As filed with the Securities and Exchange Commission on February 2, 1999.
Registration No. 33-46171
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CODORUS VALLEY BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction incorporation or organization)
23-2428343
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(I.R.S. Employer Identification No.)
Codorus Valley Corporate Center
105 Leader Heights Road, P.O. Box 2887
York, Pennsylvania 17405-2887
717-747-1519
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(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
Larry J. Miller
President and Chief Executive Officer
CODORUS VALLEY BANCORP, INC.
Codorus Valley Corporate Center
105 Leader Heights Road, P. O. Box 2887
York, Pennsylvania 17405-2887
717-747-1519
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(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
With Copies To:
Nicholas Bybel, Jr., Esq.
SHUMAKER WILLIAMS, P.C.
Harrisburg, Pennsylvania 17108
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Post-Effective Amendment No. 3 to the Registration
Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ X ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ]
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PROSPECTUS
CODORUS VALLEY BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
50,000 Shares of Common Stock
$2.50 Par Value
This Prospectus relates to 50,000 shares of the $2.50 par value common
stock ("Common Stock") of Codorus Valley Bancorp, Inc. (the "Corporation") which
may be issued under the Codorus Valley Bancorp, Inc. Dividend Reinvestment and
Stock Purchase Plan (the "Plan") which Plan was adopted on February 25, 1992,
and amended on December 16, 1994, and January 12, 1999. This amendment has been
filed to reflect the designation of a new Plan Administrator and new services
for participants. The shares in the Plan are subject to the terms of a
shareholder rights plan. The shareholder rights plan provides for a dividend
distribution of Rights to purchase shares of the Corporation's common stock upon
the occurrence of certain events.
The Plan provides holders of record of shares of the Corporation's Common
Stock with a simple and convenient method of investing cash dividends in
additional shares of Common Stock. Holders of record who elect to enroll in the
Plan ("participants") will, if they so desire, direct any cash dividends paid on
their shares of Common Stock toward automatic investment in additional shares of
Common Stock. The Plan also provides each shareholder who participates with a
convenient and economical way to voluntarily purchase additional shares of
Common Stock within the limitations provided in the Plan.
Shares acquired for the Plan will be purchased in the open market, in
negotiated transactions or from the Corporation. The purchase price of shares
purchased from the Corporation will be the fair market value per share, as
defined, at the purchase date. The purchase price of shares purchased in the
open market or in negotiated transactions will be the price paid for the shares,
excluding all fees, brokerage commissions and expenses. Shareholders who do not
elect to participate in the Plan will receive dividends, as declared and paid,
by check.
Reference is made to the "Explanation of Dividend Reinvestment and Stock
Purchase Plan" section, which is considered part of this Prospectus, for further
information on the Plan.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 2, 1999.
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AVAILABLE INFORMATION
The Corporation 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 SEC. Such reports, proxy statements and other information filed by the
Corporation may be read and copied at the SEC's Public Reference Rooms at the
following locations: SEC Headquarters, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549; Northeast Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048; and the Midwest Regional Office, Citicorp
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies
of such material may be obtained from any of these public reference sections of
the SEC at prescribed rates. Information on the operation of the SEC's Public
Reference Rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. The address of the SEC's web site is http://www.sec.gov. In addition,
Codorus Valley Bancorp, Inc. is listed in the Nasdaq National Market System
under the trading symbol "CVLY." Reports and other information concerning the
Corporation may be inspected at The Nasdaq Stock Market, Inc.
This Prospectus constitutes a part of a Registration Statement filed by the
Corporation with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Common Stock offered hereby. This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Corporation and the
Common Stock offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the SEC. Each such statement is
qualified in its entirety by such reference.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to purchase any of the securities to which this
Prospectus relates in any jurisdiction to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any sale of securities to which this Prospectus
relates shall, under any circumstances, create any implication that there has
been no change in the affairs or condition of the Corporation since the date
hereof, or that the information contained herein is correct as of any time
subsequent to the date hereof.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the SEC (Periodic
Report File No. 0-15536) are hereby incorporated by reference in this
Prospectus:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) The Corporation's quarterly report on Form 10-Q for the quarter ended
March 31, 1998, June 30, 1998 and September 30, 1998; and
(c) The description of the Corporation's Common Stock that appears on
pages 27-32 of the Corporation's Prospectus, filed with the SEC on
November 18, 1986, which forms a part of the Corporation's
Registration Statement No. 33- 10257 on Form S-4; and page 3 of the
Corporation's Rights Agreement filed as Exhibit 4 with the SEC on
December 1, 1995, which forms a part of the Corporation's Current
Report on Form 8-K.
All reports filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Corporation will provide to each person, including any beneficial owner
to whom a prospectus is delivered, a copy of any or all of the documents
mentioned above, including any exhibits that are specifically incorporated by
reference in any of the above documents. These documents will be provided upon
written or oral request at no charge. Requests for such copies should be
addressed to Mr. Jann Allen Weaver, Codorus Valley Corporate Center, 105 Leader
Heights Road, P.O. Box 2887, York, Pennsylvania 17405-2887 (telephone number
(717) 747-1502).
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PROSPECTUS SUMMARY
The Corporation
Codorus Valley Bancorp, Inc. (the "Corporation"), a Pennsylvania business
corporation, is a bank holding company registered with and supervised by the
Board of Governors of the Federal Reserve System. The Corporation was formed in
1986 for the purpose of becoming the parent holding company of PeoplesBank, A
Codorus Valley Company, formerly named Peoples Bank of Glen Rock (the "Bank").
The formation as a one-bank holding company was effective March 2, 1987. The
Bank, a state-chartered institution, is a full service commercial bank and
provides a wide range of services to individuals and small to medium-sized
businesses in its southwestern York County, Pennsylvania market area.
The principal executive offices of the Corporation are located at Codorus
Valley Corporate Center, 105 Leader Heights Road, P.O. Box 2887, York,
Pennsylvania 17405-2887. The telephone number of the Corporation is (717)
747-1519.
The Offering; The Plan; Use of Proceeds
The securities offered hereby are a maximum of 50,000 shares of the
Corporation's common stock, par value $2.50 per share (the "Common Stock"). The
purpose of the offering is to provide holders of record of the Corporation's
Common Stock with a simple and convenient method of investing cash dividends and
voluntary cash payments in additional shares of Common Stock, without incurring
brokerage commissions, through the Corporation's Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
Detailed information concerning the Plan is provided under "Explanation of
the Dividend Reinvestment and Stock Purchase Plan," which should be reviewed
carefully.
Shares may be acquired for issuance pursuant to the Plan through open
market purchases, through negotiated transactions or from the Corporation. Open
market purchases will be made by an independent purchasing agent retained to act
as agent for Plan participants, and the purchase price to participants will be
the actual price paid, excluding brokerage commissions and other expenses, which
commissions and expenses will be paid by the Corporation. The Corporation will
receive none of the proceeds from shares acquired for issuance pursuant to the
Plan unless such acquisitions involve the purchase of shares from the
Corporation. To the extent any shares are purchased from the Corporation, the
proceeds of such sales will be added to the general funds of the Corporation and
will be available for its general corporate purposes, including working capital
requirements and contributions to the Corporation's banking subsidiary to
support its anticipated growth and expansion.
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EXPLANATION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following is an explanation of the Plan. The Plan is contained in a
written Plan instrument, a copy of which is maintained at the offices of the
Corporation, as well as at the offices of the Plan Administrator identified in
Answer Number 3 below. In the event of any inconsistency between that Plan
instrument and this explanation, the Plan instrument will control.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the Corporation's Common
Stock with a convenient and economical method of investing cash dividends
payable upon their Common Stock and voluntary cash payments in additional shares
of Common Stock. To the extent that the additional shares are purchased directly
from the Corporation under the Plan, the Corporation will receive additional
funds for its general corporate purposes.
Advantages
2. What are the advantages of the Plan?
Participation in the Plan offers a number of advantages:
* The Plan enables the shareholders to acquire additional shares of
Common Stock without the payment of brokerage commissions.
* The Plan provides shareholders of the Corporation with the opportunity
to reinvest their dividends automatically in additional shares of
Common Stock. The Plan also provides shareholders with the opportunity
to make additional voluntary cash payments, within specified limits,
to purchase additional shares of Common Stock without the payment of
any service charges or brokerage commissions.
* Participants' funds will be fully utilized through the crediting of
fractional shares of stock to their accounts under the Plan. Because
the shares of stock held under the Plan are held in "book entry" form,
participants avoid cumbersome safekeeping and record keeping costs
through the free custodial and reporting services furnished under the
Plan.
* Participants will receive periodic statements of the transactions for
their accounts under the Plan.
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Administration
3. Who administers the Plan for participants?
Norwest Bank Minnesota, N.A. will administer the Plan as agent for the
participants (the "Plan Administrator"). In such capacity, the Plan
Administrator will send periodic statements of account to participants and
perform other administrative duties relating to the Plan. Shares purchased for a
participant under the Plan will be held by the Plan Administrator and registered
in its name or the name of its nominee.
Any notices, questions or other communications relating to the Plan should
include the participant's account number and should be addressed to:
Norwest Bank Minnesota, N.A.
Attn: Shareowner Services
Investment Plan Services, Codorus Valley Bancorp, Inc.
P.O. Box 64856
St. Paul, MN 55164-0856
Participants who have questions regarding the Plan also may contact the
Plan Administrator by telephoning (651) 450-4064 or (800) 468-9716.
Participation
4. Who is eligible to participate in the Plan?
Generally, record holders of Common Stock of the Corporation will be
eligible to participate in the Plan. However, the Corporation may refuse to
offer the Plan to various shareholders of the Corporation, including for the
reason that the state in which the shareholder resides may require registration,
qualification or exemption of the Common Stock to be issued under the Plan, or
registration or qualification of the Corporation or any of its officers or
employees as a broker, dealer, salesman or agent. Beneficial owners whose shares
are registered in the name of a nominee, such as a brokerage firm or securities
depository, may not participate in the Plan unless such shares are transferred
into the record name of the beneficial owner. Also, persons, other than the Bank
or the Bank's Trust Department, who beneficially own four percent (4%) or more
of the Corporation's Common Stock are prohibited from enrolling in the Plan.
Participants, other than the Bank or the Bank's Trust Department, who become
beneficial owners of four percent (4%) or more of the Corporation's Common Stock
will be terminated from further participation in the Plan upon achieving such
ownership status.
Subject to the limitations in the paragraph immediately above and without
limiting the generality of this statement, participants in the Plan may make
voluntary cash payments of not less than One Hundred Dollars ($100.00) per
payment or more than Three Thousand Dollars ($3,000.00) per quarter. See Number
14 below.
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5. How does an eligible shareholder become a participant in the Plan?
Any eligible shareholder may join the Plan at any time by completing and
signing the authorization form included with this Prospectus and returning it to
the Plan Administrator. Additional authorization forms may be obtained at any
time from the Plan Administrator. A properly completed authorization form must
be received before a dividend record date in order for the dividends payable on
that date to be reinvested in the Corporation's Common Stock under the Plan.
6. Must a shareholder authorize dividend reinvestment on a minimum number of
shares?
No. There is no minimum number of shares required for participation in the
Plan. However, a shareholder may participate in the Plan only with respect to
all of his or her shares of the Corporation's Common Stock; that is, a
shareholder may not participate in the Plan with respect to fewer than all of
his or her shares of Common Stock.
Purchases
7. How are shares of Common Stock acquired under the Plan?
Cash dividends payable upon the Corporation's Common Stock held by persons
participating in the Plan will be paid to the Plan Administrator. The dividends
paid to the Plan Administrator will not include any applicable taxes withheld by
the Corporation. The Plan Administrator will pool these cash dividends together
with all voluntary cash payments received and, with respect to shares to be
purchased on the open market, will transfer them to an independent purchasing
agent (the "Plan Purchasing Agent"), which will be a broker-dealer registered
under the Securities Exchange Act of 1934 and may be a bank, trust company,
brokerage firm, or other independent fiduciary, as selected by the Plan
Administrator. The Plan Purchasing Agent will use the funds to purchase shares
of the Corporation's Common Stock on the open market for the Plan accounts of
the participants. Alternatively, the Plan Administrator will acquire shares
directly from the Corporation or pursuant to certain negotiated transactions. A
combination of the foregoing methods may be utilized as the Corporation directs.
In any event, each participant's account will be credited with a pro rata share
of such purchased shares. Shares purchased from the Corporation will be its
authorized but unissued shares of its Common Stock.
8. When will shares of Common Stock be purchased under the Plan?
Purchases of shares of Common Stock will be made as soon as reasonably
possible after the applicable investment date, but not more than thirty (30)
days after such date.
Voluntary cash payments will be accepted for investment, and will be
invested only in connection with a dividend payment date. Because participants
will not be credited with interest on their voluntary cash payments prior to
investment and because the Plan Administrator is prohibited from holding such
voluntary cash payments for extended periods of time prior to investing them,
participants are strongly encouraged to submit their voluntary cash payments as
near as possible to
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the applicable dividend payment date. For investment of a voluntary cash payment
to occur on a particular investment date, the voluntary cash payment must be
received by the Plan Administrator no earlier than thirty (30) days prior to the
corresponding dividend payment date, allowing adequate time for the checks or
other drafts to clear prior to the corresponding dividend payment date.
Historically, the Corporation has declared regular, quarterly cash dividends to
shareholders of record as of the fourth Tuesday of each of January, April, July
and October and has paid such dividends two weeks after the respective record
date.
Purchases of Common Stock in the open market or in negotiated transactions
may occur over one or more trading days.
9. What will be the price of stock purchased under the Plan?
For purchases of shares of Common Stock on the open market or in negotiated
transactions, the purchase price will be the pro rata share of the prices
actually paid for the shares (excluding brokerage commissions, if any) at the
time such purchases are made. For shares of Common Stock purchased by the Plan
Administrator directly from the Corporation, the purchase price will be the fair
market value of the stock as of the applicable investment date. The Common Stock
is currently listed in the National Market System of the Association of
Securities Dealers Automated Quotation System ("NASDAQ"). As long as the Common
Stock is listed in the NASDAQ National Market System, the fair market value
shall be the average of the highest and lowest trading prices per share for the
Stock on the applicable date or, if no trade of the Stock occcurred in said
National Market System on that date, the average of the highest and lowest
trading prices per share for the Stock on the next day on which the Stock was
traded in said National Market System. During the time that the Corporation's
Common Stock is not listed or traded on an established stock exchange or in the
NASDAQ National Market System, or quoted by NASDAQ, the fair market value of the
stock will be the average of the lowest bid and asked quoted prices per share of
the Common Stock on the applicable investment date as reported by one or more
brokerage firms selected by the Plan Administrator, which then make a market in
the Corporation's Common Stock. If there are no such bid and asked quotations on
that date, the quoted per share price (or average quoted per share prices, if
several) reported on the applicable investment date, whether bid or asked, will
be used.
10. How many shares will be purchased for participants?
The number of shares that will be purchased for each participant will
depend upon the amount of cash dividends to be reinvested for the participant,
the amount of any voluntary cash payments and the fair market value and/or
actual trading price of the shares purchased. Each participant's account will be
credited with the whole and fractional shares (calculated to three (3) decimal
places) equal to the pro rata amount invested for the respective participant,
divided by the applicable purchase price per share. The applicable purchase
price per share will be the total amount of dividends invested divided by the
total shares purchased.
11. Will dividends on shares in participants' accounts be used to purchase
shares?
Yes. Dividends subsequently paid on shares that have been purchased under
the Plan will also be used to purchase the Corporation's Common Stock, thereby
compounding each participant's investment. Fractional shares held under the Plan
for a participant's account will receive dividends in the same way as a whole
share, but in proportion to the size of the fractional share.
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12. Are there any expenses to participants in connection with purchases under
the Plan?
The Corporation will pay all costs of administration of the Plan. The
Corporation will also pay all brokerage fees incurred pursuant to purchases of
Common Stock made under the Plan.
Voluntary Cash Payments
13. Who will be eligible to make voluntary cash payments?
All record holders of Common Stock who elect to have dividends reinvested
and who are eligible to participate in accordance with the provisions of this
Plan may also elect to make voluntary cash payments.
14. What are the limitations on voluntary cash payments?
Participants are strongly encouraged to submit any voluntary cash payments
as near as possible to the applicable dividend payment date (See Number 8
above). Voluntary cash payments received too early or too late will be returned
to participants.
Voluntary cash payments may not be less than One Hundred Dollars ($100.00)
per payment or total more than Three Thousand Dollars ($3,000.00) per quarter.
The Corporation reserves the right, in its sole discretion, to determine whether
voluntary cash payments are made on behalf of an eligible participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or money order
with the executed Authorization Form (for new participants) or by forwarding a
check or money order to the Plan Administrator using the payment form that will
accompany each statement of account. Checks and money orders should be made
payable to "Norwest Bank Minnesota, N.A." and should include the participant's
account number and taxpayer identification number. Additional payment forms may
be obtained from the Plan Administrator.
Any voluntary cash payment received by the Plan Administrator within the
period described in Numbers 8 and 14 above will be applied to the purchase of
shares of Common Stock on the following investment date at a price determined in
accordance with the provisions of the Plan. No interest will be paid on
voluntary cash payments held by the Plan Administrator prior to the respective
investment date.
16. May participants have cash contributions to the Plan withdrawn from a
checking or savings account?
A new automatic cash investment service is now available for participants.
The service is a convenient, no-cost method through which participants may make
voluntary cash contributions to the Plan by having money automatically withdrawn
from a checking or savings account each quarter and invested in the
participant's account.
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Through the Plan's automatic deduction feature, participants may elect to
invest additional funds in Codorus Valley Bancorp, Inc.'s common stock through
optional cash payments, processed through electronic funds transfer and
withdrawn automatically from a participant's predesignated bank account. To
invest additional funds by automatic deduction, participants must first complete
and sign an Automatic Deduction Form and return the form to Norwest Bank.
Automatic Deduction Forms are available upon request from the Plan
Administrator. Once the automatic quarterly deduction option is initiated, funds
will be drawn from the participant's designated bank account on or about five
business days preceding the dividend payment date of each quarter and will be
invested in the common stock of Codorus Valley Bancorp, Inc. beginning on the
investment date.
Forms will be processed and will become effective as promptly as
practicable. Participants may change the designated account for automatic
deduction or discontinue this feature by written instruction to the Plan
Administrator.
Reports to Participants
17. What reports will be sent to participants in the Plan?
Each participant will receive periodic statements of account showing the
following: the amount of dividends invested for the participant; the amount of
voluntary cash payments made by the participant; any taxes withheld; the net
amount invested; the amount of brokerage fees paid on behalf of the participant;
the number of shares of stock purchased; the price per share; and the total
number of shares accumulated for the participant under the Plan. These
statements will serve as a record of the transactions for the participant under
the Plan and should be retained for income tax purposes. Each participant will
also receive the same communications sent to all other persons holding Common
Stock of the Corporation, as well as Internal Revenue Service information for
reporting dividend income received.
Voting Rights
18. How will a participant's shares be voted at meetings of shareholders?
For each meeting of the Corporation's shareholders, each participant will
receive proxy materials which will enable him or her to direct the Plan
Administrator, as record holder, to vote whole shares and fractional interests
credited to his or her Plan account. Shares held by the Plan Administrator for
the account of a participant who does not properly return a proxy will not be
voted. Participants will vote shares registered in their own names directly or
by proxy, as they have done in the past.
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Federal Income Tax Information
19. What are the federal income tax consequences of participating in the Plan?
For federal income tax purposes, a participant in the Plan will be treated
as having received on the dividend payment date the full amount of dividends
allocable to such participant, regardless of whether such dividends are actually
paid in cash, withheld for the payment of taxes or invested in additional shares
of common stock pursuant to the Plan. Additionally, the participant will be
deemed to have received taxable income in the amount of commissions and other
brokerage expenses paid in purchasing shares on the participant's behalf. The
per share tax basis of shares acquired for a participant under the Plan will be
the price per share reported on the periodic statement of account supplied to
each participant after each applicable investment date and will include the
amount of brokerage commissions paid on behalf of the participant.
The holding period for shares acquired pursuant to the Plan will begin on
the day after the date the shares are acquired for a participant's account. In
the case of any participant as to whom federal income tax withholding on
dividends is required, and in the case of a foreign participant whose taxable
income under the Plan is subject to federal income tax withholding, dividends
will be reinvested net of the amount of tax withheld under applicable law.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either upon
the participant's withdrawal of those shares from the Plan or upon termination
of participation in the Plan. A participant who sells or exchanges shares
previously received from the Plan or who directs the Plan Administrator to sell
his or her Plan shares may, however, recognize gain or loss. A participant also
will recognize gain or loss upon the receipt of a cash payment for a fractional
share credited to the participant's account upon termination of participation in
the Plan. The amount of gain or loss in either case will be the difference
between the amount the participant receives for the Plan shares or fractional
share and the participant's tax basis in such shares or fractional share.
Participants who purchase common stock under the Plan with voluntary cash
payments should not be required to recognize income in connection with such
purchases, aside from the amount of commissions and other brokerage expenses
paid on behalf of the participant which amounts will be taxable. The tax basis
of shares purchased under these circumstances will be equal to the purchase
price as adjusted for the amount of commission expenses paid on behalf of
participants. The holding period for such shares will commence on the day after
the shares are acquired.
The foregoing summary is based upon an interpretation of current federal
income tax laws and assumes that dividends paid by the Corporation will be from
its earnings and profits. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO
DETERMINE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX CONSEQUENCES, WHICH
MAY RESULT FROM PARTICIPATION IN THE PLAN AND ANY SUBSEQUENT DISPOSAL OF SHARES
ACQUIRED PURSUANT TO THE PLAN.
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Withdrawal of Shares from Plan Accounts
20. How may a participant withdraw shares purchased under the Plan?
A participant may withdraw all or a portion of the whole shares of Common
Stock credited to his or her account by notifying the Plan Administrator in
writing to that effect and by specifying in the notice the number of shares to
be withdrawn. Certificates for whole shares of Common Stock so withdrawn from
the Plan will be placed in the name of the participant and issued to the
participant. No certificates for fractional shares will be issued under any
circumstance. Any notice of withdrawal received from a participant after a
dividend record date will not be effective until the participant's dividends
paid on that date have been reinvested and the shares credited to the
participant's account.
Dividends on shares withdrawn from a participant's account will continue to
be reinvested unless the participant otherwise notifies the Plan Administrator
in writing. A participant who withdraws all of the whole and fractional shares
from his or her account will be treated as having terminated participation in
the Plan.
21. May a participant elect to have the withdrawn shares sold?
Yes. A participant may request the Plan Administrator to sell the shares
being withdrawn from his or her account under the Plan. Participants should
specify in their notice of withdrawal the number of shares to be sold. The Plan
Administrator will direct the Plan Purchasing Agent to execute a sale order for
such shares and provide for the sale of such shares within thirty (30) days of
receipt of the notice. Further, the Plan Purchasing Agent will deliver to the
participant a check for the proceeds of the sale, less any brokerage
commissions, applicable withholding taxes and transfer taxes incurred in
connection with the sale. A request for shares to be sold must be signed by all
persons in whose names the account appears.
Termination of Participation
22. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan at any
time by sending written notice in a form satisfactory to the Plan Administrator.
When a participant terminates his or her participation in the Plan, the Plan
Administrator will deliver to the participant one or more certificates for whole
shares credited to the participant's account under the Plan, a check
representing any uninvested dividends and voluntary cash payments held by the
Plan Administrator for the participant under the Plan and a check in lieu of the
issuance of any fractional share based on the then current net price or market
value per share of the Corporation's Common Stock.
23. May a participant request shares to be sold?
Yes. A participant who is terminating participation in the Plan may request
in writing that all of the shares in his or her account, both whole and
fractional, be sold. Such a request must be
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<PAGE>
signed by each person in whose name the Plan account appears. If such a sale is
requested, the Plan Administrator will direct the Plan Purchasing Agent to
proceed in the same manner as set forth in paragraph 21.
Certificates for Shares
24. Will certificates be issued for shares purchased under the Plan?
Generally not. Certificates for shares purchased for a participant's
account under the Plan will not be issued unless the participant: i. requests in
writing that the Plan Administrator issue such a certificate; ii. withdraws
shares from his or her Plan account; or iii. terminates his or her participation
in the Plan and does not request such shares to be sold on his or her behalf.
25. In whose name will shares be registered when certificates are issued to
participants?
Certificates will be issued in the name or names that appear on the
participant's account under the Plan. If a participant requests a certificate to
be registered in a name other than that shown on the account, the request must
be signed by all persons in whose names the account appears, with signatures
Medallion guaranteed and accompanied by such other documentation as the Plan
Administrator may require.
Other Information
26. May a participant pledge shares held under the Plan or transfer rights
under the Plan?
No. Shares credited to a participant's account under the Plan may not be
pledged or assigned, nor may any rights or interests under the Plan be
transferred, pledged or assigned, and any purported pledge, assignment or
transfer shall be void. A participant who wishes to pledge or assign his or her
shares held under the Plan must withdraw those shares from the Plan.
27. What happens if a participant sells or transfers all of the shares of
Common Stock registered in his or her name?
A participant who no longer has shares of the Corporation's Common Stock
held of record in his or her name may continue to participate in the Plan as
long as the Plan Administrator holds at least one whole share for the
participant's account under the Plan.
28. What happens if the Corporation declares a stock dividend or a stock split?
If the Corporation declares a stock dividend or effects a stock split, any
shares resulting from the stock dividend or stock split with respect to Common
Stock in a participant's account will be adjusted to give effect to the split.
In such event, the number of shares available for issuance under the Plan shall
likewise be adjusted. On January 26, 1998, the Corporation paid a two for one
stock split effected in the form of a 100% stock dividend.
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<PAGE>
29. May the Plan be modified or terminated?
Yes. The Corporation reserves the right to suspend, modify or terminate the
Plan at any time. Participants will receive notice of any suspension,
termination or material modification of the Plan. The Corporation also reserves
the right to terminate, at its sole discretion, any shareholder's participation
in the Plan at any time. The Corporation or Plan Administrator may adopt rules
and regulations from time to time to facilitate the administration of the Plan.
30. What are the liabilities of the Corporation or the Plan Administrator under
the Plan?
The Corporation and the Plan Administrator shall not be liable for any act
taken in good faith or for any good faith omission to act, including, without
limitation, any claims of liability (a) arising out of failure to terminate a
participant's account upon his or her death, and (b) with respect to the prices
at which shares of the Corporation's Common Stock are purchased or sold, the
times when or the manner in which such purchases or sales are made, the decision
whether to purchase such shares of Common Stock on the open market or from the
Corporation, fluctuations in the market value of the Common Stock, and (c) any
matters relating to the operation or management of the Plan.
EXPERTS
The consolidated financial statements of Codorus Valley Bancorp, Inc.,
incorporated by reference in Codorus Valley Bancorp, Inc's Annual Report (Form
10-K) for the year ended December 31, 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.
LEGALITY
The legality of Common Stock covered hereby has been passed upon for the
Corporation by Shumaker Williams, P.C., Special Counsel.
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<PAGE>
CODORUS VALLEY BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus describing the
Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (the
"Plan") and agree to the terms and conditions of the Plan as set forth in the
Prospectus.
I (We) hereby appoint Norwest Bank Minnesota, N.A., or such other
corporation as may succeed it pursuant to the Plan (or any modification
thereof), as my (our) agent (the "Plan Administrator"), to act as such upon and
subject to the terms and conditions of the Plan as set forth in the Prospectus.
I (We) hereby authorize Codorus Valley Bancorp, Inc. (the "Company") to pay
the Plan Administrator for my (our) account under the Plan, all cash dividends
payable in respect of all Common Shares of the Company registered in my (our)
name(s).
I (We) hereby authorize the Plan Administrator, as provided in the Plan, to
apply all such cash dividends and cash dividends on shares held by the Plan
Administrator for me (us) under the Plan, as well as any additional cash
payments made by me (us) as provided in the Plan, to the purchase of additional
Common Shares for my (our) account under the Plan. I (We) may terminate this
authorization and appointment at any time by so notifying the Plan Administrator
in writing of my (our) withdrawal from the Plan.
___________________________________
Shareholder Name (Please Print)
Date: _______________________ ___________________________________
Shareholder Signature
(If Joint Account):
___________________________________
Shareholder Name (Please Print)
Date: ________________________ ___________________________________
Shareholder Signature
Shareholder: Please sign exactly as name appears on stock certificate. Mail to:
Norwest Bank Minnesota, N.A.
Attn: Shareowner Services
Investment Plan Services, Codorus Valley Bancorp, Inc.
P.O. Box 64856
St. Paul, MN 55164-0856
(If you are submitting a voluntary cash payment with this Authorization Form,
please note that there is a minimum and maximum purchase amount. Please make
your check or money order payable to Norwest Bank Minnesota, N.A. and enter your
taxpayer identification number thereon.)
THIS IS NOT A PROXY
-15-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
N/A
Item 15. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. ss.ss.1741-1750) provides that a
business corporation shall have the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand in a fiduciary
relation to the corporation and shall perform his duties as a director,
including his duties as a member of any committee of the board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best
interests of the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director shall be entitled to rely in
good faith on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by any
of the following:
(1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters
presented;
(2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert
competence of such person; or
(3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority,
which committee the director reasonably believes to merit confidence.
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<PAGE>
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1716 also states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors may, in considering the best interests of the corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The consideration of
those factors shall not constitute a violation of Section 1712. In addition,
absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his
office under this section; and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal
statute; or
(2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another
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<PAGE>
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action or proceeding if such
person acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
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<PAGE>
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable, or, if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.
Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
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<PAGE>
Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.
Article 23 of the By-laws of the Registrant provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best interest of the
Registrant. Officers and directors will be presumed to be entitled to
indemnification, absent branches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.
Item 16. Exhibits
Exhibit 4(a)
Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase
Plan, as amended, on January 12, 1999
Exhibit 4(b)
Codorus Valley Bancorp, Inc. Rights Agreement (incorporated by
reference to the Corporation's Current Report on Form 8-K, filed with
the SEC on December 1, 1995.)*
Exhibit 5
Opinion of Shumaker Williams, P.C., Special Counsel to the
Corporation
Exhibit 23(a)
Consent of Ernst & Young LLP
Exhibit 23(b)
Consent of Shumaker Williams, P.C. (included as part of Exhibit 5)
Exhibit 24
Power of Attorney (included on signature page)*
Exhibit 99(a)
Form of Dividend Reinvestment and Stock Purchase Plan Authorization
Form
Exhibit 99(b)
Form of Automatic Deduction Form
*Previously filed.
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<PAGE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of 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; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purposes of determining any liability under the Section Act
of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to 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 PostEffective Amendment No. 3 to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the County of York, Commonwealth of Pennsylvania on January
12, 1999.
CODORUS VALLEY BANCORP, INC.
By: /s/ Larry J. Miller
-------------------------------
Larry J. Miller, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Capacity Date
-------- ----
/s/ George A. Trout, D.D.S. Chairman of the Board January 12, 1999
- --------------------------- and Director
George A. Trout, D.D.S
/s/ Larry J. Miller President and Chief January 12, 1999
- ------------------- Executive Officer and
Larry J. Miller Director
(Principal Executive Officer)
/s/ Jann Allen Weaver Chief Financial and January 12, 1999
- --------------------- Accounting Officer
Jann Allen Weaver
(Principal Financial and
Accounting Officer)
/s/ D. Reed Anderson Director January 12, 1999
- --------------------
D. Reed Anderson, Esquire
/s/ M. Carol Druck Director January 12, 1999
- ------------------
M. Carol Druck
/s/ MacGregor S. Jones Director January 12, 1999
- ----------------------
MacGregor S. Jones
/s/ Barry A. Keller Director January 12, 1999
- -------------------
Barry A. Keller
/s/ Rodney L. Krebs Director January 12, 1999
- -------------------
Rodney L. Krebs
/s/ Dallas L. Smith Director January 12, 1999
- -------------------
Dallas L. Smith
/s/ Donald H. Warner Director January 12, 1999
- --------------------
Donald H. Warner
<PAGE>
EXHIBIT INDEX
Exhibit 4(a)
Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan,
as amended, on January 12, 1999
Exhibit 4(b)
Codorus Valley Bancorp, Inc. Rights Agreement (incorporated by reference to
the Corporation's Current Report on Form 8-K, filed with the SEC on
December 1, 1995.)*
Exhibit 5
Opinion of Shumaker Williams, P.C., Special Counsel to the Corporation
Exhibit 23(a)
Consent of Ernst & Young LLP
Exhibit 23(b)
Consent of Shumaker Williams, P.C. (included as part of Exhibit 5)
Exhibit 24
Power of Attorney (included on signature page)*
Exhibit 99(a)
Form of Dividend Reinvestment and Stock Purchase Plan Authorization Form
Exhibit 99(b)
Form of Automatic Deduction Form
*Previously filed.
EXHIBIT 4(a)
Codorus Valley Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan
<PAGE>
CODORUS VALLEY BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. PURPOSE
The purpose of this Dividend Reinvestment and Stock Purchase Plan is to
provide the common shareholders of Codorus Valley Bancorp, Inc. with a
convenient method to invest cash dividends payable with respect to its Common
Stock in additional shares of its Common Stock and voluntary cash payments as
hereinafter provided.
2. DEFINITIONS
For purposes of this Plan:
(a) "Account" shall mean the account held by the Plan Administrator for a
Participant to which his or her Plan Shares are credited.
(b) "Authorization Form" shall mean the form or other document prescribed
by the Plan Administrator as the required evidence of an election by
an eligible shareholder of the Corporation to participate in the Plan.
(c) "Corporation" shall mean Codorus Valley Bancorp, Inc.
(d) "Dividend" shall mean a dividend payable by the Corporation in cash
with respect to its Stock.
(e) "Fair Market Value" shall mean the value of a share of Stock as of the
applicable date determined by the Plan Administrator as follows:
(i) If the Stock is listed on an established organized stock
exchange, the Fair Market Value shall be the closing price per
share for the Stock on such stock exchange on the applicable date
or, if no sale of the Stock occurred on such stock exchange on
that date, the closing price per share for the Stock on such
stock exchange on the next preceding day on which a sale of Stock
occurred.
(ii) If the Stock is not listed on an established stock exchange but
is listed in the National Market System of the Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the
Fair Market Value shall be the average of the highest and lowest
trading prices per share for the Stock on the applicable date or,
if no trade of the Stock occurred in said National Market System
on that date, the average of the highest and lowest trading
prices per share for the Stock on the next day on which the Stock
was traded in said National Market System.
<PAGE>
(iii)If the Stock is not listed on an established stock exchange or
in the NASDAQ National Market System but is quoted by NASDAQ, the
Fair Market Value shall be the average of the closing dealer bid
and asked prices per share for the Stock quoted by NASDAQ on the
applicable date or, if no such bid and asked prices are quoted by
NASDAQ on that date, the average of the closing dealer bid and
asked prices per share for the Stock quoted by NASDAQ on the next
day on which such prices were quoted by NASDAQ.
(iv) If the Stock is not listed on an established stock exchange or in
the NASDAQ National Market System, or quoted by NASDAQ, the Fair
Market Value shall be the average of the lowest bid and highest
asked prices per share for the Stock quoted on the applicable
date by one or more brokerage firms selected by the Plan
Administrator which then make a market in the Stock or, in the
absence of any such bid and asked prices quoted on such date, the
quoted per share price (or average of the quoted per share
prices, if several), whether bid or asked, for the Stock reported
on the applicable date.
(f) "Investment Date" shall mean the day during a month on which a
Dividend is payable, and in any other month, the fifteenth (15th) day
of such month, or if in any case, such day is not a business day on
which securities are traded, then the next following business day on
which securities are traded.
(g) "Participant" shall mean a shareholder of the Corporation who is
participating in the Plan.
(h) "Plan" shall mean this Dividend Reinvestment and Stock Purchase Plan.
(i) "Plan Administrator" shall mean a banking subsidiary of the
Corporation, or such other administrator as the Corporation may, in
its sole discretion, from time to time select.
(j) "Plan Purchasing Agent" shall mean an entity registered as a
broker-dealer under the Securities Exchange Act of 1934 which entity
may be a bank, trust company, brokerage firm or other independent
fiduciary institution selected by the Plan Administrator for purposes
of purchasing shares in the open market on behalf of the Plan. The
Corporation reserves the right to select a new Plan Purchasing Agent
at any time.
(k) "Plan Shares" shall mean the shares of Stock, whole and fractional,
that are held by the Plan Administrator for the benefit of the
Participants under the Plan.
(l) "Stock" shall mean the Common Stock of the Corporation, having a par
value of $2.50 per share.
<PAGE>
3. ADMINISTRATION
The Plan shall be administered by the Plan Administrator. All Plan Shares
will be registered in the name of the Plan Administrator, or its nominee, as
agent for the Participants and will be credited to the respective Accounts of
the Participants.
4. PARTICIPATION
All holders of record of Stock are and shall be, and all Participants shall
be eligible to participate in the Plan, except as otherwise determined from time
to time by the Board of Directors of the Corporation. Without limiting the
foregoing, the Board of Directors may refuse to offer the Plan to shareholders
residing in any state that requires (i) the registration or qualification of the
Stock to be issued pursuant to the Plan, or exemption therefrom, or (ii) the
registration or qualification of the Corporation or the Plan Administrator, or
any of their respective officers or employees, as a broker, dealer, salesman or
agent. A beneficial owner whose shares of Stock are registered in a name other
than his or her own must become a shareholder of record by having all or a part
of such shares transferred into his or her own name in order to participate in
the Plan. Also, persons other than Peoples Bank of Glen Rock (the "Bank") or the
Bank's Trust Department, who beneficially own four percent (4%) or more of the
Corporation's Common Stock are prohibited from enrolling in the Plan.
Participants, other than the Bank or the Bank's Trust Department who become
beneficial owners of four percent (4%) or more of the Corporation's Common Stock
will be terminated from further participation in the Plan upon achieving such
ownership status.
5. ENROLLMENT
Any eligible shareholder of record of the Corporation may enroll in the
Plan at any time by completing and signing an Authorization Form and returning
it to the Plan Administrator. If an Authorization Form requesting reinvestment
of Dividends is received by the Plan Administrator before the record date
established for a particular Dividend, reinvestment will commence with that
Dividend. If an Authorization Form is received from a shareholder after the
record date established for that particular Dividend, the reinvestment of
Dividends will begin with the payment of Dividends following the next Dividend
record date if at that time the shareholder is still a record holder of Stock.
A holder of Stock of record may participate in the Plan only with respect
to all of his or her Stock, and may not participate in the Plan with respect to
less than all of his or her shares of Stock, whether held by the Participant of
record or in his or her Account. As long as the Plan Administrator is holding
any Plan Shares in a Participant's Account, a Participant may continue to
participate in the Plan with respect to such Plan Shares, even if the
Participant holds of record no shares of Stock in his or her name.
6. VOLUNTARY CASH PAYMENTS
Any eligible shareholder of record who is enrolled in the Plan and who is
eligible to participate in accordance with the provisions of the Plan may also
elect to make voluntary cash payments by enclosing a check or money order with
the executed Authorization Form (for new participants) or by forwarding a check
or money order to the Plan Administrator with a payment form that will accompany
each statement of account. Checks and money orders shall be made payable to
Norwest Bank Minnesota, N.A. and should include the participant's account number
and
<PAGE>
taxpayer identification number. In addition, any eligible shareholder of record
who is enrolled in the Plan and who is eligible to participate in accordance
with the provisions of the Plan may also elect to make voluntary cash payments
by having money automatically withdrawn from a participant's predesignated
checking or savings account. To invest additional funds by automatic deduction,
participants must first complete and sign an Automatic Deduction Form and return
the form to the Plan Administrator. The amount of such voluntary cash payments
may not be less than One Hundred Dollars ($100.00) per payment or total more
than Three Thousand Dollars ($3,000.00) per quarter. The Corporation reserves
the right, in its sole discretion, to determine whether voluntary cash payments
are made on behalf of an eligible participant. Voluntary cash payments will be
accepted for investment, and will be invested, only in connection with a
dividend payment date. Because participants will not be credited with interest
on their voluntary cash payments prior to investment and because the Plan
Administrator is prohibited from holding such voluntary cash payments for
extended periods of time prior to investing them, participants must submit their
voluntary cash payments as near as possible to the applicable dividend payment
date. For investment of a voluntary cash payment to occur on a particular
investment date, the voluntary cash payment must be received by the Plan
Administrator no earlier than thirty (30) days prior to the corresponding
dividend payment date, allowing adequate time for the checks or other drafts to
clear prior to the corresponding dividend payment date.
7. PURCHASES
On each date that Dividends are payable, the Corporation will pay to the
Plan Administrator the Dividends payable with respect to the Stock of the
Participants, including their Plan Shares, less any applicable withholding
taxes. As of each Investment Date, the Plan Administrator will use the amount of
the available Dividends so received from the Corporation, together with
voluntary cash payments received from participants, to purchase Stock for the
Accounts of the Participants. The Plan Administrator shall: (i) purchase Stock
from the Corporation; (ii) direct the Plan Purchasing Agent to purchase the
Stock in the open market; (iii) arrange for the purchase of Stock in negotiated
transactions; or (iv) employ a combination of the foregoing, as directed from
time to time by the Corporation. Stock purchased from the Corporation will be
its authorized but unissued shares of Stock.
Purchases of Stock from the Corporation under the Plan shall be made as
soon as reasonably possible after the Investment Date, but not more than thirty
(30) days after such date. Open market purchases of Stock under the Plan will be
made by the Plan Purchasing Agent on or as soon as reasonably possible after
each Investment Date, but not more than thirty (30) days after such date.
Neither the Corporation nor the Plan Administrator will exercise discretion or
control over the methods or timing of purchases made by the Plan Purchasing
Agent pursuant to the Plan. If any Stock is purchased in the open market and/or
in negotiated transactions, no Stock will be allocated to a Participant's
Account until all Stock has been purchased for all Participants that month,
whether from the Corporation, in the open market, or in negotiated transactions.
The purchase price of Stock purchased from the Corporation under the Plan
shall be the Fair Market Value of the Stock as of the Investment Date. The
purchase price of Stock purchased under the Plan in the open market and/or in
negotiated transactions will be the Participant's pro rata share of the actual
costs, including any brokerage commissions, incurred by the Plan Administrator
for such purchases. In the event of purchases of Stock from the Corporation and
in the open market and/or in negotiated transactions, the purchase price per
share of Stock to be charged to each Participant will be based upon the weighted
averages of the prices of all shares purchased. Each
<PAGE>
Participant's Account will be credited with the number of whole and fractional
shares, calculated to three (3) decimal places, equal to the amount to be
invested for the Participant divided by the applicable purchase price.
8. DIVIDENDS ON PLAN SHARES
As the record holder of the Plan Shares held in Participants' Accounts
under the Plan, the Plan Administrator will receive Dividends, less any
applicable withholding taxes, payable with respect to all Plan Shares held on
each Dividend record date, will credit such Dividends to Participants' Accounts
on the basis of the Plan Shares held in each Account, and will reinvest such
Dividends in Stock under the Plan.
9. COSTS
All costs of administration of the Plan and service charges will be paid by
the Corporation. No brokerage fees will be charged to Participants in connection
with the purchase of Stock, but Participants will be charged the full actual
cost, including any brokerage commissions, of all shares of Stock sold on their
behalf pursuant to the Plan.
10. REPORTS TO PARTICIPANTS
As soon as practicable after each Investment Date, the Plan Administrator
will mail to each Participant for whose Account a transaction has occurred under
the Plan, a statement showing:
(a) the amount of Dividends and voluntary cash payments applied for the
Participant toward such investment;
(b) any taxes withheld;
(c) the net amount invested;
(d) the number of Plan Shares purchased;
(e) the price per share at which Plan Shares were purchased; and
(f) the total Plan Shares accumulated in the Participant's Account.
Each Participant will receive annually, information for the purpose of
reporting his or her Dividend income and other relevant information, including
brokerage commissions and other expenses paid on the participant's behalf, in
accordance with applicable tax laws.
11. VOTING OF PLAN SHARES
The whole number of shares of Stock credited to the Account of a
Participant under the Plan will be voted at meetings of shareholders of the
Corporation by the Plan Administrator, as record holder, in accordance with the
instructions of the Participant as delivered by the Participant as and when
prescribed by the Corporation or the Plan Administrator. In the absence of
providing such instructions to the Plan Administrator, the Plan Shares of a
Participant will not be voted.
<PAGE>
12. WITHDRAWAL OF PLAN SHARES
Participants may withdraw all or a portion of the whole Plan Shares in
their Accounts by notifying the Plan Administrator in writing to that effect and
specifying in the notice he number of shares to be withdrawn. Certificates for
whole shares of Stock so withdrawn will be registered in the name of the
Participant and issued to the Participant within thirty (30) days of the Plan
Administrator's receipt of notice of withdrawal. Certificates for fractional
shares of Stock will not be issued under any circumstance. Any notice of
withdrawal from an Account received after a Dividend record date will not be
effective until Dividends paid on such record date with respect to the Plan
Shares in the Account have been reinvested in Stock under the Plan and such
Stock has been credited to the Participant's Account.
Participants may request the Plan Administrator to sell the Plan Shares
that are being withdrawn from their Accounts by specifying in the notice of
withdrawal, the number of shares to be sold. The Plan Administrator will execute
a sale order for such shares within thirty (30) days of receipt of the notice,
and will deliver to the Participant a check for the proceeds of the sale, less
any brokerage commissions, applicable withholding taxes and transfer taxes
incurred. A request for Plan Shares to be sold must be signed by each person in
whose name the Account appears.
Any Plan Shares remaining in a Participant's Account after withdrawal will
continue to be held for the Participant by the Plan Administrator, with
Dividends on such Plan Shares continued to be reinvested under the Plan. A
Participant who withdraws all of the Plan Shares in his or her Account will be
treated as having terminated participation in the Plan.
13. TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a Participant at any time by
giving written notice thereof to the Plan Administrator in a form established by
the Plan Administrator. The Corporation in its sole discretion at any time may
send written notice to a Participant, with a copy sent to the Plan
Administrator, by which the Participant's participation in the Plan is
terminated; in any such case, the Participant shall be treated as if he or she
has terminated participation in the Plan as of the date of mailing of such
notice.
Within thirty (30) days after the date on which any such notice is received
by the Plan Administrator (the "Termination Date"), the Plan Administrator will
deliver to the Participant: (a) a certificate for all whole Plan Shares held in
the Participant's Account, (b) a check representing any uninvested Dividends
held by the Plan Administrator for the Participant, and (c) a check in lieu of
the issuance of any fractional share of Stock credited to the Participant's
Account, equal to (i) the proceeds from the sale of such fractional share on the
open market, less any brokerage commissions, and applicable withholding taxes
and transfer taxes incurred, or (ii) the fractional share multiplied by the Fair
Market Value of the Stock as of the Termination Date. Any notice of Plan
termination received from a Participant after a Dividend record date will not be
effective until the Dividends paid on such record date with respect to the Plan
Shares in the Account have been reinvested in Stock under the Plan and such
Stock has been credited to the Participant's Account.
In the alternative, a Participant may request in his or her notice of Plan
termination delivered to the Plan Administrator, that all of the Plan Shares in
the Participant's Account be sold. A request for Plan Shares to be sold must be
signed by all persons in whose names the Account appears. If such a sale is
requested, the Plan Administrator will direct the Plan Purchasing Agent to
execute a
<PAGE>
sale order providing for the sale of such Plan Shares within thirty (30) days of
its receipt of such request, and will also direct the Plan Purchasing Agent to
deliver to the Participant a check for the proceeds of the sale, less any
brokerage commissions, applicable withholding taxes and transfer taxes incurred.
14. STOCK CERTIFICATES
Unless a request is made in writing to the Plan Administrator, Participants
will not be issued certificates for shares held in custody by the Plan
Administrator. Certificates will, however, be issued to Participants upon
withdrawal of Plan Shares or upon termination of participation in the Plan and
will be registered in the name or names in which the Participant's Account is
maintained. If a Participant requests a certificate to be registered in a name
other than that shown on the Account, such request must be signed by all persons
in whose names the Account is registered, with signatures Medallion guaranteed,
and be accompanied by such other documentation as the Plan Administrator may
require.
Participants may not pledge or assign Plan Shares credited to their
Accounts, or pledge, assign or transfer any of their rights or interests under
the Plan, and any such purported pledge, assignment or transfer shall be void
and of no force or effect.
15. STOCK DIVIDENDS, SPLITS AND OFFERINGS
Any shares of capital stock resulting from a stock dividend or stock split
by the Corporation with respect to the Plan Shares of a Participant shall be
added to the Participant's Account with the Plan Administrator as additional
Plan Shares. Stock dividends or shares resulting from a stock split that are
distributable with respect to shares of Stock held of record in a Participant's
name will be mailed directly to the Participant in the same manner as are such
distributions to the Corporation's shareholders who are not participating in the
Plan.
In the event of any change in the Stock held by the Plan Administrator
under the Plan as a result of a stock split, reverse stock split, stock dividend
or similar transaction, the number of Plan Shares shall be appropriately
adjusted. Also, the total shares available for issuance pursuant to the Plan
will be adjusted to reflect the stock split, stock dividend or similar
transaction.
In the event of any "rights" or similar offering by the Corporation of any
of its capital stock, the Plan Shares credited to a Participant's Account shall
be treated as shares of Stock held of record by the Participant in his or her
name for purposes of such offering.
16. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Corporation may amend, supplement, suspend, modify or terminate the
Plan at any time without the approval of the Participants. Notice of any
suspension, termination or material amendment of the Plan shall be sent to all
Participants, who shall in all events have the right to withdraw from the Plan.
Any such suspension, termination or material amendment of the Plan shall not
become effective until thirty (30) days after notice is mailed to the
Participants.
17. INTERPRETATION OF PLAN
The Plan, the Authorization Form, and the Participants' Accounts shall be
governed by and
<PAGE>
construed in accordance with the laws of the Commonwealth of Pennsylvania, and
applicable state and federal securities laws. Any question of interpretation
arising under the Plan shall be determined by the Corporation pursuant to
applicable state and federal law and the rules and regulations of all regulatory
authorities, and such determination shall be final and binding upon all
Participants and the Plan Administrator. The Corporation or, with its consent,
the Plan Administrator, may adopt rules and regulations from time to time to
facilitate the administration of the Plan. Where used in this Plan, the plural
shall include the singular and, unless the context otherwise clearly requires,
the singular shall include the plural. The captions of the various paragraphs
contained in this Plan are for convenience only and shall not affect the
interpretation or meaning of the provisions of the Plan.
18. NO LIABILITY OF CORPORATION OR PLAN ADMINISTRATOR
Neither the Corporation nor the Plan Administrator, nor their respective
directors, officers or employees, shall be liable for any act taken in good
faith or for any good faith omission to act, including without limitation, any
claim of liability (a) arising out of failure to terminate a Participant's
Account upon such Participant's death, and (b) with respect to the prices at
which shares of Stock are purchased or sold, the times when or the manner in
which such purchases or sales are made, the decision whether to purchase shares
of Stock on the open market or from the Corporation, fluctuations in the Fair
Market Value of the Stock, and (c) any matters relating to the operation or
management of the Plan.
The foregoing Dividend Reinvestment and Stock Purchase Plan of and for
Codorus Valley Bancorp, Inc. approved and adopted by the Board of Directors of
said Corporation on February 25, 1992, to become and be effective on and as of
that date, as revised on December 16, 1994, and revised most recently on January
12, 1999, such revisions to become and be effective, in accordance with the
provisions set forth herein, on February 2, 1999.
CODORUS VALLEY BANCORP, INC.
SHUMAKER WILLIAMS, P.C.
3425 SIMPSON FERRY ROAD
CAMP HILL, PENNSYLVANIA 17011
(717) 763-1121
February 2, 1999
CODORUS VALLEY BANCORP, INC.
P. O. Box 2887
York, PA 17405-2887
Re: Codorus Valley Bancorp, Inc. (the "Corporation")
Registration Statement on Form S-3
Post-Effective Amendment No. 3
Our File No. 507-91
Ladies and Gentlemen:
In connection with the above-referenced registration statement pertaining
to the Corporation's Dividend Reinvestment and Stock Purchase Plan (the "Plan"),
we have acted as Special Counsel to the Corporation, and have examined all
documents, transactions and questions of law which we have deemed necessary and
appropriate for purposes of rendering the following opinion.
Based on our examination, it is our opinion that when the subject
post-effective amendment to the registration statement on Form S-3 becomes
effective under the Securities Act of 1933, those shares of $2.50 par value
Common Stock of the Corporation issued or distributed thereunder and paid for in
accordance with the terms of the Plan will be duly authorized, validly issued,
full-paid and nonassessable.
We hereby consent to the reference to our firm and to this opinion
appearing in the prospectus filed as part of the registration statement on Form
S-3 as well as any amendments or supplements thereto, and we further consent to
the use of this opinion as an exhibit to such registration statement.
Very truly yours.
SHUMAKER WILLIAMS, P.C.
By: Nicholas Bybel, Jr.
-----------------------------
Nicholas Bybel, Jr.
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 33-46171) and related Prospectus of
Codorus Valley Bancorp, Inc. pertaining to the Cordorus Valley Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan, and to the incorporation by
reference therein of our report dated January 15, 1998, with respect to the
consolidated financial statements of Codorus Valley Bancorp, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------
Ernst & Young LLP
Harrisburg, Pennsylvania
January 27, 1999
EXHIBIT 99(a)
Codorus Valley Bancorp, Inc.
Form of Dividend Reinvestment and Stock Purchase Plan Authorization Form
<PAGE>
CODORUS VALLEY BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus describing the
Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (the
"Plan") and agree to the terms and conditions of the Plan as set forth in the
Prospectus.
I (We) hereby appoint Norwest Bank Minnesota, N.A., or such other
corporation or bank as may succeed it pursuant to the Plan (or any modification
thereof), as my (our) agent (the "Plan Administrator"), to act as such upon and
subject to the terms and conditions of the Plan as set forth in the Prospectus.
I (We) hereby authorize Codorus Valley Bancorp, Inc. (the "Company") to
pay the Plan Administrator for my (our) account under the Plan, all cash
dividends payable in respect of all Common Shares of the Company registered in
my (our) name(s).
I (We) hereby authorize the Plan Administrator, as provided in the
Plan, to apply all such cash dividends and cash dividends on shares held by the
Plan Administrator for me (us) under the Plan, as well as any additional cash
payments made by me (us) as provided in the Plan, to the purchase of additional
Common Shares for my (our) account under the Plan. I (We) may terminate this
authorization and appointment at any time by so notifying the Plan Administrator
in writing of my (our) withdrawal from the Plan.
_______________________________
Shareholder Name (Please Print)
Date:_______________________ _______________________________
Shareholder Signature
(If Joint Account):
_______________________________
Shareholder Name (Please Print)
Date: ______________________ _______________________________
Shareholder Signature
Shareholder: Please sign exactly as name appears on stock certificate. Mail to:
Norwest Bank Minnesota, N.A.
Attn: Shareowner Services
Investment Plan Services, Codorus Valley Bancorp, Inc.
P.O. Box 64856
St. Paul, MN 55164-0856
(If you are submitting a voluntary cash payment with this Authorization Form,
please note that there is a minimum and maximum purchase amount. Please make
your check or money order payable to Norwest Bank Minnesota, N.A. and enter your
taxpayer identification number thereon.)
THIS IS NOT A PROXY
EXHIBIT 99(b)
Codorus Valley Bancorp, Inc.
Form of Automatic Deduction Form
<PAGE>
AUTOMATIC CASH WITHDRAWAL AND INVESTMENT
BANK ACCOUNT NUMBER ___________________________ I authorize Norwest Bank
checking [ ] savings [ ] Minnesota, N.A. to withdraw
Transit/Routing Number* __ __ __ __ __ __ __ __ my investment payment
electronically from my bank
Name of Bank __________________________________ account. This authority
remains in effect until I
Address of Bank _______________________________ cancel in writing. I have
attached a voided check or
__________________________________ deposit ticket.
Please withdraw $___________
per investment
(Please refer to Plan
Prospectus/Brochure for timing
and limits of Investments)
_____________________________
signature** date
_____________________________
signature** date
Daytime phone number (___)________________________
* To be certain, ask your bank, savings & loan,
or credit union to verify this number.
** A medallion signature guarantee is necessary if
the name(s) on bank account is different from
the name(s) on your shareholder account.
In order to have your investment payment automatically withdrawn from your
checking/savings account, complete the information on the reverse side, attach a
voided check or deposit ticket and mail to:
Norwest Bank Minnesota, N.A.
Shareowner Services
Attn: Investment Plan Services
P. O. Box 64856
St. Paul, MN 55164-0856
