Voluntary Cash Contributions ............................................ 9
Certificates ............................................................ 10
Reports ................................................................. 11
Withdrawal .............................................................. 11
Federal Taxes ........................................................... 12
Other Provisions ........................................................ 13
USE OF PROCEEDS ........................................................... 15
INDEMNIFICATION UNDER THE SECURITIES ACT .................................. 15
LEGAL OPINION ............................................................. 16
EXPERTS ................................................................... 16
[COMMUNITY INDEPENDENT BANK, INC. LETTER HEAD LOGO]
STOCKHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
June 15, 1999
<PAGE>
COMMUNITY INDEPENDENT BANK, INC.
STOCKHOLDER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Authorization and Enrollment Form
To participate in the Community Independent Bank, Inc. Stockholder Dividend
Reinvestment and Stock Purchase Plan, please complete and sign the attached
Authorization and Enrollment Form, mark your investment option and return it in
the enclosed envelope to the Plan Administrator as indicated below:
Bernville Bank
900 Corporate Drive
Reading, PA 19605
Attn: Shareholder Services
The attached form authorizes the enrollment of your account in the Plan.
You may also make voluntary cash contributions from $100 to $2,500 per quarter
to purchase additional Shares of Community Independent Bank, Inc.'s Common
Stock. You may change or revoke your enrollment in the Plan at any time by
notifying the Administrator in writing.
<PAGE>
AUTHORIZATION AND ENROLLMENT FORM
COMMUNITY INDEPENDENT BANK, INC.
STOCKHOLDER DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
In order to participate in the Community Independent Bank, Inc. Stockholder
Dividend Reinvestment and Stock Purchase Plan (the "Plan"), you must complete
the appropriate sections of this form and return it in the enclosed envelope to
the Plan Administrator at the address shown above. The form appoints Bernville
Bank, N.A. (the "Administrator"), as your agent to reinvest, as indicated
thereon, the cash dividends paid on Shares registered in your name for the
purchase of whole or fractional Shares of Common Stock under the terms and
conditions set forth in the Description of the Plan which accompanied this form.
By completing and signing this form, you certify that you have received the
Description of the Plan and are a registered owner of Common Stock.
Check all boxes and complete all blanks that are appropriate to your choice
and complete all related blanks.
TO ENROLL SHARES:
[_] DIVIDEND CONTRIBUTION - Please apply dividends on all Shares now or
hereafter registered in my name and all Shares credited to my Plan account
to the purchase of additional Shares.
ACCOUNT REGISTRATION (CHECK ONE)
[_] Individual Ownership - You alone own the shares.
[_] Joint Tenants with Right of Survivorship - You and one or more persons
jointly own the shares with right of survivorship.
The Administrator will act upon the written request of any owner in all
matters pertaining to a joint account except for the sale or transfer of
Shares, which requires the signatures of all owners.
<PAGE>
[_] Custodian Under Uniform Gifts to Minors Act
[_] Other (Trust, Corporation, etc.)
PLEASE SPECIFY
Under penalty of perjury, I hereby certify that the Social Security Number
or Tax Identification Number (TIN) indicated below is true and correct and that
I am not subject to backup withholding per the Internal Revenue Code. (Delete
"not" if you are subject to backup withholding.)
- - - ------------------------------------ -----------------------------------
Stockholder Signature Print Stockholder Name
- - - ------------------------------------ -----------------------------------
Stockholder Signature Print Stockholder Name
- - - ------------------------- -----------------------------------
Date
Sign name(s) exactly as shown on stock certificate or as your account
is registered. In case of joint owners, each joint owner must sign. If
authorization is signed as attorney-in-fact, officer, administrator, executor,
trustee or guardian, indicate title as such.
Please complete the following sections with the name and address to
which Plan account statements should be sent:
- - - ------------------------------------ -----------------------------------
Name Social Security Number/TIN
- - - ------------------------------------ -----------------------------------
Address Area Code and Telephone Number
- - - ------------------------------------
City
- - - ------------------------------------
State Zip Code
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION1
--------------------------------------------
Registration Fees $750.60
Blue Sky Fees $150
Printing Costs $1,200
Legal Expenses $3,500
Miscellaneous $1,000
------
Total: $6,600.60
===== =========
- - - -----------------
1 Amounts listed relate to expenses estimated to be incurred in connection
with this Registration Statement.
ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Pennsylvania Business Corporation Law (the "BCL") provides that a business
corporation may indemnify directors and officers against liabilities they may
incur in such capacities provided certain standards are met, including good
faith and the belief that the particular action is in the best interests of the
corporation. In general, this power to indemnify does not exist in the case of
actions against a director or officer by or in the right of the corporation if
the person entitled to indemnification shall have been adjudged to be liable to
the Corporation unless and only to the extent a court determines that the person
is fairly and reasonably entitled to indemnification. A corporation is required
to indemnify directors and officers against expenses they may incur in defending
actions against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. The BCL provides that the foregoing
provisions shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under, among other things, any by-law
provision, provided that no indemnification may 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 BCL
authorizes a corporation to purchase insurance for directors and other
representatives.
II-1
<PAGE>
As permitted by the BCL, CIB's Articles provide that a director shall not
be personally liable for monetary damages as such for any action taken, or any
failure to take any action, unless the director breaches or fails to perform the
duties of his or her office under the BCL, and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. These provisions
of CIB's Articles of Incorporation, however, do not apply to the responsibility
or liability of a director pursuant to any criminal statute, or to the liability
of a director for the payment of taxes pursuant to local, Pennsylvania or
federal law. These provisions offer persons who serve on the Board of Directors
of CIB protection against awards of monetary damages for negligence in the
performance of their duties.
CIB's Articles of Incorporation also provide that every person who is or
was a director or executive officer of CIB, or of any Corporation which he
served as such at the request of CIB, shall be indemnified by CIB to the fullest
extent permitted by law against all expenses and liabilities reasonably incurred
by or imposed upon him, in connection with any proceeding to which he may be
made, or threatened to be made, a party, or in which he may become involved by
reason of his being or having been a director or executive officer of CIB or
such other company, whether or not he is a director or executive officer of CIB
or such other company at the time the expenses or liabilities are incurred.
CIB has purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and directors of CIB
in connection with the performance of their duties.
ITEM 16 EXHIBITS
--------
See Exhibit Index at page II-6.
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 (the "Securities Act");
II-2
<PAGE>
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraph is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
E. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is
II-3
<PAGE>
specifically incorporated by reference in the Prospectus to provide such interim
financial information.
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 Bernville, Commonwealth of Pennsylvania, on June 22,
1999.
COMMUNITY INDEPENDENT BANK, INC.
(Registrant)
By: /s/ Arlan J. Werst
---------------------------------
Arlan J. Werst
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Arlan J. Werst, Linda Strohmenger and Charles J.
Ferry, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the Registration Statement
to which this power of attorney is attached, and to file all those amendments
and all exhibits to them and other documents to be filed in connection with
them, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
Signature Title Date
/s/ Arlan J. Werst President and Chief Executive June 22, 1999
- - - ------------------------- Officer and Director
Arlan J. Werst
/s/ Linda L. Strohmenger Treasurer and Secretary (and
- - - ------------------------- principal accounting officer) June 22, 1999
Linda L. Strohmenger
/s/ John F. Hampson Director June 22, 1999
- - - -------------------------
John F. Hampson
/s/ Frederick P. Krott Director June 22, 1999
- - - -------------------------
Frederick P. Krott
/s/ Paul T. Manrodt Director June 22, 1999
- - - -------------------------
Paul T. Manrodt
/s/ Walter J. Potteiger Director June 22, 1999
- - - -------------------------
Walter J. Potteiger
/s/ Deborah K. Ritter Director June 22, 1999
- - - -------------------------
Deborah K. Ritter
/s/ John J. Seitizinger Director June 22, 1999
- - - -------------------------
John J. Seitizinger
/s/ Stratton D. Yatron Director June 22, 1999
- - - -------------------------
Stratton D. Yatron
II-5
<PAGE>
EXHIBIT INDEX
-------------
(Pursuant to Item 601 of Regulation S-K)
Exhibit Number
- - - --------------
1 Not applicable.
2 Not applicable.
4 Not applicable.
5 Opinion of Rhoads & Sinon LLP re: legality of securities
8 Not applicable.
12 Not applicable.
15 Not applicable.
23(a) Consent of Rhoads & Sinon LLP (incorporated in Exhibit 5 above).
23(b) Consent of Beard & Company, Inc.
24 Power of Attorney of Directors and Officers Community Independent Bank,
Inc. (included on signature page to this Registration Statement).
25 Not applicable.
26 Not applicable.
27 Not applicable.
28 Not applicable.
99(a) Community Independent Bank, Inc. Stockholder Dividend Reinvestment Plan.
99(b) Community Independent Bank, Inc. Plan Authorization and Enrollment Form
(included as part of the Prospectus).
99(c) Community Independent Bank, Inc. Stockholder Dividend Reinvestment Plan
Information Card
99(d) Prospectus Transmittal Letter
II-6
<PAGE>
[LETTERHEAD APPEARS HERE]
June 24, 1999
Exhibit 5
---------
Opinion and Consent of Rhoads & Sinon LLP
-----------------------------------------
Board of Directors
COMMUNITY INDEPENDENT BANK, INC.
201 North Main Street
Bernville, PA 19506
Ladies and Gentlemen:
Reference is made to your Registration statement on form S-3 which was
filed with the Securities and Exchange Commission on June 30, 1999 regarding
the registration of 225,000 shares of common stock, no par value per share, of
Community Independent Bank, Inc. (the "Company") in connection with the
Company's Stockholder Dividend Reinvestment and Stock Purchase Plan (the
"Plan").
We have examined the records relating to the organization of the Company,
its Articles of Incorporation, By-laws and all amendments thereto, and the
records of proceedings of its stockholders and directors.
Based upon the foregoing, and upon the examination of such other documents
as we have deemed necessary to express the opinions hereinafter set forth, we
are of the opinion that:
1. The Company is a corporation duly organized and in good standing under
the Laws of the Commonwealth of Pennsylvania; and
2. The shares of the Company's Common Stock to be registered will, when
issued pursuant to and in accordance with the Plan, be duly authorized, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the said
Registration Statement and to all references to us therein.
In giving such consent, we do not thereby admit that we are experts within
the meaning of Section 7 of the Securities Act of 1933.
Very truly yours,
RHOADS & SINON LLP
By: /s/ Charles J. Ferry
-------------------------
Charles J. Ferry
<PAGE>
EXHIBIT 23(b)
CONSENT OF BEARD & COMPANY, INC.
We hereby consent to the use in this Registration Statement (Form S-3)
pertaining to the Community Independent Bank, Inc., Stockholder Dividend
Reinvestment and Stock Purchase Plan of our report, dated January 22, 1999,
relating to the consolidated financial statements of Community Independent Bank,
Inc. included in its Annual Report (Form 10-KSB) for the year ended December 31,
1998.
/s/ BEARD & COMPANY, INC.
BEARD & COMPANY, INC.
Reading, Pennsylvania
June 21, 1999
<PAGE>
Exhibit 99(a)
-------------
STOCKHOLDER DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
COMMUNITY INDEPENDENT BANK, INC.
PURPOSE.
The purpose of THE COMMUNITY INDEPENDENT BANK, INC. STOCKHOLDER DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN (hereinafter called the "Plan"), is to
provide Shareholders of COMMUNITY INDEPENDENT BANK, INC. (hereinafter called the
"Company"), with a simple, convenient, economical and systematic method to
acquire additional common stock of the Company by reinvesting cash dividends and
making voluntary cash investments.
1. DEFINITIONS.
(a) "Authorization Form" means the form provided by the Plan Administrator
to be completed by a Shareholder to join the Plan.
(b) "Dividend" means the cash dividends from time to time declared by the
Company's Board of Directors on the Company's outstanding Shares.
(c) "Dividend Payment Date" means the date on which the Board of Directors
of the Company declares dividends payable, currently in March, June, September
and December.
(d) "Investment Date" means the first day of the ten (10) trading day
period commencing on the Dividend Payment Date.
(e) "Open Market Shares" means Shares purchased on the open market by the
Purchasing Agent for distribution under the Plan.
<PAGE>
(f) "Original Issue Shares" means Shares originally issued by the Company
for distribution under the Plan.
(g) "Participant" means a Shareholder who has elected to participate in the
Plan and not terminated such election.
(h) "Plan" means the Stockholder Dividend Reinvestment and Stock Purchase
Plan as it may be hereinafter amended, supplemented or modified.
(i) "Plan Administrator." Bernville Bank, N.A., Bernville, Pennsylvania, a
wholly- owned subsidiary of the Company, shall be the Plan Administrator.
(j) "Purchasing Agent" means Wheat, First Union Securities, Inc., or such
other broker-dealer, unaffiliated with the Company and registered under the
Securities Exchange Act of 1934, selected from time to time by the Plan
Administrator in its sole discretion, to purchase securities on the open market
as described in Paragraph 5(b) of the Plan. Aside from transferring funds to the
Purchasing Agent, neither the Company nor the Plan Administrator shall have any
influence on the manner, methods or timing of acquiring shares in open market
transactions.
(k) "Record Date" means the date by which a shareholder must own a share to
receive the dividend payable on it on the next Dividend Payment Date.
(l) "Shareholder" means any person, including an officer and employee of
the Company, who owns one or more shares of the Company's common stock on the
record date for the payment of any dividend.
(m) "Shares" means common stock of the Company.
-2-
<PAGE>
(n) "Treasury Shares" means Shares purchased by the Company on the market
or in negotiated transactions which are held by the Company for reissuance under
the Plan or other employee benefit plans maintained by the Company.
2. PARTICIPATION.
To become a Participant in the Plan, a Shareholder of the Company shall
notify the Plan Administrator in writing of the Shareholder's desire to become a
member of the Plan. Beneficial owners of the Shares held in nominee name must
either have their Shares registered in their own name before participating in
the Plan, or arrange with the record holders to participate in the Plan on their
behalf. Notification of the desire to become a Participant in the Plan shall be
on an Authorization Form. Notification of the desire of the Shareholder to
become a Participant must be received by the Plan Administrator at least fifteen
(15) days prior to any Dividend Payment Date. Upon the timely receipt of such
notification, the Shareholder shall become a Participant in the Plan for all
subsequent Dividends until the Plan is terminated or the Participant gives
notice of his desire to terminate his participation. In the event that the
Shareholder gives less than fifteen (15) days notice prior to any Dividend
Payment Date, the Shareholder shall not participate in the Plan for that
Dividend Payment Date but shall participate in the Plan for all subsequent
Dividends. In the case of a Shareholder who chooses to reinvest Dividends under
the Plan, such reinvestment must be made with respect to all Shares registered
in the Shareholder's name. Any Participant in the Plan may terminate such
participation by notifying the Plan Administrator in writing of such termination
at least fifteen (15) days prior to any Dividend Payment Date; and such
termination shall be effective as to that Dividend and all subsequent Dividends.
-3-
<PAGE>
3. CONTRIBUTIONS.
(a) Dividend Contributions.
A Shareholder who chooses to be a Participant in the Plan must
reinvest the full amount of the Dividend to which he is entitled on any Dividend
Payment Date on all Shares registered in the Shareholder's name by authorizing
the Plan Administrator to apply the full amount of Dividends on such Shares to
the purchase of additional Shares pursuant to Paragraph 5. Such authorization
shall be on an Authorization Form pursuant to the requirements of Paragraph 3.
(b) Voluntary Cash Contributions.
A Participant may elect, each quarter, to invest cash in an amount not
to exceed, in the aggregate, $2,500.00 per calendar quarter, but not less than
$100.00, in additional Shares by authorizing the Plan Administrator, to apply
all of such cash to the purchase of additional Shares pursuant to the Plan. Such
cash amount must be transmitted by check or money order made payable to "[Plan
Administrator]", together with applicable voluntary cash contribution forms, and
received by the Plan Administrator not later than five (5) days prior to the
Dividend Payment Date. Any cash contribution received by the Plan Administrator
later than five (5) days prior to the Dividend Payment Date will be returned to
the Participant. A Participant may withdraw his entire voluntary cash payment by
written notice received by the Plan Administrator not later than two (2) days
prior to the Investment Date. No interest will be paid on uninvested voluntary
cash contributions. Contributions received by the Plan Administrator more than
twenty (20) days prior to a Dividend Payment Date will be returned to the
Participant.
-4-
<PAGE>
4. ADMINISTRATION.
The Plan shall be administered by the Plan Administrator. The Plan
Administrator shall maintain records and perform all bookkeeping, custodial and
other administrative functions, except buying and selling securities. Such
administrative functions shall include, but not be limited to: (a) receiving
cash Dividends and voluntary cash contributions for Shares of the Company's
common stock subject to the Plan; (b) receiving stock dividends, stock splits or
other distributions of securities or property on Shares held by the Plan
Administrator under the Plan; (c) disbursing funds to the Purchasing Agent and
receiving funds from the Purchasing Agent for the accounts of Participants; and
(d) disbursing funds, distributing certificates and mailing quarterly reports to
Participants.
Upon receipt of an Authorization Form from a Participant, the Plan
Administrator shall establish a dividend reinvestment plan account in the name
of the Participant. All Dividend payments received by the Plan Administrator on
behalf of each Participant and all voluntary cash contributions received from a
Participant will be credited to the Participant's account.
5. ISSUANCE OR PURCHASE OF SHARES.
Under the Plan, for any Dividend or voluntary cash contribution, the
Company may either issue Original Issue Shares or direct the Purchasing Agent to
purchase Open Market Shares; provided, however, that in the event the Plan has
not been registered with the U.S. Securities and Exchange Commission under the
Securities Act of 1933, as amended, or if the Plan is not registered or
qualified (or exempt therefrom) under the Securities or Blue Sky laws of
-5-
<PAGE>
any state where Shareholders reside, all acquisitions under the Plan shall be
accomplished through the purchase of Open Market Shares by the Purchasing Agent
pursuant to Paragraph 5(b).
(a) Issuance of Shares.
If the Company has not elected to, and is not required to, purchase
Open Market Shares, the following shall apply:
(i) Purchase of Original Issue Shares.
On the relevant Investment Date, a Participant's account under
the Plan shall be credited by the Plan Administrator with the number of whole
and fractional Original Issue Shares that his Dividends subject to the Plan, and
any voluntary cash contributions made pursuant to the Plan, will purchase at the
purchase price provided under subparagraph (ii) hereof. The Original Issue
Shares to be sold to Participants under the Plan may, at the election of the
Company, be either Treasury Shares or Shares originally issued for such purpose.
The maximum number of Original Issue Shares which shall be made available under
the Plan shall be two hundred twenty-five thousand (225,000), subject to
adjustment upon changes in capitalization of the Company as provided in
Paragraph 14.
(ii) Price of Original Issue Shares.
The purchase price per share of the Original Issue Shares shall
be the average of the daily high bid and low offer quotations for the Company's
common stock reported through the National Association of Security Dealers,
Inc.'s OTC Bulletin Board system for the ten (10) trading days immediately
preceding the applicable Investment Date; provided however, that if no bid or no
offer quotation for the Company's common stock is reported through the
-6-
<PAGE>
OTC Bulletin Board service during such ten (10) trading day period, then the
purchase price shall be the price of the last trade reported for the Company's
common stock through the OTC Bulletin Board service. If the Company's common
stock is listed for trading on the NASDAQ Stock Market, the purchase price shall
be the mean between the high and low sales prices for the Company's common stock
on the NASDAQ Stock Market, as reported in the financial press, on the
applicable Investment Date; provided, however, that if no trade is reported on
NASDAQ Stock Market for the applicable Investment Date, then on the most recent
date preceding the applicable Investment Date on which a trade was reported. If
the Company's common stock is listed for trading on the American Stock Exchange
(AMEX), or another national exchange, the purchase price shall be the mean
between the high and low sales prices on such exchange, as reported in the
financial press, on the applicable Investment Date; provided, however, that if
no trade is reported on such exchange for the applicable Investment Date, then
on the most recent date preceding the applicable Investment Date on which a
trade was reported.
(b) Purchase of Open Market Shares.
If the Company directs the Plan Administrator to purchase Open Market
Shares under the Plan, or if the Plan is not registered under the Securities Act
of 1933, as amended, or if the Plan is not registered or qualified (or exempt
therefrom) under the Securities or Blue Sky laws of any state where Shareholders
reside, the following shall apply:
(i) Purchase of Open Market Shares.
On the relevant Investment Date, the Plan Administrator shall
forward all funds, whether from Dividend payments or voluntary cash
contributions, received from or on behalf of Participants to the Purchasing
Agent. The Purchasing Agent will make all open market
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<PAGE>
purchases necessary to meet the requirements of the Plan. Purchases may be made
on any securities exchange where Shares are traded in the over-the-counter
market or in negotiated transactions and may be made on such terms as to price,
delivery and otherwise as the Purchasing Agent may determine. No transactions,
however, will be negotiated with the Company or its subsidiaries. Purchases
shall be made within a ten (10) trading day period commencing on the applicable
Dividend Payment date (the first such day being the "Investment Date"). Neither
the Company nor any of its subsidiaries shall exercise any direct or indirect
control over the prices or timing of purchases made by the Purchasing Agent on
the open market.
(ii) Price of Open Market Shares.
A Participant's purchase price per Open Market Share shall be the
weighted average price per share computed by dividing the total cost of Open
Market Shares (including any brokerage fees or commissions) purchased for the
Plan after each Dividend Payment Date by the total number of Open Market Shares
purchased.
6. CREDIT TO ACCOUNTS.
A Participant's account under the Plan shall be credited with the number of
whole and fractional Shares, rounded to three decimal places, that his Dividends
subject to the Plan, and his voluntary cash contributions made pursuant to the
Plan, will purchase at the purchase price provided for in Paragraph 5(a)(ii) or
5(b)(ii), as applicable. If Shares are purchased on the open market, no shares
will be allocated to a Participant's account until the date on which the
Purchasing Agent has purchased sufficient Shares to cover the quarterly
purchases for all Participants in the Plan, provided that, if the Purchasing
Agent is unable to purchase enough
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<PAGE>
Shares to cover the quarterly purchases for all Participants in the Plan within
ten (10) days after any Dividend Payment Date, the Shares purchased will be
allocated proportionately to the Participants and any funds not used to purchase
Shares will be returned proportionately to the Participants. Although a
Participant's account under the Plan will be credited with the purchase of
fractional Shares, no fractional Shares will be distributed to Participants
under the Plan.
7. STATEMENTS AND STOCK CERTIFICATES.
The Plan Administrator will give Participants quarterly statements of
Shares purchased under the Plan. Such statements shall contain cumulative
information on a calendar year basis and shall be a Participant's record of the
number and purchase price of shares acquired for the Participant and the dates
acquired. Federal tax information will be sent by January 31st of each year.
Prior to the termination of the Plan, stock certificates for Shares purchased
under the Plan will not be delivered to a Participant but will be registered in
the name of the Plan Administrator or a nominee as agent for the Plan
Administrator, unless the Participant requests delivery of such shares or until
he terminates his participation in the Plan. Requests for the delivery of stock
certificates prior to a Participant's withdrawal from the Plan must be in
writing on forms provided by the Plan Administrator. Upon a Participant's
request, withdrawal from the Plan, or the termination of the Plan, as
applicable, stock certificates for whole Shares will be delivered to him; and
fractional shares credited to his account will be paid in cash based on the
market price as provided in Paragraph 5(a)(ii) at the time of the Dividend
declaration immediately prior to such request, withdrawal or termination.
Delivery of stock certificates to a Participant upon
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<PAGE>
withdrawal or upon a Participant's request prior to withdrawal shall be subject
to a Ten Dollar ($10.00) fee to be paid to the Plan Administrator.
8. COMPANY'S RESPONSIBILITY.
Neither the Company, the Plan Administrator, nor the Purchasing Agent shall
be responsible for any fluctuation in market value of Shares nor for any actions
taken under the Plan unless such actions (whether acts of omission or
commission) were done in bad faith.
9. RIGHTS TO PLAN SHARES.
A Participant will be permitted only to vote full Shares credited to his
account under the Plan. A Participant will be credited under the Plan with all
Dividends on Shares and fractional Shares credited to his account under the
Plan.
10. STOCK DIVIDENDS OR STOCK SPLITS.
Any stock dividend or stock split Shares distributable on Shares owned by a
Participant and on Shares credited to a participant under the Plan will be
credited to his account under the Plan. In the event that the Company grants
rights to its shareholders to purchase additional Shares, debentures or other
securities, each Participant shall have the right to exercise such rights
arising from whole Shares credited to him under the Plan in accordance with the
terms and conditions of such rights.
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<PAGE>
11. CHARGES.
There will be no charges to Participants under the Plan, except that (i)
brokerage fees and commissions will be included in determining the price per
Open Market Share in accordance with Paragraph 5(a)(ii), and (ii) the Plan
Administrator may charge a reasonable fee for delivery of stock certificates
upon a Participant's withdrawal from the Plan or upon a Participant's request
prior to withdrawal.
12. CHANGES IN CAPITALIZATION
Shares purchased or to be purchased by Participants under the Plan shall
participate in any stock split, stock dividend, split-up, spin-off,
recapitalization, merger, consolidation, exchange of Shares, or the like in
which shares of any class will be issued in respect of the outstanding Shares,
or Shares shall be changed into the same or a different number of the same or
another class or classes.
13. NOTICE.
For purpose of notice of mailing as provided for hereunder, compliance
shall be deemed to have been made if sent by regular mail, postage paid to:
Participant - Name of Participant
Participant's address listed on
Corporation's stock ledger
Company - Community Independent Bank, Inc.
201 North Main Street
P.O. Box 339
Bernville, PA 19506
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<PAGE>
Plan Administrator - Bernville Bank, N.A.
201 North Main Street
P.O. Box 339
Bernville, PA 19506
14. AMENDMENT OR TERMINATION OF PLAN.
The Board of Directors of the Company may at any time prospectively
terminate or amend the Plan. The Company shall give written notice of any such
termination or amendment of the Plan to all Participants.
15. DELAY IN PURCHASE.
It is understood that for a number of reasons, including observance of the
rules and regulations of the Securities and Exchange Commission requiring
temporary curtailment or suspension of the issuance or purchase of Shares, the
whole amount of the funds available for purchase of Shares might not be applied
to the purchase thereof. In any such event, the portion not applied to the
purchase of Shares will be paid to Participants in cash.
16. INCOME TAXES.
The automatic reinvestment of dividends does not relieve the Participant of
any income tax which may be payable on such dividends.
17. GOVERNING LAW.
The terms and conditions of the Plan shall be governed by the laws of the
Commonwealth of Pennsylvania.
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<PAGE>
Exhibit 99(c)
================================================================================
[COMMUNITY INDEPENDENT BANK, INC. LOGO]
- - - --------------------------------------------------------------------------------
Community Independent Bank, Inc. ("CIB") has established a Stockholder Dividend
Reinvestment and Stock Purchase Plan (the "Plan") and appointed Bernville Bank,
N.A. as Administrator for the Plan.
The Plan provides stockholders with a convenient and economical way to purchase
additional shares of CIB's common stock by reinvesting cash dividends paid on
their shares and making voluntary cash contributions. Participation is
voluntary. Stockholders who do not choose to participate continue to receive
cash dividends, as declared, in the usual manner.
Benefits of the Plan include:
- - - -----------------------------
Cash dividends on your shares are reinvested automatically in additional shares
of CIB's common stock.
There are no brokerage commissions of service charges on Shares purchased
directly from CIB.
You may invest in additional shares by making voluntary cash contributions,
subject to an individual minimum limit of $100 and maximum limit of $2,500 per
quarter.
Your cash dividends are fully invested because the Plan provides for fractional
shares to be credited to your account.
Periodic statements reflecting all current activity, including shares purchased
and latest Plan account balance, will simplify your record keeping.
Shares purchased for your Plan account are held for safekeeping by the Bank.
- - - --------------------------------------------------------------------------------
This communication does not constitute an offer to sell nor a solicitation of an
offer to buy any securities.
A Description of the Plan may be obtained from Bernville Bank, N.A. -
Shareholder Services, at (610) 916-2200. Please read it carefully before
enrolling in the Plan.
================================================================================
<PAGE>
Exhibit 99(d)
[Community Independent Bank, Inc. Stationery]
July 6, 1999
Dear Stockholder:
We are very pleased to provide you with the enclosed Prospectus describing
the Community Independent Bank, Inc. Stockholder Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Plan provides stockholders with a convenient and
economical way to purchase additional shares of the Company's common stock by
reinvesting cash dividends paid on their shares and making voluntary cash
contributions. The Plan has now been registered with the Securities and Exchange
Commission (SEC), so that securities may be purchased directly from Community
Independent Bank, Inc., in addition to purchases on the "open market". There are
no brokerage commissions or service charges on Shares purchased directly from
Community Independent Bank, Inc. pursuant to the Plan.
Participation is voluntary. If you do not choose to participate in the
Plan, you will continue to receive cash dividends, as declared, in the usual
manner.
Any registered owner of one or more shares may participate in the Plan.
Additionally, if you are a "beneficial owner," you may participate by either
having shares transferred into your own name, or by making arrangements with
your broker, bank or other nominee to participate in the Plan on your behalf.
If you choose to participate, you must reinvest all dividends from all
shares you own. You may also choose to contribute an additional cash amount for
investment by the Plan. In order to participate, please complete the enclosed
Authorization and Enrollment Form and return it in the provided return envelope
to:
Bernville Bank, N.A.
900 Corporate Drive
Reading, PA 19605
Attention: Shareholder Services
If you are already enrolled in the Plan, you do not need to complete another
Authorization Form to continue your participation.
Before electing to participate in the Plan, we urge you to carefully read
the enclosed Prospectus. It contains important information regarding
participation in the Plan and should be retained for future use.
If you would like your participation in the Plan to begin with the 1999
second quarter dividend, we request that you return your completed Authorization
and Enrollment Form by August 5, 1999.
<PAGE>
We are excited about this new opportunity you now have to further
participate in the growth and success of the Company. Should you have any
questions, please write to Shareholder Services at the address shown above, or
telephone them at (610) 916-2200.
Sincerely,
Arlan J. Werst
President and Chief Executive Officer
