STERLING FINANCIAL CORP /PA/
POS AM, 1994-11-01
NATIONAL COMMERCIAL BANKS
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                                        Registration No. 33-16049
                                                                 
                            FORM S-3

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                 POST-EFFECTIVE AMENDMENT NO. 2
                               TO
                            FORM S-3
               TO REGISTRATION STATEMENT UNDER THE
                     SECURITIES ACT OF 1933
                                
                     Sterling Financial Corporation        
     (Exact name of registrant as specified in its charter)

                            Pennsylvania                         
 (State or other jurisdiction of incorporation or organization)

                          23-2449551               
              (I.R.S. Employer Identification No.)

                       525 Greenfield Road
                         P.O. Box 10608
               Lancaster, Pennsylvania  17605-0608
                         (717) 295-7551                          
       (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

      John E. Stefan, President and Chief Executive Officer
                 Sterling Financial Corporation
                       525 Greenfield Road
                         P.O. Box 10608
               Lancaster, Pennsylvania  17605-0608
                         (717) 295-7551                          
       (Address, including zip code, and telephone number,
           including area code, of agent for service)

                            Copy to:
                    Clinton W. Kemp, Esquire
                          Stevens & Lee
                         One Penn Square
                          P.O. Box 1594
               Lancaster, Pennsylvania  17608-1594

     If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plan,
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.

                               [ ]





     This Post-Effective Amendment No. 2 to Registration
Statement No. 33-16049 is filed solely to deregister all
securities registered pursuant to Registration Statement No.
33-16049 that remain unsold at the termination of the offering,
as follows:

                                             Amount Remaining
                                             Unsold at
                                             Termination of
Title of Securities                          Offering and
Registered               Amount Registered   Deregistered Hereby

Common Stock, par        200,000 shares      11,292 shares
value $5.00 per share

This Post-Effective Amendment No. 2 shall become effective
immediately in accordance with the provisions of Rule 464.
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing of Form
S-3 and has duly caused Post-Effective Amendment No. 2 to this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Lancaster,
Pennsylvania on September 30, 1994.


                              STERLING FINANCIAL CORPORATION


                              By: /s/ John E. Stefan            
                                   John E. Stefan, President and
                                     Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
Post-Effective Amendment No. 2 to this registration statement has
been signed by the following persons in the capacities and on the
date indicated.

     Name                     Capacity                           


 John E. Stefan*              Chairman of the Board, President, 
(John E. Stefan)              Chief Executive Officer, and 
                              Director

Jere L. Obetz*                Vice President, Treasurer, and     
(Jere L. Obetz)               Chief Financial Officer 
                              (Principal Financial Officer)

 Ronald L. Bowman*            Vice President/Secretary           
(Ronald L. Bowman)            (Principal Accounting Officer)

 Richard H. Albright, Jr.*    Director                           
(Richard H. Albright, Jr.)

                              Director
(John E. Burkholder)          

                              Director                           
(Robert H. Caldwell)

 Howard E. Groff, Jr.*        Director                           
(Howard E. Groff, Jr.)

 J. Robert Hess*              Director                           
(J. Robert Hess)    

                              Director
(Calvin G. High)    



     Name                     Capacity                           



 E. Glenn Nauman*             Director
(E. Glenn Nauman)   

                              Director
(Glenn R. Walz)      



* By:/s/ Ronald L. Bowman     Dated:  September 30, 1994
     Ronald L. Bowman, 
     Attorney-in-fact




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