As filed with the Securities and Exchange Commission on November 24, 1997
Registration No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
YORK FINANCIAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
23-2427539
------------------------------------
(I.R.S. Employer Identification No.)
101 South George Street
York, Pennsylvania 17401
(717) 846-8777
------------------------------------------------------------
(Address, including zip code and telephone number, including
area code of registrant's principal executive offices)
John F. Breyer, Jr., Esq.
Aaron M. Kaslow, Esq.
Breyer & Aguggia
Suite 470 East
1300 I Street, N.W.
Washington, D.C. 20005
(202) 737-7900
--------------------------------------------------------
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of Registration Statement.
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 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 [ ]
Calculation of Registration Fee
===========================================================================
Title of each Proposed Proposed
class of maximum maximum
securities offering aggregate
to be Amount to be price offering Amount of
registered registered(1) per unit(2) price(2) registration fee
- ---------------------------------------------------------------------------
Common Stock, 450,000 $26.38 $11,871,000 $3,598
$1.00 par
value per share
===========================================================================
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminate number of shares of Common Stock as may become
issuable as a result of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
Based on the average of high and low prices reported on the Nasdaq
National Market as of November 20, 1997 pursuant to Rule 457(c).
<PAGE>
<PAGE>
[Company's Letterhead]
November 24, 1997
Dear Stockholder:
I am pleased to send you this Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan, as amended ("Plan"). The Plan was
recently amended to increase the number of shares under the Plan.
Our Plan offers you several attractive features:
. You may purchase shares of Common Stock of the Company with
reinvested quarterly cash dividends at a 10% discount from the
low trade price of the stock on the Investment Date.
. You pay no service charges or brokerage commission for stock
purchased under the Plan.
. Besides reinvesting dividends, you may make optional quarterly
cash payments of as little as $25 or as much as $2,500 towards
the purchase of additional shares of Common Stock at the low
trade price of the stock on the Investment Date, without a
discount.
. If you wish, you may continue to receive all of your dividends in
cash and still purchase additional Common Stock with optional
cash payments.
. You may have your shares held in safekeeping with the Plan
Administrator and all cash dividends, stock dividends and
cash-in-lieu checks will be added directly to your dividend
reinvestment account.
. You may request to have shares sold by the Plan Administrator
from your dividend reinvestment account. Fees incurred will be
the responsibility of the shareholder.
The Plan is completely voluntary. You may terminate your
participation at any time. If you wish to participate in the Plan, return the
enclosed Authorization Form. If you decide not to participate in the Plan,
you will continue to receive your dividends, if and when declared, by check
from the Company. If you are already a participant in the Plan, you do not
need to complete a new Authorization Form in order to continue to participate
under the Plan.
The accompanying Prospectus presents the details of the Plan in a
simple question-and-answer format. Also set forth is important information
regarding York Financial Corp. Please read this Prospectus carefully. It
should answer most questions you may have about the Plan. If you have
additional questions, please address them to Shareholder Relations, York
Financial Corp., 101 South George Street, Post Office Box 15068, York,
Pennsylvania 17405 (telephone number (717) 846-8777) or to the Plan
Administrator, American Stock Transfer and Trust Company, 40 Wall Street, 46th
Floor, New York, New York 10005 (telephone number 1-800-278-4353).
The Board of Directors of York Financial Corp. wish to take this
opportunity to thank you for your continued support and investment in York
Financial Corp.
Sincerely,
Robert W. Pullo
President
<PAGE>
<PAGE>
PROSPECTUS
York Financial Corp.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan ("the Plan") of
York Financial Corp. ("Company") provides holders of record of shares of the
Company's common stock, par value $1.00 per share ("Common Stock"), with a
convenient and economical way to purchase shares of the Company's Common Stock
and to reinvest at no cost all or a portion of their cash dividends in
additional shares of Common Stock. Any holder of record of shares of Common
Stock is eligible to participate in the Plan. In addition, brokers and other
nominees may reinvest dividends on behalf of beneficial owners as described in
the Plan.
Participants in the Plan may elect to have the cash dividends paid on
all or a percentage of their shares of Common Stock automatically reinvested
in additional shares of Common Stock. Participants may also purchase
additional shares of Common Stock by making optional cash investments in
accordance with the provisions of the Plan. Holders of Common Stock who
choose not to participate in the Plan will continue to receive cash dividends
on shares of Common Stock registered in their name, as declared, by check or
direct deposit.
Shares of Common Stock purchased under the Plan will be purchased
either directly from the Company or in the open market. The purchase price
for each share of Common Stock purchased with reinvested dividends will be at
a 10% discount from the low trade price on the relevant Investment Date. The
purchase price for each share of Common Stock purchased with optional cash
payments will be the low trade price on the relevant Investment Date. See
Question 15.
This Prospectus relates to 450,000 shares of Common Stock registered
for sale under the Plan. Such shares may be either authorized but unissued
shares or shares reacquired and held in the Company's treasury. This
Prospectus also covers an indeterminate number of shares of Common Stock as
may become issuable as a result of stock splits, stock dividends or similar
transactions. Participants should retain this Prospectus for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE SHARES OF THE COMPANY'S COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
The date of this Prospectus is November 24, 1997.
<PAGE>
<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 "SEC" or the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: 7 World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60621. Copies of such material also can be obtained at
prescribed rates from the Commission's Public Reference Section at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, materials
filed by the Company are available for inspection at the offices of The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. Reports, proxy
statements and other information filed by the Company are also available on
the Internet at the Commission's World Wide Web site at http://www.sec.gov.
This Prospectus constitutes part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933,
as amended. This Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of the
Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Common Stock. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, where a copy of
such document has been filed as an exhibit to the Registration Statement or
otherwise has been filed with the Commission, reference is made to the copy so
filed. Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the SEC are hereby
incorporated by reference: (i) the Company's Annual Report on Form 10-K for
its fiscal year ended June 30, 1997 and (ii) the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to termination of this offering shall be deemed to be
incorporated by reference from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this material to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference herein
(other than certain exhibits to such documents). Written or oral request
should be directed to the Corporate Secretary, York Financial Corp., 101 South
George Street, York, Pennsylvania 17401 (telephone number is (717) 846-8777).
THE COMPANY AND THE ASSOCIATION
York Financial Corp., a Pennsylvania corporation, is the parent
company for its principal subsidiary, York Federal Savings and Loan
Association ("York Federal" or the "Association"). The Company is currently a
unitary savings and loan holding company.
2
<PAGE>
<PAGE>
York Federal was originally chartered in 1955 as a mutual savings and
loan association and in March 1984 converted to a capital stock association.
Since its chartering, the Association has been a member of the Federal Home
Loan Bank ("FHLB") System. Its savings accounts are insured by the Federal
Deposit Insurance Corporation ("FDIC") up to applicable limits under the
Savings Association Insurance Fund ("SAIF"). The Association is subject to
regulation of the FDIC and the Office of Thrift Supervision ("OTS").
The Association is primarily engaged in attracting deposits from the
general public and originating loans secured by residential and other real
estate. The Association also makes consumer and commercial loans. York
Federal also invests in obligations of the United States Government and
federal agencies, and other investments as permitted by applicable laws and
regulations. The Association conducts its business through its home office in
York, Pennsylvania and 19 full-service branch offices located in York and
surrounding counties and two full-service branch offices located in Harford
County, Maryland.
YORK FINANCIAL CORP.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a question and answer statement of the provisions of
the Company's Dividend Reinvestment and Stock Purchase plan, as amended,
effective November 19, 1997.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple and
convenient method of reinvesting cash dividends paid on shares of Common Stock
of the Company and investing optional cash payments in shares of Common Stock
issued by the Company without payment of any brokerage commission or service
charge. Shares of Common Stock purchased under the Plan by participants may
either be issued by the Company or, subject to applicable regulatory
requirements, purchased by the Company in the open market. To the extent that
such shares are purchased directly from the Company, the Company will receive
additional funds to be used for general corporate purposes, including working
capital.
The Plan offers participants the following options: (a) to have all
the cash dividends on their shares of Common Stock automatically reinvested in
Common Stock of the Company, or (b) to have cash dividends on some of the
participant's shares automatically reinvested, while continuing to receive
cash dividends on the other shares, and (c) to make optional cash payments of
not less than $25 nor more than $2,500 per calendar quarter for the purchase
of additional shares, whether or not dividends are being reinvested.
2. What are the advantages of the Plan?
Participants increase their holdings of the Company's Common Stock
without incurring any commissions or service charges in connection with
purchases under the Plan. Participants are able to purchase shares of Common
Stock through reinvestment of quarterly cash dividends (but not with optional
cash payments) at a discount of 10% from the low trade price of such shares on
the Investment Date, as that term is defined in Question 13, or if no shares
trade on the Investment Date, then the low trade price for the last business
day prior to the Investment Date on which such shares were traded (see
Question 13). The low trade price referred to herein is determined based on
the low trade price reported in The Wall Street Journal. Regular statements
of account provide each participant with a record of each transaction. The
Plan is entirely voluntary. You may join or terminate your participation at
any time prior to a particular record date by notice in writing to the Plan
Administrator (see Question 5).
3
<PAGE>
<PAGE>
ADMINISTRATION
3. Who administers the Plan for participants?
American Stock Transfer and Trust Company (the "Plan Administrator")
administers the Plan for participants, maintains records, sends statements of
account to participants and performs other duties relating to the Plan. The
Plan Administrator will hold for safekeeping shares of Common Stock purchased
for, or deposited for safekeeping by, each participant until termination of
participation in the Plan or receipt of a written request from a participant
for the issuance of a certificate for all or a portion of such shares. Shares
of Common Stock purchased under the Plan and held by the Plan Administrator
will be registered in its name or the name of one of its nominees and will be
credited to the account of each participant. As the record holder of shares
of Common Stock held for participants under the Plan, the Plan Administrator
will receive dividends on such shares of Common Stock, will credit such
dividends to each participant's account on the basis of full and fractional
shares held in each account, and will automatically reinvest such dividends in
additional shares of Common Stock. In the event that the Plan Administrator
should resign or otherwise cease to act as agent, the Company will make such
other arrangements as it deems appropriate for the administration of the Plan.
The Plan Administrator may be contacted by mail at:
American Stock Transfer and Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Telephone inquiries may be made to the Plan Administrator at (800)
278-4353. Please mention York Financial Corp. in all correspondence.
PARTICIPATION
4. Who is eligible to participate?
Each shareholder who has shares of Common Stock of the Company
registered in his or her own name is eligible to participate in the Plan.
Any person whose Common Stock is registered in a name other than his
or her own (e.g. in the name of a broker, bank or other nominee) and who
desires to participate in the Plan must either become a holder of record by
having such securities transferred into his or her own name or make
appropriate arrangements with his or her broker, bank or other nominee and the
Plan Administrator. In general, a nominee holding Common Stock on behalf of a
beneficial owner may participate in and make elections under the Plan with
respect to such Common Stock of such beneficial owner in the same manner as
the beneficial owner could (and subject to the same limitations and
conditions) if such beneficial owner held such Common Stock in his or her own
name.
As a Plan participant, you may also deposit your Common Stock
certificates in your Plan account, where the certificates will be fully
protected against loss, theft or damage. Simply send the certificates (via
registered mail, return receipt requested) to the Plan Administrator. Be sure
to include a written request that the shares be added to your Plan account.
The Plan Administrator will hold your certificates until you choose to
withdraw shares, sell the shares or terminate your participation in the Plan.
Stockholders who reside in jurisdictions in which it is unlawful for
York Financial to permit their participation are not eligible to participate
in the Plan.
4
<PAGE>
<PAGE>
5. How does an eligible stockholder join the Plan?
To join the Plan, a stockholder must complete an Authorization Form
and return it to the Plan Administrator. An Authorization Form is enclosed
with the offering circular regarding the Plan. Stockholders who are already
participants in the Plan need not complete a new Authorization Form in order
to continue to participate under the Plan. Additional copies of the
Authorization Form will be provided from time to time to the holders of the
Company's Common Stock, and may be obtained at any time by written request to
the plan Administrator at the address set forth in Question 3.
6. When may an eligible stockholder join the Plan?
A stockholder may join the Plan at any time. If the Authorization
Form is received by the Plan Administrator on or before the record date for a
dividend payment, and the participant elects to reinvest the dividends in
shares of Common Stock, such reinvestment of dividends will begin with that
dividend payment.
See Question 11 below for information concerning the investment of
optional cash payments.
7. What does the Authorization Form provide?
The Authorization Form allows you to indicate how you wish to
participate in the Plan by checking the appropriate box. You may indicate
which of the following investment options you choose:
(a) Full Dividend Reinvestment directs the Plan Administrator to
invest in accordance with the Plan all the cash dividends on all of the shares
of Common Stock then or subsequently owned by participants, and also permits
participants to make optional cash payments for the purchase of additional
shares of Common Stock in accordance with the Plan;
(b) Partial Dividend Reinvestment directs the Plan Administrator
to invest in accordance with the Plan the cash dividends on only that number
of shares of Common Stock owned by participants which are designated in the
appropriate space on the Authorization Form and also permits participants to
make optional cash payments for the purchase of additional shares of Common
Stock in accordance with the Plan; or
(c) Additional Cash Purchase Only permits participants to make
optional cash payments of as little as $25 or as much as $2,500 for the
purchase of additional shares of Common Stock in accordance with the Plan,
without reinvesting your dividends.
Participants may select any of the three options. If the dividend
reinvestment option is chosen, dividends will be reinvested on a cumulative
basis on the shares designated on the Authorization Form and on all Plan
shares held in the Plan account, until the participant specifies otherwise or
withdraws from the Plan altogether, or until the Plan is terminated.
The Authorization Form also appoints the Plan Administrator agent for
each participant and directs the Plan Administrator to apply cash dividends
and any optional cash payments a participant might make to the purchase of
shares of Common Stock in accordance with the terms of the Plan.
(d) Safekeeping of Shares is an additional service to Plan
participants, which allows you to deposit free of charge all Common Stock
Certificates held by you with the Plan Administrator for safekeeping. If you
wish to use this service, you should complete the appropriate box on the
Authorization Form and return it to the Plan Administrator with the
certificate or certificates. Delivery of certificates is at the risk of the
shareholder and, for delivery by mail, insured registered mail with return
receipt requested is recommended.
5
<PAGE>
<PAGE>
8. May a stockholder have dividends reinvested under the Plan with
respect to less than all of the shares of Common Stock registered in that
stockholder's name?
Yes. Participants may indicate on the Authorization Form the number
of full shares desired to be participated in the Plan. Participants will
continue to receive the dividends on the remaining shares. However, a
shareholder who has shares of Common Stock registered in more than one name,
for example, some registered in the name of "John Smith" and other registered
in the name of "J. Smith", may elect to participate in the Plan for each
registration in order to reinvest cash dividends paid on all of their shares
of Common Stock.
9. Are stockholders who participated under the 1995 plan required to
return an Authorization Form to participate under this Plan?
No. The 1995 plan, as well as the Plan set forth herein, provides
that the Board of Directors may amend, suspend, modify or terminate the Plan
at any time without the approval of participants. However, the Company must
send notice of such action to participants who retain the right to withdraw
from the Plan. See Question 29 below. This Plan supplements and amends the
previous plan and receipt of a copy of this Prospectus shall serve as notice
of such amendment. A stockholder who is currently participating under the
previous plan will continue to participate under this Plan, unless such
stockholder notifies the Company of their intention to withdraw from the Plan
in whole or in part pursuant to the procedures outlined in Question 22 below.
All participants in the previous plan will automatically participate in this
Plan. A stockholder who is currently participating under the previous plan
need not complete and mail to the Company an Authorization Form to participate
under this Plan. Such participation is automatic. However, Authorization
Forms which are returned by stockholders currently participating under the
previous plan will supersede all prior Authorization Forms.
OPTIONAL CASH PAYMENTS
10. How do optional cash payments work?
If a stockholder participant chooses to participate by optional cash
payments, the Plan Administrator will apply any optional cash payment received
by the Plan Administrator from the participant to the purchase of shares of
Common Stock for the participant's account. Dividends payable on shares of
Common Stock purchased with optional cash payments will be automatically
reinvested in shares of Common Stock; however, all shares registered under one
taxpayer identification number will be aggregated for the purposes of making
optional cash payments so that no shareholder may invest more than $2,500 per
quarter to purchase additional shares under the Plan.
11. How are optional cash payments made?
An initial optional cash payment may be made by a participant when
enrolling by enclosing a check for not less than $25 nor more than $2,500 with
the Authorization Form. Checks should be made payable to American Stock
Transfer and Trust Company and returned along with the Authorization Form in
the envelope provided. Thereafter, optional cash payments may be made each
quarter by sending to the Plan Administrator the participant's check for not
less than $25 nor more than $2,500, together with the account identification
stub furnished by the Plan Administrator. In addition to optional cash
payments by check, participants may authorize the Plan Administrator to make
withdrawals from their York Federal account automatically for quarterly
optional cash payments by completing an Authorization Form and returning it to
the Plan Administrator at least thirty days prior to the Investment Date.
Authorization Forms may be obtained by request to the Company or the Plan
Administrator.
The election to make optional cash payments is available to each
participant at any time. Optional cash payments by a participant must be at
least $25 per calendar quarter and cannot exceed a total of $2,500 in any
calendar quarter. The same amount of money need not be sent each quarter and
there is no obligation to make an optional cash payment at any time.
6
<PAGE>
<PAGE>
12. When will optional cash payments received by the Plan Administrator
be invested?
Optional cash payments will be invested on the Investment Date as
defined in Question 13 below. Optional cash payments received by the Plan
Administrator less than two business days before a given Investment Date will
be returned to the participant by the Plan Administrator. Since no interest
will be paid by the Company or the Plan Administrator on optional cash
payments, participants are urged to make optional cash payments shortly before
the Investment Date. However, participants should allow sufficient time to
insure that an optional cash payment will be received at least two business
days before the Investment Date. Participants may request in writing that the
Plan Administrator return all or a portion of their uninvested optional cash
payments at any time up to two business days before the Investment Date. Any
optional cash payment received more than 30 days before an Investment Date
will be returned.
PURCHASES
13. When will purchases be made?
Purchases under the Plan will be made during each calendar quarter on
each "Investment Date," which will be the close of business on the dividend
payment date or as soon as practicable thereafter. Dividends, when declared,
are generally paid on or about the fifteenth day of each February, May, August
and November. The corresponding record dates are generally about the end of
the calendar month just preceding the respective dividend payment dates.
14. How many shares of Common Stock will be purchased for participants?
The number of shares purchased for a participant shall be determined
by dividing the amount of dividends and/or optional cash payments in the
account of each participant available for investment on the Investment Date by
the purchase price per share on such date less the applicable discount. If
the funds available from participants are not sufficient to purchase an exact
number of shares, participants' plan accounts will be credited with fractional
shares computed to three decimal places, which will earn proportionate
dividends as declared. Participants may not specify the number of shares to
be purchased on a given Investment Date.
15. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares of Common Stock purchased for participants in the
Plan with reinvested dividends on their Common Stock will be the low trade
price reported in The Wall Street Journal as of the Investment Date, less the
applicable 10% discount. The price of shares of Common Stock purchased for
participants in the Plan with optional cash payments will be the low trade
price quoted for the purchase of the Common Stock on the Investment Date,
without such discount. The Company will bear all costs of administering the
Plan, except as described under Question 19, below. In the event of an error
in reporting the low trade price in The Wall Street Journal, the Company will
determine the low trade price from actual records.
16. May dividends on shares purchased through the Plan be sent directly
to the beneficial owner?
No. The purpose of the Plan is to provide the participant with a
convenient method of purchasing shares of Common Stock and to have the
dividends on those shares reinvested. Accordingly, dividends paid on shares
held in the Plan will be automatically reinvested in additional shares of
Common Stock unless and until the participant elects to terminate
participation in the Plan as to any or all shares in the plan. See Question
23 below. In the event a shareholder withdraws a portion of his or her shares
from the Plan, dividends will continue to be reinvested in shares of Common
Stock on the Common Stock remaining in the Plan.
7
<PAGE>
<PAGE>
17. Will the Plan have a dilutive effect on the Company's book value per
share?
Possibly. The issuance of Common Stock purchased with reinvested
quarterly cash dividends and optional cash payments will have a dilutive
effect on the book value per share of the Company's Common Stock if such
shares are issued, with any applicable discount, at a price below the then
prevailing book value of the Common Stock. The exact amount of such dilution
will depend upon the number of shares issued under the Plan and the issue
price of such shares. All stockholders have the right to participate in the
Plan and reinvest cash dividends in Common Stock of the Company and make
limited optional cash payments under the Plan.
COSTS
18. Are there any expenses to participants in connection with purchases
of Common Stock from the Company under the Plan?
No. All costs or expenses arising out of the purchase of shares
pursuant to the Plan, including the Plan Administrator's fees, will be paid by
the Company. There will be no brokerage fees for shares purchased from the
Company under the Plan.
REPORTS TO PARTICIPANTS
19. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase for a participant's
account, the participant will receive a statement of account from the Plan
Administrator. These statements are a participant's continuing record of the
cost of shares purchased and the number of shares acquired, and should be
retained for tax purposes.
CASH DIVIDENDS
20. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. A participant's account will be credited with dividends on
shares held in his or her account. If the dividend reinvestment option is
chosen, the Plan Administrator will reinvest the dividends in additional
shares of Common Stock.
STOCK SPLITS, STOCK DIVIDENDS, AND RIGHTS OFFERINGS
21. What is the effect of a stock split, stock dividend or rights
offering by the Company under the Plan?
Any stock dividend or stock split declared by the Company on shares
held by the Plan Administrator for a participant will be credited to a
participant's account without charge. In the event that the Company makes
available to its shareholders the right to purchase additional shares,
debentures or other securities, such rights accruing on the shares held by the
Plan Administrator for a participant will be sold and the proceeds of the sale
will be promptly applied to the purchase of additional shares of the Company
for the participant's account. If, however, a participant wishes to exercise
such rights, he may, by written request received by the Plan Administrator
prior to the record date for such rights, obtain a certificate for the full
shares in the participant's account so that such rights to purchase additional
shares accruing to those certificates will flow directly to the participant.
8
<PAGE>
<PAGE>
STOCK CERTIFICATES
22. Will stock certificates be issued for shares of Common Stock
purchased?
Normally, certificates for Common Stock purchased under the Plan will
not be issued to participants. The number of shares credited to an account
under the Plan will be shown on the participant's statement of account.
A participant may receive certificates for full shares accumulated in
his or her account under the Plan by sending a written request to the Plan
Administrator. Participants may request periodic issuance of certificates for
all full shares in the account. When certificates are issued to the
participant, future dividends on such shares will be treated in accordance
with the participant's instructions as indicated on the Authorization Form.
Any remaining shares will continue to be reflected in the participant's
account.
A participant's rights under the Plan and shares credited to the
account of a participant under the Plan may not be pledged. A participant who
wishes to pledge such shares must request that certificates for such shares be
issued in his or her name.
Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares will be similarly
registered when issued.
WITHDRAWAL FROM THE PLAN
23. Is the Plan entirely voluntary and may a participant withdraw at any
time?
In order to withdraw a portion or all of their shares from the Plan
or change their investment election, a participant must notify the Plan
Administrator in writing that they wish to make such a withdrawal or such a
change. When a participant withdraws a portion or all of their shares from
the Plan or upon termination of the Plan by the Company, certificates for
whole shares credited to the participant's account under the Plan will be
issued and a cash payment will be made for any fractional share. The cash
payment will be based on the closing price of the Common Stock as report by
the Nasdaq National Market on the date the termination request is processed by
the Plan Administrator.
Upon termination of participation in the Plan, a participant may
request that all or a portion of the whole shares credited to their account
under the Plan be sold. As soon as practicable after receipt of notice of
termination and consent of sale, the Plan Administrator will place a sell
order with a brokerage firm selected by the Plan Administrator. The
participant will receive the proceeds of the sale less any brokerage
commission and any transfer tax.
If the written request from a participant to withdraw and stop
dividend reinvestment is received by the Plan Administrator prior to the
record date for a dividend, reinvestment of such participant's dividends will
be terminated on the date of receipt of such notice by the Plan Administrator.
Also, such dividend and all subsequent dividends will be paid to the
participant by check, except that dividends on shares in the participant's
account which are not withdrawn will continue to be reinvested (see below).
If the withdrawal request is received on or after the record date for
a dividend, such dividend will be invested for the participant's account under
the Plan and the withdrawal or change effected thereafter. If a request to
withdraw and to stop investment of optional payments is received by the Plan
Administrator at least two business days before the next Investment Date, any
uninvested optional cash payments then held in such participant's account will
not be reinvested and will be returned to the participant. If the withdrawal
request is received less than two business days before such Investment Date,
any such optional cash payment then held in a participant's account will be
reinvested for the participant's account, and the withdrawal or change
effected thereafter.
9
<PAGE>
<PAGE>
A participant who terminates the reinvestment of dividends paid on
shares registered in their name may leave in the Plan the shares acquired
pursuant thereto. Dividends paid on the shares left in the Plan will continue
to be automatically reinvested for their account. The participant may also
continue to make optional cash payments.
The Company does, however, reserve the right to terminate the
participation of any participant who, in the Company's opinion, is abusing the
Plan or causing undue expense.
24. Will the Plan Administrator sell shares held in safekeeping?
Yes. Upon written instruction to the Plan Administrator, the number
of shares designated by the participant will be sold at the market price on
the day selected by the Plan Administrator. Participants will receive a check
net of any brokerage costs and commissions in a manner similar to that for
withdrawal from the Plan.
OTHER INFORMATION
25. What happens when a participant sells or transfers all of the shares
registered in his or her name?
If a participant disposes of all shares of Common Stock registered in
his or her name (other than shares credited to their account under the Plan),
the Plan Administrator will continue to reinvest the dividends on the shares
credited to their account under the Plan until such participant withdraws from
the Plan.
26. How will a participant's shares held under the Plan be voted at
meetings of stockholders?
Shares credited to the account of a participant under the Plan (other
than fractional shares) will be automatically added to the shares covered by
the proxy sent to the stockholder with respect to his or her other shares in
the Company and may be voted by such holder pursuant to such proxy.
27. What are the income tax consequences of participation in the Plan?
In general, a participant in the Plan has the same Federal and state
income tax obligations with respect to dividends credited to his or her
account under the Plan as other holders of shares of Common Stock who elect to
receive cash dividends directly. A participant is treated for income tax
purposes as having received, on the dividend payment date, a dividend in an
amount equal to the fair market value of the Common Stock credited to his or
her account under the Plan, even though that amount was not actually received
by the participant in cash but, instead, was applied to the purchase of
additional shares for his or her account.
The basis of each share credited to a participant's account pursuant
to the dividend reinvestment aspect of the Plan is the fair market value of
the Common Stock, and the holding period for such shares begins on the day
following the dividend payment date. The difference between the fair market
value of the Common Stock and the cash payment therefor, or the discount, will
be taxable to the shareholder as ordinary income. The basis of the shares
credited to a participant's account pursuant to the optional cash investment
aspect of the Plan is the amount paid by the participant to acquire the
shares. The holding period for such shares begins on the day following the
Investment Date.
The receipt by a participant of certificates representing whole
shares previously credited to his or her account under the Plan upon
withdrawal from the Plan or pursuant to the request of the participant will
not result in the recognition of taxable income. A participant will recognize
a gain or loss when fractional shares are sold on behalf of the participant
upon withdrawal from the Plan or when the participant sells shares after the
participant's withdrawal from the Plan.
10
<PAGE>
<PAGE>
Each shareholder should consult his or her own tax adviser regarding
the income tax effect of participation in the Plan as to such shareholder.
28. What are the responsibilities of the Company under the Plan?
The Company and the Plan Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death or
judicially declared incompetency prior to receipt by the Plan Administrator of
notice in writing of such death or incompetency or with respect to the prices
at which shares are purchased for the participant's account, and the times
when such purchases are made, or with respect to any loss or fluctuation in
the market value after purchase of shares.
29. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is no
different from direct investment in shares of the Company. The participant
bears the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares held by him in the Plan, or otherwise.
30. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any
time by the Board of Directors of the Company without the approval of the
participants. Notice of any such suspension or termination or material
amendment or modification will be sent to all participants, who shall at all
times have the right to withdraw from the Plan.
The Company or the Plan Administrator may terminate a stockholder's
individual participation in the Plan at any time by written notice to the
stockholder. In such event, the Plan Administrator will request instructions
from the participant for disposition of the shares in the account. If the
Plan Administrator does not receive instructions from the participant, it will
send the participant a certificate for the number of full shares held for the
participant under the Plan and a check for any fractional share.
USE OF PROCEEDS
The net proceeds from the sale of Common Stock offered pursuant to
the Plan will become part of the Company's general funds for working capital
purposes and investment in the various areas of business in which it is then
engaged.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 20,000,000 shares of Common Stock
and 10,000,000 shares of preferred stock, par value $1.00 per share. Each
share of Common Stock has the same relative rights and is identical in all
respects with every other share of Common Stock. The following summary does
not purport to be a complete description of the applicable provisions of the
Company's Articles of Incorporation and Bylaws or of applicable statutory or
other law, and is qualified in its entirety by reference thereto. See
"AVAILABLE INFORMATION."
Common Stock
Voting Rights. The holders of Common Stock possess exclusive
voting rights in the Company. Each holder of Common Stock is entitled to one
vote for each share held of record on all matters submitted to a vote of
holders
11
<PAGE>
<PAGE>
of Common Stock. Holders of shares of Common Stock are not entitled to
cumulate votes for the election of directors.
Dividends. The holders of Common Stock are entitled to such
dividends as the Board of Directors may declare from time to time out of funds
legally available. Dividends from the Company depend upon the receipt by the
Company of dividends from its subsidiaries because the Company's major source
of income is the dividends from its subsidiaries.
Liquidation. In the unlikely event of liquidation of the Company and
after payment of all liabilities and all amounts remaining in a special
liquidation account established by the Association, holders of the Common
Stock will be entitled to receive any remaining assets of the Company.
Other Characteristics. Holders of Common Stock do not have any
preemptive, conversion or other subscription rights with respect to any
additional shares of Common Stock which may be issued. Therefore, the Board
of Directors may authorize the issuance and sale of shares of capital stock of
the Company without first offering them to existing shareholders of the
Company. The Common Stock is not subject to any redemption or sinking fund
provisions. The Common Stock cannot and will not be insured by the Federal
Deposit Insurance Corporation.
Preferred Stock
The Company's Articles of Incorporation authorizes the Board of
Directors to issue from time to time one or more series of preferred stock
with such designations and preferences, relative, participating, optional and
other special rights and qualifications, limitations and restrictions thereon,
as permitted by law and as fixed from time to time by resolution of the Board
of Directors. Because of its broad discretion with respect to the creation
and issuance of any series of preferred stock without stockholder approval,
the Board of Directors could adversely affect the voting power of the holders
of common stock, and by issuing shares of preferred stock with certain voting,
conversion and/or redemption rights, could discourage any attempt to obtain
control of the Company in any transaction not approved by the Board of
Directors.
EXPERTS
The consolidated financial statements of York Financial Corp.
incorporated by reference in York Financial Corp.'s Annual Report (Form 10-K)
for the year ended June 30, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting and
auditing.
LEGAL OPINION
The validity of the Common Stock to be issued pursuant to the Plan
will be passed upon for York Financial Corp. by Breyer & Aguggia, Washington,
D.C.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
12
<PAGE>
<PAGE>
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is therefore unenforceable.
13
<PAGE>
<PAGE>
No person has been authorized to give any
information or make any representations not
contained in this Prospectus in connection
with the offer made hereby, and, if given or
made, any such information or representation
must not be relied upon as having been authorized YORK FINANCIAL CORP.
by the Company.
This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy
any of the securities offered hereby in any
jurisdiction in which, or to any person to
whom, such offer or solicitation would be
unlawful. Neither the delivery of this
Prospectus nor any sale hereunder shall under Common Stock
any circumstances create any implication that ($1.00 Par Value)
there has been no change in the affairs of the
Company since any of the dates as of which
information is furnished herein or since the
date hereof.
Table of Contents Page
----
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
Available Information. . . . . . . .
Incorporation of Certain
Information by Reference . . . . .
The Company and the Association. . .
York Financial Corp.
Dividend Reinvestment and Stock
Purchase Plan. . . . . . . . . . . PROSPECTUS
Use of Proceeds. . . . . . . . . . .
Description of Common Stock. . . . .
Experts. . . . . . . . . . . . . . .
Legal Opinion. . . . . . . . . . . .
Indemnification. . . . . . . . . . .
November 24, 1997
<PAGE>
<PAGE>
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of Issuance and Distribution.
Estimated expenses are expected to be minimal and will be paid by the
Company.
Item 15. Indemnification of Directors and Officers.
A. Any corporation, organized under the laws of this
Commonwealth whether a stock Corporation or organized on the mutual plan
without capital stock shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust 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
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in,
or not opposed to, the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
B. A corporation shall have power to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court of common pleas of the county in which the
registered office of the corporation is located or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court of common pleas or such other court shall deem proper.
C. To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (A) or (B) of this
section or in defense of any claim, issue or matter therein, shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
D. Any indemnification under subsections (A) or (B) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in such
subsections. Such determination shall be made (1) By the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) If such a quorum is not obtainable,
or, even if obtainable a majority vote of a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) By the
shareholders of members of the Corporation.
<PAGE>
<PAGE>
E. Expenses incurred 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 as authorized in the manner
provided in subsection (D) of this section upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this section.
F. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such offices, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
G. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.
Such insurance is declared to be consistent with the public policy of this
Commonwealth.
York Financial's Articles of Incorporation also provide for
indemnification. The general effect of the provision is to indemnify any
director or officer against any liability arising out from any action or suit
to the extent permitted by Pennsylvania law as set forth above.
Item 16. Exhibits
Exhibit 5 Opinion of Breyer & Aguggia with respect to the validity of
the Common Stock being registered.
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of Breyer & Aguggia (contained in their opinion filed
as Exhibit 5 hereto).
Exhibit 24 Power of Attorney of certain directors and officers of the
Company (included in the signature pages to this Registration
Statement).
Item 17. Undertakings.
The undersigned hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
II-2
<PAGE>
<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 York, Commonwealth of Pennsylvania,
on the 24th day of November, 1997.
YORK FINANCIAL CORP.
By: /s/Robert W. Pullo
-----------------------------
Robert W. Pullo
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of York Financial Corp. do
hereby severally constitute and appoint Robert A. Angelo true and lawful
attorney and agent to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and
in our names in the capacities indicated below which said Robert A. Angelo may
deem necessary or advisable to enable York Financial Corp. to comply with the
Securities Act of 1933 in connection with the Registration Statement on Form
S-3 relating to the offering of the Company's Common Stock, including
specifically, but not limited to, power and authority to sign for us or any of
us in our names in the capacities indicated below the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and
we hereby ratify and confirm all that said Robert A. Angelo shall 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 below by the following persons in the
capacities and on the date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/Robert W. Pullo President and Chief Executive November 24, 1997
- --------------------------
Robert W. Pullo Officer and Director
(Principal Executive Officer)
/s/James H. Moss Senior Vice President and November 24, 1997
- --------------------------
James H. Moss Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Carolyn E. Steinhauser Director November 24, 1997
- --------------------------
Carolyn E. Steinhauser
II-3
<PAGE>
<PAGE>
/s/Thomas W. Wolf Director November 24, 1997
- --------------------------
Thomas W. Wolf
/s/Cynthia A. Dotzel Director November 24, 1997
- --------------------------
Cynthia A. Dotzel
/s/Paul D. Mills Director November 24, 1997
- --------------------------
Paul D. Mills
/s/Byron M. Ream Director November 24, 1997
- --------------------------
Byron M. Ream
/s/Robert W. Erdos Director November 24, 1997
- --------------------------
Robert W. Erdos
/s/Randall A. Gross Director November 24, 1997
- --------------------------
Randall A. Gross
/s/Robert L. Simpson Director November 24, 1997
- --------------------------
Robert L. Simpson
II-4
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit 5 Opinion of Breyer & Aguggia with respect to the validity
of the Common Stock being registered.
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of Breyer & Aguggia (contained in their opinion
filed as Exhibit 5 hereto).
Exhibit 24 Power of Attorney of certain directors and officers of
the Company (included in the signature pages to this
Registration Statement).
<PAGE>
<PAGE>
Exhibit 5
Opinion of Breyer & Aguggia with respect
to the validity of the Common Stock being registered
<PAGE>
<PAGE>
1300 I Street, N.W.
Suite 470 East
Washington, D.C. 20005
Telephone (202) 737-7900
Breyer & Aguggia Facsimile (202) 737-7979
=============================================================================
November 24, 1997
Board of Directors
York Financial Corp.
101 South George Street
York, Pennsylvania 17405
Re: York Financial Corp.
Registration Statement on Form S-3
Board of Directors:
We have acted as counsel to York Financial Corp. (the "Company"), in
connection with the preparation of the Registration Statement on Form S-3 and
amendments thereto (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the 450,000 shares of common stock ("Common Stock") par value $1.00 per
share, of the Company which may be offered under the Company's Dividend
Reinvestment and Stock Purchase Plan, as amended (the "Plan"), as more fully
described in the Registration Statement. You have requested the opinion of
this firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion, and based thereon, we are
of the opinion that the Common Stock issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable, provided such stock is issued at a price, after applicable
discounts, in excess of the par value per share.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to references to our firm included
under the caption "Legal Opinion" in the Prospectus which is part of the
Registration Statement.
Very truly yours,
/s/BREYER & AGUGGIA
BREYER & AGUGGIA
Washington, D.C.
<PAGE>
<PAGE>
Exhibit 23.1
Consent of Ernst & Young LLP
<PAGE>
<PAGE>
[Logo] ERNST & YOUNG LLP
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-3 and related Prospectus of York Financial Corp.
for the registration of 450,000 shares of its common stock and to the
incorporation by reference therein of our report dated July 17, 1997, with
respect to the consolidated financial statements of York Financial Corp.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
June 30, 1997, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Baltimore, Maryland
November 24, 1997
<PAGE>
