SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - June 14, 1996
STERLING FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 0-16276 23-2449551
- ---------------------------- ---------------- ------------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
101 North Pointe Boulevard
Lancaster, Pennsylvania 17601-4133
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (717) 581-6030
--------------
N/A
_________________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
On April 30, 1996, at the Annual Meeting of
Shareholders, the shareholders of the Registrant
approved and adopted an amendment to Article 5 of the
amended Articles of Incorporation to increase the
number of authorized shares of the Registrant's
Common Stock, par value $5.00 per share, from
10,000,000 shares to 35,000,000 shares. Articles of
Amendment were filed with the Commonwealth of
Pennsylvania Department of State, Corporation Bureau
on May 13, 1996, at which time the amendment to the
Articles of Incorporation became effective.
The Registrant hereby files its amended Articles of
Incorporation which contain the amendment to Article
5 thereof. See Item 7 and Exhibit 3(i) below.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Exhibits:
3(i) Amended Articles of Incorporation of the
Registrant.
Item 8. Change in Fiscal Year.
Not Applicable.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
STERLING FINANCIAL CORPORATION
(Registrant)
Dated: June 14, 1996 /s/ John E. Stefan
_______________________________
John E. Stefan, Chairman of the
Board, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ Ronald L. Bowman
--------------------------
Ronald L. Bowman
Vice President and
Secretary
59596
EXHIBIT 3(i)
REGISTRANT'S AMENDED
ARTICLES OF INCORPORATION
<PAGE>
DSCB 204 (Rev. 81) Please indicate (check one) type
corporation:
ARTICLES OF INCORPORATION [X] Domestic Business Corporation
(Prepare in Triplicate)
[ ] Domestic Business Corporation
A close corporation -
complete back
Commonwealth of Pennsylvania
Department of State - [ ] Domestic professional
Corporation Bureau corporation
308 North Office Building Enter Board License No.
Harrisburg, PA 17120
Fee $75.00
- -----------------------------------------------------------------
010 NAME OF CORPORATION (MUST CONTAIN A CORPORATE INDICATOR
UNLESS EXEMPT UNDER 15 P.S. 2908 B)
Sterling Financial Corporation
- -----------------------------------------------------------------
011 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA (P.O. BOX NUMBER
NOT ACCEPTABLE)
525 Greenfield Road, P.O. Box 7268
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012 CITY 033 COUNTY 013 STATE 064 ZIP CODE
Lancaster Lancaster Pennsylvania 17604-7268
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050 EXPLAIN THE PURPOSE OR PURPOSES OF THE CORPORATION
The Articles of Incorporation of Sterling Financial Corporation
are set forth in Appendix A hereto.
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
The Aggregate Number of Shares. Classes of Shares and Par Value
of Shares Which the Corporation Shall Have Authority to Issue:
040 Number and 041 Stated Par 042 Total 031 Term of
Class of Shares Value Per Share Authorized Existence
If Any Capital
- -----------------------------------------------------------------
The Name and Address of Each Incorporator, and the Number and
Class of Shares Subscribed to by Each Incorporator
060 Name 061,062, Number & Class
063, 064 Address of Shares
(Street, City,
State, Zip Code)
- -----------------------------------------------------------------
(ATTACH 8 1/2 x 11 SHEET IF NECESSARY)
- -----------------------------------------------------------------
IN TESTIMONY WHEREOF, THE INCORPORATOR(S) HAS (HAVE) SIGNED AND
SEALED THE ARTICLES OF INCORPORATION THIS 18TH DAY OF FEBRUARY,
1987
- ------------------------- /s/ John E. Stefan
--------------------
- ------------------------- (John E. Stefan)
--------------------
- ----------------------------------------------------------------
- For Office Use Only -
- ----------------------------------------------------------------
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P3055/012887
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APPENDIX A
STERLING FINANCIAL CORPORATION
ARTICLES OF INCORPORATION
-------------------------
In compliance with the requirements of Section 204 of the
Business Corporation Law, Act of May 5, 1933 (P.L. 364, 15 P.S.
Section 1204), as amended, the Articles of Incorporation of
Sterling Financial Corporation shall read as follows:
ARTICLE 1
---------
1. The name of the corporation is Sterling Financial
Corporation.
ARTICLE 2
---------
2. The location and post office address of the initial
registered office of the corporation in this Commonwealth is:
525 Greenfield Road
P.O. Box 7268
Lancaster, Pennsylvania 17604-7268
ARTICLE 3
---------
3. The corporation is incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania for the
purpose of engaging in and doing any lawful act concerning any
and all lawful business for which a corporation may be
incorporated under the Business Corporation Law of the
Commonwealth of Pennsylvania.
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ARTICLE 4
---------
4. The term for which the corporation is to exist is
perpetual.
ARTICLE 5
---------
5. The aggregate number of shares which the corporation
shall have authority to issue is ten million (10,000,000) shares
of Common Stock of five Dollars ($5.00) par value per share.
ARTICLE 6
---------
6. The name and post office address of each incorporator
and the number and class of shares subscribed for by such
incorporator are as follows:
Number and
Name Address Class of Shares
- -------------- ------------------- -----------------
John E. Stefan 525 Greenfield Road One (1) share of
P.O. Box 7268 $5.00 Par value
Lancaster, common stock
Pennsylvania
17604-7268
ARTICLE 7
---------
7. The first director of the corporation shall be John E.
Stefan, 525 Greenfield Road, P.O. Box 7268, Lancaster,
Pennsylvania 17604-7268.
ARTICLE 8
---------
8. The shareholders of the corporation shall not have
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the right to cumulate their votes for the election of directors.
ARTICLE 9
---------
9. (a) Except as provided in Section (b) of this Article,
each shareholder of the corporation shall, subject to such terms
and conditions as may by resolution be established by the Board
of Directors, have the preemptive right to purchase: (i) shares
of the $5.00 par value common stock of the corporation which are
to be issued for cash, and (ii) any other securities or
obligations to be issued for cash by the corporation which are
(or which may through conversion, exercise or otherwise become)
entitled to vote in the election of directors. The Board of
Directors shall have full, complete and exclusive authority to
establish the terms and conditions upon which such preemptive
rights shall be extended to and may be exercised by the
shareholders, which authority shall include, but shall not be
limited to, the power to fix the price at which such shares or
other securities or obligations shall be offered to the
shareholders, to establish the time and manner in which such
preemptive rights may be exercised, and to make such adjustments
as may be necessary to avoid the issuance of fractional interests
in shares or other securities or
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021287
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obligations. Shares or other securities or obligations of the
corporation which have been offered to the shareholders pursuant
to terms and conditions established by the Board of Directors and
which have not been purchased by the shareholders in accordance
therewith may at any time thereafter be offered for sale to other
persons at a price which is not less than the price at which such
shares or other securities or obligations were offered to the
shareholders.
(b) The preemptive rights provided for in Section (a)
of this Article shall not apply with respect to: (i) the sale of
shares or other securities or obligations of the corporation
which are held in the treasury of the corporation, (ii) the sale
or issuance of shares or other securities or obligations of the
corporation pursuant to the terms of any dividend reinvestment
plan or similar plan which may now exist or hereafter be adopted
by the corporation, (iii) the sale or issuance of shares or other
securities or obligations of the corporation to employees of the
corporation or to employees of any subsidiary of the corporation
pursuant to any incentive stock option plan, non-qualified stock
option plan, employee stock purchase plan, or other compensation
plan which may now exist or hereafter be adopted by the
corporation; or (iv) the
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issuance of shares or other securities or obligations of the
corporation pursuant to any merger, consolidation or other
business acquisition transaction.
ARTICLE 10
----------
10. (a) Except as provided in Section (b) of this Article,
the affirmative vote of the holders of 75 percent of the
outstanding shares entitled to vote shall be required in order to
authorize the following corporate actions:
(1) Any merger or consolidation of the corporation
or any Subsidiary with or into an Interested Shareholder; or
(2) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (whether in one transaction or in a
series of transactions) to, with or for the benefit of any
Interested Shareholder, of any assets of the corporation or of
any Subsidiary having an aggregate fair market value equal to or
greater than 5 percent of consolidated stockholders equity as
reported in the most recent year-end financial statements of the
corporation; or
(3) Any issuance, sale or transfer by the
corporation or by any Subsidiary, whether in one transaction or
in a series of transactions, of any securities of the corporation
or of any Subsidiary to any Interested
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012887
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shareholder in exchange for cash, securities or other
consideration having an aggregate fair market value equal to or
greater than 5 percent of consolidated stockholders equity as
reported in the most recent year-end financial statements of the
corporation; or
(4) Any purchase or other acquisition by the
corporation or by any Subsidiary, whether in one transaction or
in a series of transactions, of any securities of the corporation
from an Interested Shareholder in exchange for cash, securities
or other consideration having an aggregate fair market value
equal to or greater than 5 percent of consolidated stockholders
equity as reported in the most recent year-end financial
statements of the corporation; or
(5) The adoption of any plan or proposal for the
liquidation or dissolution of the corporation proposed by or on
behalf of an Interested Shareholder; or
(6) Any reclassification of stock (including any
reverse stock split) or recapitalization of the corporation, or
any merger or consolidation of the corporation with or into any
Subsidiary or any other transaction (whether or not with or into
or otherwise involving an Interested Shareholder) which has the
effect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of stock of the
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012887
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corporation or of any Subsidiary which is directly or indirectly
owned by any Interested Shareholder (other than a redemption
offer extended by the corporation pursuant to the provisions of
Article 11); or
(7) Any transaction or series of transactions
which is similar in purpose, form or effect to any of the
foregoing.
(b) The affirmative vote of the holders of sixty-six
and two-thirds percent of the outstanding shares entitled to vote
shall be required in order to authorize any corporate action
described in Section (a) of this Article, if such corporate
action shall have been approved by resolution adopted by a
majority of the Continuing Directors.
(c) For purposes of this Article, the following terms
shall have the meanings set forth below:
(1) "Person" shall mean any individual, firm,
partnership, corporation or other entity.
(2) "Interested Shareholder" shall mean any person
(other than the corporation or any Subsidiary) which, as of the
record date for the determination of shareholders entitled to
vote on a proposed corporate action or immediately before the
consummation of such corporate action, is the beneficial owner,
directly or indirectly, of
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15 percent or more of the outstanding shares of the corporation
entitled to vote and any Affiliate or Associate of such person.
(3) A person shall be deemed to be the "beneficial
owner" of: (a) all shares owned, directly or indirectly, by such
person and by its Affiliates and Associates, and (b) all shares
which such person and its Affiliates and Associates have the
right to acquire or to vote pursuant to any agreement,
arrangement or understanding or upon the exercise of any
conversion right, exchange right, warrant, option or otherwise.
(4) "Subsidiary" shall mean any corporation of
which a majority of any class of equity security is owned,
directly or indirectly, by the corporation; provided, however,
that for purposes of the definition of Interested Shareholder set
forth in Section (c)(2) of this Article, the term "Subsidiary"
shall mean only a corporation of which a majority of each class
of equity security is owned, directly or indirectly, by the
corporation.
(5) "Affiliate" shall mean any person which
directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with
the person specified.
(6) "Associate," when used to indicate a
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012887
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relationship with any person, means: (a) any corporation or other
organization (other than the corporation or a Subsidiary) of
which such person is an officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any
class of equity security, (b) any trust or other estate in which
such person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary capacity,
and (c) any relative or spouse of such person, or any relative of
such spouse.
(7) "Continuing Director" shall mean: (a) any
member of the Board of Directors of the corporation who is
unaffiliated with and is not a representative of an Interested
Shareholder and who was a member of the Board of Directors prior
to the time that any Interested Shareholder became an Interested
Shareholder, and (b) any successor of a Continuing Director who
is unaffiliated with and is not a representative of an Interested
Shareholder and who is recommended to succeed a Continuing
Director by a majority of the Continuing Directors then members
of the Board of Directors.
(d) A majority of the Continuing Directors shall have
the power and duty to make factual determinations, on the basis
of information known to them after reasonable
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012887
8716 351
inquiry, as to all facts relating to the application of this
Article, including, without limitation, the following: (i)
whether a person is an Interested Shareholder, (ii) the number of
shares owned beneficially by any person, and (iii) whether a
person is an Affiliate or Associate of another person. Any such
determination made in good faith shall be binding upon and
conclusive with respect to all parties.
(e) The vote specified in Sections (a) and (b) of this
Article shall be in addition to any vote which may otherwise be
required by law.
ARTICLE 11
----------
11. (a) Except as provided in Section (b) of this Article,
in the event that any person shall acquire beneficial ownership
of 30 percent or more of the outstanding common stock of the
corporation, the corporation shall within thirty (30) days
thereafter extend to each shareholder of the corporation, other
than such person and any Affiliate or Associate of such person,
an offer in writing to redeem at any time within sixty (60) days
of the date of such offer all or any part of the common stock
owned by him at a redemption price per share equal to the
greatest of the following:
(1) the book value per share of the common
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8716 352
stock of the corporation as reported in the quarterly financial
statement of the corporation for the quarter ended immediately
preceding the date of the offer; or
(2) the highest per share price paid by such
person to acquire any shares of the common stock of the
corporation within the 18 month period immediately preceding the
date of the offer; or
(3) the highest market price per share of the
common stock of the corporation on any trading day during the 18
month period immediately preceding the date of the offer.
(b) The corporation shall not be required to extend a
redemption offer to any shareholder pursuant to the provisions of
Section (a) of this Article if a majority of the Continuing
Directors, by resolution adopted before the person involved has
acquired, directly or indirectly, beneficial ownership of 15
percent or more of the outstanding common stock of the
corporation, shall have approved the acquisition by such person
of 30 percent or more of the outstanding common stock of the
corporation.
(c) For purposes of this Article, the terms "person,"
"Affiliate," "Associate" and "Continuing Director" shall have the
meanings set forth in Section (c) of Article 10.
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(d) For purposes of this Article, beneficial ownership
shall be determined in accordance with the provisions of Section
(c)(3) of Article 10.
(e) A majority of the Continuing Directors shall have
the power and duty to make factual determinations, on the basis
of information known to them after reasonable inquiry, as to all
facts relating to the application of this Article, including,
without limitation, the following: (i) whether a person shall
have acquired beneficial ownership of 30 percent or more of the
outstanding common stock of the corporation, (ii) when such
acquisition shall be deemed to have occurred, (iii) whether a
person is an Affiliate or Associate of another person, and (iv)
the applicable redemption price per share. Any such
determination made in good faith shall be binding upon and
conclusive with respect to all parties.
(f) The rights conferred upon the shareholders of the
corporation in this Article are in addition to and shall
supplement any similar rights conferred upon them under any
applicable law, including, without limitation, the provisions of
Section 910 of the Pennsylvania Business Corporation Law (15 P.S.
Section 1910) as now or hereafter in effect.
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ARTICLE 12
----------
12. (a) For purposes of this Article, the term
"Acquisition Proposal" shall mean any action, proposal, plan or
attempt by any person (as defined in Section (c)(1) of Article
10): (i) to make any tender or exchange offer for any equity
security of the corporation, (ii) to merge or consolidate the
corporation or any subsidiary of the corporation with or into
another corporation, (iii) to purchase or otherwise acquire all
or substantially all of the assets of the corporation or of any
subsidiary of the corporation, or (iv) to effect any other
transaction or series of transactions similar in purpose, form or
effect to any of the foregoing.
(b) The Board of Directors, when evaluating an
Acquisition Proposal shall, in connection with the exercise of
its judgment in determining what is in the best interests of the
corporation and its shareholders, give due consideration to all
relevant factors, including, without limitation, the following:
(1) The adequacy of the offered consideration, not
only in relation to the then current market price of the
securities of the corporation, but also in relation to: (a) the
historical, present and anticipated future operating results and
financial position of the corporation, (b) the
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value of the corporation in a freely negotiated transaction, and
(c) the prospects and future value of the corporation as an
independent entity;
(2) The social and economic impact which the
Acquisition Proposal, if consummated, would have upon the
customers, depositors and employees of the corporation and its
subsidiaries and upon the communities which they serve;
(3) The reputation and business practices and
experience of the offeror and its management as they might
affect: (a) the business of the corporation and its subsidiaries,
(b) the future value of the securities of the corporation, and
(c) the customers, depositors and employees of the corporation
and its subsidiaries and the communities which they serve; and
(4) The antitrust and other legal and regulatory
issues that might arise by reason of the Acquisition Proposal.
(c) The Board of Directors may, in its sole
discretion, oppose, approve or remain neutral with respect to an
Acquisition Proposal on the basis of its evaluation of what is in
the best interests of the corporation and its shareholders.
(d) In the event that the Board of Directors
determines that an Acquisition Proposal is not in the best
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interests of the corporation and its shareholders and should be
opposed, it may take any lawful action for this purpose,
including, without limitation, the following:
(1) Advising the shareholders of the corporation
of its opposition to the Acquisition Proposal;
(2) Authorizing the initiation of legal
proceedings;
(3) Authorizing the initiation of opposition
proceedings before any regulatory authority having jurisdiction
over the Acquisition Proposal;
(4) Authorizing the corporation to acquire its own
securities;
(5) Authorizing the corporation to issue
authorized but unissued securities, to sell treasury stock or to
grant options with respect thereto; and
(6) Soliciting a more favorable offer from a third
party.
ARTICLE 13
----------
13. No director of the corporation shall be removed from
office by shareholder vote, except as follows:
(a) With cause, by the affirmative vote of the holders
of a majority of the then outstanding shares of stock of the
corporation entitled to vote generally in the
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election of directors, voting together as a single class, at a
meeting of shareholders duly convened after notice to the
shareholders of such purpose (which notice shall be accompanied
by a detailed written explanation of the facts and circumstances
constituting the basis upon which the director is sought to be
removed); or
(b) Without cause, by the affirmative vote of the
holders of not less than 75 percent of the then outstanding
shares of stock of the corporation entitled to vote generally in
the election of directors, voting together as a single class, at
a meeting of shareholders duly convened after notice to the
shareholders of such purpose.
ARTICLE 14
----------
14. (a) No action required to be taken or which may be
taken at any annual or special meeting of the shareholders or of
a class of the shareholders of the corporation may be taken
without a duly called meeting and the power of the shareholders
of the corporation to consent in writing to action without a
meeting is specifically denied, except that action may be taken
without a meeting, if: (i) the number of shareholders of record
is three or less, and (ii) a consent in writing setting forth the
action so taken is signed by all of the shareholders of record
and
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filed with the Secretary of the corporation.
(b) A special meeting of the shareholders of the
corporation may be called only by: (i) the Chief Executive
Officer of the corporation, (ii) the Executive Committee of the
Board of Directors, or (iii) the Board of Directors pursuant to a
resolution adopted by the affirmative vote of a majority of the
whole Board of Directors. Special meetings may not be called by
the shareholders.
ARTICLE 15
----------
15. The authority to make, amend, alter, change or repeal
the bylaws of the corporation is hereby expressly and solely
granted to and vested in the Board of Directors, subject always
to the power of the shareholders to make, amend, alter, change or
repeal the bylaws of the corporation by the affirmative vote of
the holders of not less than 75 percent of the then outstanding
shares of stock of the corporation entitled to vote generally in
the election of directors, voting together as a single class, at
a meeting of shareholders duly convened after notice to the
shareholders of such purpose.
ARTICLE 16
----------
16. The Articles of Incorporation of the corporation may
not be amended, except as follows:
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(a) Upon the affirmative vote of: (i) a majority of the
Continuing Directors (as defined in Section (c)(7) of Article
10), (ii) a majority of the whole Board of Directors, and (iii)
the holders of not less than a majority of the then outstanding
shares of stock of the corporation entitled to vote generally in
the election of directors, voting together as a single class, at
a meeting of shareholders duly convened after notice to the
shareholders of such purpose; or
(b) Upon the affirmative vote of the holders of not
less than 75 percent of the then outstanding shares of stock of
the corporation entitled to vote generally in the election of
directors, voting together as a single class, at a meeting of
shareholders duly convened after notice to the shareholders of
such purpose.
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<PAGE>
Microfilm Number __________ Filed with the Department
of State on SEP 14 1995
Entity Number _____________ /s/
-----------------------------
Secretary of the Commonwealth
STATEMENT OF CHANGE OF REGISTERED OFFICE
DSCB;15-1507 (Rev 89)
Indicate type of entity (check one):
[X] Domestic Business Corporation [ ] Limited Partnership
[ ] Foreign Business Corporation [ ] Foreign Nonprofit
Corporation
[ ] Domestic Nonprofit Corporation
1. The name of the corporation or limited partnership is:
Sterling Financial Corporation
----------------------------------------------------------
2. The address of this corporation's or limited partnership's
current (a) registered office in this Commonwealth or (b)
commercial registered office provider and the county of venue is:
(the Department is hereby authorized to correct the following
address to conform to the records of the Department):
(a) 525 Greenfield Road, P.O. Box 10608, Lancaster
-----------------------------------------------------
Name and Street City
PA 17605-0608 Lancaster
-----------------------------------------------------
State Zip County
(b) _____________________________________________________
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a
commercial registered office provider, the county in (b)
shall be deemed the county in which the corporation or
limited partnership is located for venue and official
publication purposes.
3. The address to which the registered office of the corporation
or limited partnership in this Commonwealth is to be changed is
(complete part (a) or (b)):
(a) 101 North Pointe Boulevard, Lancaster
-----------------------------------------------------
Name and Street City
PA 17601-4133 Lancaster
-----------------------------------------------------
State Zip County
(b) _____________________________________________________
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a
commercial registered office provider, the county in (b)
shall be deemed the county in which the corporation or
limited partnership is located for venue and official
publication purposes.
4. Such change was authorized by the Board of Directors of the
corporation. (not applicable to limited partnerships)
August 22, 1995
IN TESTIMONY WHEREOF, the undersigned corporation or limited
partnership has caused this statement to be signed by a duly
authorized officer this 22nd day of August 1995.
---- ------ --
Sterling Financial Corporation
----------------------------------------
Name of Corporation/Limited Partnership
BY: /s/ Ronald L. Bowman
------------------------------------
Signature
TITLE: Vice President/Secretary
---------------------------------
PA DEPT OF STATE
SEP 14 1995
<PAGE>
Microfilm Number ________________ Filed with the Department
of State on May 13, 1996
Entity Number ___________________ /s/______________________
Secretary of the
Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
ARTICLES OF AMENDMENT - DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to Articles of Amendment), the undersigned business
corporation, desiring to amend its Articles, does hereby certify
and state that:
1. The Name of the Corporation is:
Sterling Financial Corporation
2. The Address, including street and number, of its
Registered Office in this Commonwealth is (The Department of
State is hereby authorized to correct the following statement to
conform to the records of the Department):
101 North Pointe Boulevard, Lancaster County,
Lancaster, Pennsylvania 17601-4133
3. The Statute by or under which the Corporation was
Incorporated is:
Business Corporation Law of 1933, Act of May 5,
1933, P.L. 364, as amended.
4. The Date of its Incorporation is:
February 23, 1987
5. The Manner in which the Amendment was Adopted by the
Corporation is:
The amendment was duly approved and adopted, and
proposed to the Shareholders by the Board of
Directors of the Corporation at a Meeting of the
Board of Directors of the Corporation duly called,
convened and held on November 28, 1995. The
amendment was duly adopted by the Shareholders of
the Corporation pursuant to Section 1914(a) and
(b) of the Business Corporation Law of 1988, as
amended, at the 1996 Annual Meeting of
Shareholders
<PAGE>
of the Corporation duly called, convened and held
pursuant to a Notice of Annual Meeting of
Shareholders, Proxy Statement, and Form of Proxy
dated March 29, 1996, and first sent on or about
March 29, 1996, by United States Mail, first class
postage prepaid, to the Shareholders of record as
of the Record Date of March 15, 1996. The 1996
Annual Meeting of Shareholders was held at 9:00
a.m., prevailing time, on Tuesday, April 30, 1996,
at Willow Valley Family Resort and Conference
Center, 2416 Willow Street Pike, Lancaster,
Pennsylvania. The total number of shares
outstanding was 5,938,110 with each share entitled
to one vote. The total number of shares entitled
to vote was 5,938,110. The total number of shares
that voted for the amendment was 4,628,968; the
total number of shares that voted against
the amendment was 39,084; and the total number of
shares that abstained from voting on the amendment
was 77,792. Thus, the amendment was approved and
adopted by 77.95 percent of the outstanding shares
of Common Stock of the Corporation, which
constitutes more than the requisite percentage
(a majority) of the outstanding shares of Common
Stock required to approve and adopt the amendment.
6. The Amendment Adopted by the Corporation set forth in
full is:
5. The aggregate number of shares which the
Corporation shall have authority to issue is Thirty-
five Million (35,000,000) shares of Common Stock of
the par value of Five Dollars ($5.00) per share (the
"Common Stock").
7. The Amendment shall be Effective upon the filing of
these Articles of Amendment with the Commonwealth of
Pennsylvania, Department of State, Corporation Bureau.
<PAGE>
IN TESTIMONY WHEREOF, the undersigned Corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this 30th day of April, 1996.
Attest: STERLING FINANCIAL CORPORATION
/s/ Ronald L. Bowman By: /s/ John E. Stefan
- ----------------------- -----------------------------
Ronald L. Bowman John E. Stefan
Secretary President
- ----------------------- -----------------------------
(TITLE: SECRETARY, (TITLE: PRESIDENT, VICE
ASSISTANT SECRETARY, ETC.) PRESIDENT, ETC.)
(CORPORATE SEAL)
:59626
