As filed with the Securities and Exchange Commission on January
16, 1997
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTURY FINANCIAL CORPORATION
(Exact Name of Registration As Specified In Its Charter)
Pennsylvania 25-1553790
------------- -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Century Place
Rochester, Pennsylvania 15074
------------------------ -------
(Address of principal executive offices) Zip Code
-------------------------------
CENTURY FINANCIAL CORPORATION 1997 NON-QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Copies To:
Joseph N. Tosh II, President Nicholas Bybel, Jr., Esquire
and CEO Robin M. Wilder, Esquire
CENTURY FINANCIAL CORPORATION SHUMAKER WILLIAMS, P.C.
171 West Adams Street Post Office Box 88
Rochester, Pennsylvania 15074 Harrisburg, Pennsylvania 17108
(412) 774-1872 (717) 763-1121
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C>
Title of Each Class Amount Proposed Maximum
of Securities to be to be Offering Price
Registered Registered <F1> Per Share <F2>
Common Stock
$0.835 Par Value 100,000 $16.75
<S> <C> <C>
Title of Each Class Proposed Maximum Amount of
of Securities to be Aggregate Registration
Registered Offering Price <F2> Fee
Common Stock
$0.835 Par Value $1,675,000 $507.58
<FN>
<F1> Based on the maximum number of shares of Century Financial
Corporation common stock, par value $0.835 per share ("Common
Stock") authorized for issuance under the plan set forth above.
There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of the
anti-dilution provisions of this plan.
<F2> Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the high and low prices of the Common Stock
on the National Association of Securities Dealers Automated
Quotation National Market System on January 13, 1997, with
respect to the 100,000 shares of Common Stock issuable under the
plan.
</FN>
</TABLE>
<PAGE>
TO PARTICIPANTS IN THE CENTURY FINANCIAL CORPORATION
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
Century Financial Corporation ("Company") has filed a
registration statement concerning its shares of common stock,
$0.835 par value ("Common Stock") that may, from time to time, be
issued pursuant to the Company's 1997 Non-Qualified Employee
Stock Purchase Plan ("Stock Purchase Plan"). The Prospectus
deemed to form a part of the registration statement consists of
certain documents and explanatory memoranda regarding the plans.
Also deemed to comprise part of the Prospectus, are the following
documents, each of which is specifically incorporated by
reference into the registration statement and each of which is on
file with the United States Securities and Exchange Commission
("SEC") (Periodic Report File No. 0-17416):
(a) the Company's annual report on Form 10-K for
the year ended December 31, 1995;
(b) the Company's quarterly reports on Form 10-Q
for the quarters ended March 31, 1996, June
30, 1996 and September 30, 1996;
(c) the Company's current report on Form 8-K dated
May 29, 1996; and
(d) The description of the Company's Common Stock
contained in the Company's Registration
Statement on Form S-4, including Exhibits
thereto, filed on February 23, 1988
(Registration No. 33-16652).
All documents filed with the SEC by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 after the date of the Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in the Prospectus and to be a part
thereof 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 the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
The Company will provide without charge to each participant
in these plans who requests, a copy of any or all of the
documents mentioned above as well as all documentation relating
to the plans required to be delivered to participants pursuant to
the rules adopted under the Securities Act of 1933. Requests for
such copies should be addressed in writing to:
Attention: Donald Benziger
CENTURY FINANCIAL CORPORATION
One Century Place
Rochester, Pennsylvania 15074
(717) 374-1131
January 16, 1997
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this
registration statement the following documents filed by the
Company with the Commission:
(a) Annual report on Form 10-K for the year ended
December 31, 1995 (Periodic Report File No. 0-
17416);
(b) The Company's quarterly reports on Form 10-Q
for the quarters ended March 31, 1996, June 30,
1996 and September 30, 1996 (Periodic Report
File No. 0-17416);
(c) The Company's current report on Form 8-K dated
May 29, 1996 (Periodic Report File No. 0-
17416); and
(d) The description of the Company's Common Stock
contained in the Company's Registration
Statement on Form S-4, including Exhibits
thereto, filed on February 23, 1988
(Registration No. 33-16652).
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this registration statement 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 the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
registration statement.
Information Required in the Section 10(a) Prospectus
The document(s) containing the information specified in
Items 1 and 2 of Part I of Form S-8 will be sent or given to plan
participants as specified in Rule 428(b)(1) and, in accordance
with the instructions to Part I of Form S-8, are not filed with
the Securities and Exchange Commission as part of this
registration statement.
Item 4. Description of Securities
Inapplicable.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Company, together with the
Company's Bylaws, provides the Company's officers and directors
with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes self-dealing, willful
misconduct or recklessness. The Company's officers and directors are
entitled to be indemnified if they are named as a party or threatened to be
named as a party to any type of proceeding as a result of actions or
inactions taken while in the course of their association with the Company
provided that such action or inaction was in good faith and in a manner
reasonably believed to be in, or not opposed to, the best
interests of the Company. Officers and directors of the Company
will be presumed to be entitled to this indemnification absent
breaches of fiduciary duty, lack of good faith or self-dealing
and will be entitled to be indemnified unless their conduct is
determined by a court to have constituted willful misconduct or
recklessness.
Specifically, Subchapter D of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"), (15 Pa.
C.S.A. Sections 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
II-2
<PAGE>
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.
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
performtheduties 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
II-3
<PAGE>
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 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.
II-4
<PAGE>
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:
(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
II-5
<PAGE>
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
thecorporation. 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.
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 V, Section 502 of the Bylaws provides that the
Company shall indemnify any director or officer of the Company
who was or is a party or is threatened to made a party to any
threatened, pending or completed action, suit, appeal, or other
proceeding of any nature, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether brought
by or in the right of the Company, a class of its shareholders or
otherwise, by reason of the fact that such person (i) is or was a
director, officer, employee or agent of the Company, or (ii) is
or was serving at the request of the Company as a director,
officer, fiduciary or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other
entity or enterprise against all expenses (including attorneys'
fees), judgments, fines, damages, punitive damages, penalties,
excise taxes assessed with respect to employee benefit plans and
amounts paid in settlement actually and reasonably incurred by
such director or officer in connection with such action,
suit,appeal or proceeding provided that the act or failure to act
giving rise to the claim is not determined by a court to
constitute willful misconduct or recklessness or unless such
indemnification is expressly prohibited by applicable law.
Subject to certain exceptions, the Bylaws of the Company
also provide for the elimination of a director's liability for
monetary damages for any action or any failure to take any
action, unless: (i) the director has breached or failed to
perform the duties of his office in good faith in a manner which
he reasonably believed to be in the best interest of the Company
and with such care, including reasonably inquiry, skill and
diligence, as a person of ordinary prudence would use under
similar circumstances; and (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.
The provisions of this section do not apply to the
II-6
<PAGE>
responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment
of taxes pursuant to local, state, or federal law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed
Inapplicable.
<TABLE>
<CAPTION>
Items 8. Exhibits and Exhibit Index
<S> <C> <C>
Page Number
In Sequential
Numbering
Exhibit No. System
----------- -------------
4A Articles of Incorporation of the
Registrant <F1>
4A.1 Articles of Amendment to the Articles
of Incorporation of the Registrant
4B Bylaws of the Registrant <F1>
4C Century Financial Corporation
1997 Non-Qualified Employee Stock
Purchase Plan (included in Exhibit 99A)
5 Opinion of Shumaker Williams, P.C.
23A Consent of S.R. Snodgrass, A.C.
23B Consent of Shumaker Williams, P.C.
(included in Exhibit 5)
24 Power of Attorney of Directors and
Officers (included on Signature Page)
99A Century Financial Corporation 1997
Non-Qualified Employee Stock Purchase
Plan
99B Century Financial Corporation 1997
Non-Qualified Employee Stock Purchase
Plan Participant Enrollment and
Election Form
99C Letter to Employees
<FN>
<F1> Incorporated by reference to the Registrant's Registration Statement on
Form S-4, Commission File No. 33-16652 filed on February 23, 1988.
</FN>
</TABLE>
II-7
<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
amendment thereof) which, individually or in
the aggregate, represent a fundamental change
in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) shall not apply if the
information required to be included in a post-
effective amendment by those paragraphs 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 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 the time shall
be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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, and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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.
II-8
<PAGE>
(h) 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 foregoing provisions, 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 of 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.
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the Borough of Rochester, Commonwealth of Pennsylvania on January
16, 1997.
CENTURY FINANCIAL CORPORATION
By:/s/ Joseph N. Tosh, II
---------------------------
Joseph N. Tosh II, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Joseph N. Tosh
II and Donald A. Benziger, and each of them, his true and law
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
registration statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
person in the capacities and on the dates indicated.
Capacity Date
-------- ----
/s/ Joseph N. Tosh II President and January 16, 1997
- --------------------- Chief Executive
Joseph N. Tosh II Officer and
Director (Principal
Executive Officer)
/s/ Donald A. Benziger Senior Vice January 16, 1997
- ---------------------- President Chief
Donald A. Beziger Financial Officer,
and Corporate
Secretary (Principal
Financial and Principal
Accounting Officer)
II-10
<PAGE>
/s/ Del E. Goedecker Chairman of the January 16, 1997
- ---------------------- Board and Director
Del E. Goedecker
/s/ Thomas K. Reed Vice Chairman of January 16, 1997
- ---------------------- the Board and
Thomas K. Reed Director
/s/ Elvin W. Batchelor Director January 16, 1997
- ----------------------
Elvin W. Batchelor
/s/ Robert F. Garvin, Jr. Director January 16, 1997
- ----------------------
Robert F. Garvin, Jr.
/s/ A. Dean Heasley Director January 16, 1997
- ----------------------
A. Dean Heasley
/s/ Charles I. Homan Director January 16, 1997
- ----------------------
Charles I. Homan
/s/ Harry J. Johnston Director January 16, 1997
- ----------------------
Harry J. Johnston
/s/ Z. John Kruzic Director January 16, 1997
- ----------------------
Z. John Kruzic
/s/ Wayne S. Luce Director January 16, 1997
- ----------------------
Wayne S. Luce
/s/ Sister Mary Director January 16, 1997
Thaddeus Markelewicz
- ----------------------
Sister Mary Thaddeus
Markelewicz
/s/ Gino E. Martinetti Director January 16, 1997
- ----------------------
Gino E. Martinetti
II-11
<PAGE>
/s/ Daniel Dalle Molle Director January 16, 1997
- ----------------------
Daniel Dalle Molle
/s/ Harold V. Shank, Jr. Director January 16, 1997
- ----------------------
Harold V. Shank, Jr.
II-12
EXHIBIT 4.A
ARTICLES OF INCORPORATION OF THE REGISTRANT
<PAGE>
ARTICLES OF INCORPORATION OF THE REGISTRANT
Incorporated By Reference to the Registrant's Registration Statement on
Form S-4, Commission File No. 33-16652 filed on February 23, 1988.
EXHIBIT 4A.1
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF THE REGISTRANT
<PAGE>
File this 24th day of
April, 1990
/s/ Christopher A.Lewis
-----------------------
Christopher A. Lewis
Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATIONS BUREAU
- -------------------------------------------------------------------------
ARTICLES OF AMENDMENT
In accordance with the requirements of Section 1916 of the Pennsylvania
Business Corporation Law of 1988, Act of December 21, 1988 (P.L. 1444, No.
177), 15 Pa C.S.A. 1916, the undersigned corporation desiring to amend its
Articles of Incorporation does hereby certify as follows:
1. The name of the Corporation is CENTURY FINANCIAL CORPORATION.
2. The location of its registered office is 171 West Adams
Street, Rochester, Beaver County, Pennsylvania 15074
3. The statute under which it was incorporated is the Pennsylvania
Business Corporation Law, Act of May 5, 1933 (P.L. 364) as
amended.
4. The amendment was adopted pursuant to the provisions of Section
1914(c) of the Pennsylvania Business Corporation Law of 1988,
15 Pa. C.S.A. 1914(c) by action of the Board of Directors at a
meeting duly called and held on March 15, 1990 at which a quorum
was present and acting throughout.
5. The amendment adopted by the Corporation reads in its entirety as
follows:
<PAGE>
BE IT RESOLVED, that Article 4 of the Articles of Incorporation of the
Corporation be amended in its entirety to read as follows:
4. The aggregate number of shares which the Corporation
shall have the authority to issue shall be 8,000,000
shares of Common Stock, par value $0.835.
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer and its corporate seal
affixed by another duly authorized officer this 23rd day of April, 1990.
ATTEST: CENTURY FINANCIAL CORPORATION
/s/ Donald A. Benziger By /s/ Joseph N. Tosh II
- ------------------------ ------------------------------
Donald A. Benziger Joseph N. Tosh II
Secretary President
EXHIBIT 4B
BYLAWS OF THE REGISTRANT
<PAGE>
BYLAWS OF THE REGISTRANT
Incorporated by Reference to the Registrant's Registration Statement on
Form S-4, Commission File No. 33-16652 filed on February 23, 1988.
EXHIBIT 4C
Century Financial Corporation
1997 Non-Qualified Employee Stock Purchase Plan
(included in Exhibit 99A)
EXHIBIT 5
Opinion of Shumaker Williams, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 Simpson Ferry Road
Camp Hill, Pennsylvania 17011
Janaury 16, 1997
Joseph N. Tosh II, President and CEO
CENTURY FINANCIAL CORPORATION
One Century Place
Rochester, PA 15074
RE: Century Financial Corporation ("Corporation")
Registration Statement Form S-8
Our File No. 660-96
Dear Mr. Tosh:
In connection with the above-referenced registration
statement on Securities Exchange Commission ("SEC") Form S-8
pertaining to the Corporation's 1997 Non-Qualified Employee Stock
Purchase Plan ("Plan"), we have acted as Special Corporate
Counsel to the Corporation and have examined all documents,
transactions and questions of law which we deem necessary and
appropriate for purposes of rendering the following opinion.
Based on our examination, it is our opinion that when the
registration statement on SEC Form S-8 is filed and becomes
effective under the Securities Act of 1933, those shares of
$0.835 par value common stock of the Corporation issued and
distributed thereunder and paid for in accordance with the terms
of the Plans will be duly authorized, validly issued, fully-paid
and nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the registration statement on SEC Form S-8.
SHUMAKER WILLIAMS, P.C.
By: /s/ Nicholas Bybel, Jr.
------------------------
Nicholas Bybel, Jr.
EXHIBIT 23A
Consent of S. R. Snodgrass, A.C.
<PAGE>
SNODGRASS
Certified Public Accountants
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement of Century Financial Corporation on Form S-8 pertaining
to the Century Financial Corporation 1997 Non-Qualified Employee
Stock Purchase Plan of our report dated February 2, 1996,
incorporated by reference in the Annual Report on Form 10-K of
Century Financial Corporation for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ S. R. Snodgrass, A.C.
- -------------------------
S. R. Snodgrass, A.C.
Wexford, PA
January 14, 1997
S. R. Snodgrass, A.C.
101 Bradford Road, Wexford, PA 15090-6909 Phone: 412-934-0344,
Facsimile: 412-934-0345
EXHIBIT 23B
Consent of Shumaker Williams, P.C.
(included in Exhibit 5)
EXHIBIT 24
Power of Attorney of Directors and Officers
(included on Signature Page)
EXHIBIT 99A
Century Financial Corporation
1997 Non-Qualified Employee Stock Purchase Plan
<PAGE>
CENTURY FINANCIAL CORPORATION
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
1. EFFECTIVE DATE AND PURPOSE OF THE PLAN
--------------------------------------
The effective date of the Century Financial Corporation 1997
Non-Qualified Employee Stock Purchase Plan (the "Plan") is
January 1, 1997, or such later date as the common stock to be
issued under the Plan is duly registered with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933, as
amended, whichever date is later.
The purpose of the Plan is to encourage ownership of the
Century Financial Corporation Common Stock by eligible employees
of the Company, thereby enhancing employee interest in the
continued success and progress of Century Financial Corporation.
The Plan provides employees the opportunity to invest in such
stock through payroll deductions.
2. DEFINITIONS
-----------
For the purpose of this Plan, the following terms used in
this document have the meanings as defined below:
"Account" - - a separate account maintained by the Custodian
for each Participant which reflects the number of full and
fractional shares of Common Stock purchased under the Plan by
such Participant.
"Board"-- the Board of Directors of Century Financial
Corporation.
"Business Day" - - a day on which there is trading on the
NASDAQ exchange.
"Committee" - - the Compensation Committee of the Board, or
if no Compensation Committee exists, then the Executive Committee
of the Board; however in all cases, only non-employee Directors
of Century Financial Corporation shall comprise the Committee.
"Common Stock" - - Century Financial Corporation common
stock, par value of $.835 per share.
"Compensation" - - the amount of a Participant's base wages,
overtime, commissions, and cash bonuses, before giving effect to
any compensation reductions made in connections with any plans
described in Sections 401(k) or Section 125 of the Code.
"Eligible Employee" - - an employee of the Corporation who
is eligible to participate in the Plan in accordance with Section
3 of this Plan.
"Entry Date" - - the first Business Day of each Purchase
Period.
"Exchange Act" - - The Securities Exchange Act of 1934, as
amended.
<PAGE>
"Fair Market Value" - - the value of a share of Common Stock
on any Business Day shall be the average of the high and low
prices of Common Stock as published in the NASDAQ listing for
such day; in the event that such prices are not published, the
Fair Market Value of a share of Common Stock shall be determined
by the Committee.
"Participant" - - each Eligible Employee who has elected to
have amounts deducted from his or her Compensation to participate
in this Employee Stock Purchase Plan.
"Purchase Date" - - the first Business Day after the end of
each Purchase Period on which it is administratively possible to
do the purchase, but no more than five business days after the
end of each Purchase Period.
"Purchase Period" - - each of the three-month periods ending
on the last day of March, June, September and December. The
initial Purchase Period of the Plan shall begin on January 1,
1997, and end on March 31, 1997.
"Purchase Price" - - the Fair Market Value of a share of
Common Stock on the Entry Date.
3. ELIGIBILITY
-----------
All active employees who have completed at least twelve (12)
consecutive months of service are eligible to participate in the
Plan unless, immediately after the Entry Date, the employee (or
any other person whose stock would be attributed to the employee
pursuant to section 424(d) of the Code) would own stock and/or
hold options to purchase stock possessing 5% or more of the total
combined voting power or value of all classes of stock of Century
Financial Corporation or subsidiaries thereof.
4. PARTICIPATION
-------------
Participation in the Plan is voluntary. An eligible
employee may elect to participate by completing an enrollment
form (the Participant Enrollment and Election Form) and returning
it to the Human Resources Department of Century Financial
Corporation. The payroll deductions will start at the beginning
of the next Purchase Period. The completed enrollment form must
be received by the Human Resources Department of Century
Financial Corporation no later than 15 days prior to the
beginning of a Purchase Period except for the initial startup
period of the Plan.
Purchase Periods begin on January 1, April 1, July 1, and
October 1 of each year so long as the Plan remains in effect.
Once an employee enrolls, he/she will automatically continue
participation in subsequent Purchase Periods on the same basis,
unless he/she elects to change deduction amounts, withdraw, or
becomes ineligible.
5. COMMON STOCK AVAILABLE UNDER THE PLAN
--------------------------------------
The maximum number of shares of Common Stock which may be
purchased under the Plan is 100,000, subject to adjustment in the
event of any capital change by reason of any stock dividend or
split, recapitalization, or merger in which Century Financial
Corporation is the
<PAGE>
surviving entity, combination or exchange of shares or similar
corporate change. In such an event, the number and type of
shares of Century Financial Corporation which Participants may
purchase under the Plan, will be adjusted, as appropriate, by the
Board.
6. PURCHASES OF COMMON STOCK
-------------------------
On the Purchase Date for each Purchase Period, whole and
fractional shares computed to four decimal places will be
purchased for each Participant with the accumulated Participant
payroll deductions. The Purchase Price is the lesser of the Fair
Market Value of a share of Common Stock on the Entry Date, or the
Fair Market Value of a share of Common Stock on the Purchase Date
of the Purchase Period. Additionally, service charges relating
to the purchase of Common Stock under the Plan will be paid by
the Company.
7. INVESTING IN THE PLAN
---------------------
Plan elections for payroll deductions must be in whole
percentages or specific dollar amounts. The minimum deduction
shall be $10.00 per pay period, and the maximum deduction shall
be $150.00 per pay period.
Payroll deductions are accumulated in non-interest bearing
accounts until each Purchase Date.
All dividends on shares acquired through the Plan will be
reinvested in additional shares on the dividend payable date,
under the terms of the current common stock Dividend Reinvestment
Plan (a prospectus of the Dividend Reinvestment Plan is available
upon request to Donald A. Benziger, Senior Vice President and
Chief Financial Officer, Century Financial Corporation).
8. LIMITATION ON PURCHASES
-----------------------
The Fair Market Value of Common Stock that a Participant has
the right to Purchase under the Plan cannot exceed $4,000 in one
calendar year. This limitation is based on calculating the Fair
Market Value at the Date of the Purchase Period.
9. CHANGING PAYROLL DEDUCTIONS
---------------------------
A participant's elected payroll deduction may be increased
or decreased effective with the next Purchase Period. The form
must be received by the Human Resources Department of Century
Financial Corporation no later than fifteen (15) days prior to
the next Purchase Period. Changes will not become effective
during a Purchase Period.
Participants may, however, cease deductions during a
Purchase Period. If a Participant ceases deductions during a
Purchase Period, the deductions already taken will be refunded to
the Participant as soon as practicable. The Participant would
not be eligible to participate again until the second Purchase
Period after the one in which he/she withdrew. In order to
rejoin the Plan, a new enrollment form must be submitted.
<PAGE>
10. RIGHTS AS A STOCKHOLDER
-----------------------
From the initial Purchase Date of shares of Common Stock,
and thereafter (unless and until the Participant sells the Common
Stock), the Participant shall have all the rights and privileges
of a stockholder of Century Financial Corporation with the
respect to the shares of Common Stock purchased by the
Participant.
Proxy information will be provided for each stockholders
meeting, so that each Participant may have his/her full and
fractional shares voted according to their instructions.
11. ACCOUNTS
--------
Mellon Securities Trust Company has been appointed
Recordkeeper for the Plan. The Recordkeeper will maintain an
Account for each Participant. As shares of Common Stock are
purchased at the end of each Purchase Period, each Participant's
full and fractional shares will be held in his/her Account.
Participants will receive an Account Statement, as soon as
administratively possible after the end of each Purchase Period,
which will include the number of full and fractional shares
computed to four decimal places purchased for the Participant at
the end of each Purchase Period, the total number of shares owned
by the Participant under the Plan, the cost per share, and the
current value of shares held.
12. NO TRANSFER OF RIGHTS
---------------------
The rights granted under the Plan may not be assigned or
transferred under any circumstances.
13. ADMINISTRATION
--------------
The Plan is administered by the Committee. The members of
the Committee are not eligible to participate in the Plan. The
Committee has the authority to interpret the Plan and to
establish rules and regulations for its administration, and the
decisions and interpretations of the Plan by the Committee shall
be final, conclusive and binding upon all Participants. The
Committee has the authority to delegate the day-to-day
administration of the Plan.
14. SELLING STOCK
-------------
Although the Plan is intended to provide Participants with
an ownership interest in Century Financial Corporation as an
investment, Participants may sell shares of Common Stock
purchased under the Plan by completing and submitting the
appropriate form to Chase Mellon Shareholder Services.
Additionally, Participants will be responsible for any fees and
commissions related to the sale. In addition, the employee shall
be solely responsible for contacting the Human Resource
Department for the purpose of terminating any payroll deduction
arrangements.
<PAGE>
Restrictions may apply to the resale of shares of Common
Stock by certain officers of the Company and those having similar
responsibilities, who are subject to the SEC insider reporting
and short-swing profit rules.
15. AMENDMENTS
----------
The Committee may make recommendations, from time to time,
to amend the Plan in any respect; however, no amendment shall be
deemed to be effective until such time as the amendment receives
the requisite approval by the Board.
16. TERMINATION OF THE PLAN
-----------------------
The Plan and all rights hereunder shall terminate on the
earliest of:
- the date on which the maximum number of shares of Common
Stock available for purchase under the Plan has been purchased;
- the termination of the Plan by the Board;
- the effective date of any consolidation or merger in which
Century Financial Corporation is not the surviving entity, and
exchange or conversion of outstanding shares of Century Financial
Corporation for or into securities or another entity or other
consideration, or any complete liquidation of Century Financial
Corporation.
Upon termination of the Plan, any shares in the
Participant's account shall be delivered by the Custodian to the
Participant or his/her legal representative as soon as
practicable following such termination.
17. LAWS AND REGULATIONS
--------------------
Notwithstanding any other provision of the Plan, the rights
of Participants to purchase Common Stock hereunder shall be
subject to compliance with all applicable Federal, state and
foreign laws, rules and regulations and the rules of each stock
exchange upon which the Common Stock is from time to time listed.
The Plan and purchase of Common Stock hereunder shall be
subject to additional rules and regulations, not inconsistent
with the Plan, that may be promulgated from time to time by the
Committee regarding purchases and sales of Common Stock.
18. RETIREMENT OR DEATH OF PARTICIPANT
----------------------------------
In the event of the Participant's retirement, any uninvested
amount will be refunded to the Participant. Shares held in the
Plan will be distributed in accordance with the Participant's
instructions.
<PAGE>
In the event of the Participant's death, dollars and shares
in the Participant's account will be delivered to the beneficiary
designated on the Participant's enrollment form. If none is
listed, the dollars and shares will be delivered to the
Participant's estate.
19. TERMINATION OF EMPLOYMENT
-------------------------
In the event of the Participant's termination of employment,
any uninvested amount will be refunded to Participant. Shares
held in the Plan will be distributed in accordance with the
Participant's instructions.
20. EMPLOYMENT
----------
The Plan shall not confer any rights of continued employment
upon any employee of a Company.
21. ADDITIONAL RESTRICTIONS OF RULE 16B-3
-------------------------------------
Persons subject to Section 16 of the Exchange Act shall
comply with the applicable provisions of Rule 16b-3 of the
Exchange Act or any successor provision. This Plan shall be
deemed to contain such additional conditions and restrictions as
may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to
Plan transactions. In the event that Rule 16b-3 provides
specific requirements for the administrators of plans of this
type, the Plan shall only be administered by such body and in
such a manner as to comply with the applicable requirements of
Rule 16b-3. Unless permitted by Rule 16b-3, no discretion
concerning decisions regarding the Plan shall be afforded to any
Committee or person that is not "disinterested" as that term is
used in Rule 16b-3.
______
END
______
61409
EXHIBIT 99B
Century Financial Corporation
1997 Non-Qualified Employee Stock Purchase Plan
Participant Enrollment and Election Form
<PAGE>
CENTURY FINANCIAL CORPORATION
1997 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
PARTICIPANT ENROLLMENT AND ELECTION FORM
Please print in ink:
PARTICIPANT INFORMATION
Name (Specify Mr., Mrs., Ms.): _________________________
Social Security Number: ________________________________
Address:________________________________________________
________________________________________________________
________________________________________________________
Instructions: If this is the first election form executed by you
under the Plan or the first election under the Plan for any given
Plan Year, complete Section I.A below. In addition, if this is
the first election form executed by you under the Plan, also
complete Section II, below, to designate your death benefit
beneficiaries. If you are changing your prior election under the
Plan, complete Section I.B below, and/or if you are changing your
death benefit beneficiaries, also complete Section II below. If
you wish to sell shares held in your Account, complete Section
III below. If you wish to terminate any payroll deductions and
sell shares held in your Account, complete Section I.B below and
Section III below. Any elections made on this form will not be
effective until receipt of a correctly completed, executed and
dated form is received by the Human Resource Department of the
Company or subsidiary thereof in accordance with the Plan.
This Participation Enrollment and Election Form should only
be completed after reading the Century Financial Corporation 1997
Non-Qualified Employee Stock Purchase Plan ("Plan"). Defined
terms used herein shall have the same meaning as such terms have
been assigned in the Plan.
I. COMPENSATION DEDUCTION ELECTION
A. Initial Election for _____ Plan Year
This Initial Election must be received by the Human
Resources Department no later than 15 days prior to the beginning
of the next Purchase Period to be deemed effective for that
Purchase Period.
<PAGE>
I, the undersigned Eligible Employee, hereby elect to
participate in the Century Financial Corporation 1997 Non-Qualified Employee
Stock Purchase Plan ("Plan") during the ______ Plan Year, and in addition to all
other reductions of Compensation that I may have authorized under any other
agreements or employee benefit plans, I agree that my
Compensation for each Pay Period during the ______ Plan Year
shall be reduced by, and I authorize Century Financial
Corporation, or a subsidiary thereof, for me and in my name, to
deduct and remit to a non-interest bearing account in accordance
with the terms of the Plan the following amount, expressed in
dollar amounts, and which dollar amount must be in whole dollars,
with a minimum of $10 per pay period and a maximum of $150 per
pay period: ______________.
I hereby acknowledge having received a copy of the Plan
document setting forth the terms of the Plan. I hereby elect to
reduce my compensation by the dollar amount as indicated above.
I hereby revoke any prior Compensation Deduction Elections made
by me under the Plan. This election relates only to services
performed and amounts earned by me after the date hereof. I
understand that a contribution credit equal to my Compensation
Deduction Election will be made under the Plan for my benefit and
that this Compensation Deduction Election is subject to all of
the applicable terms of the Plan. I acknowledge that the
Compensation Deduction Election made herein will continue
indefinitely until subsequently changed by me on another Election
Form.
B. ELECTION TO CHANGE AMOUNT OF COMPENSATION DEDUCTION
This Election to Change the Amount of Compensation Deduction
must be received by the Human Resources Department no later than
15 days prior to the beginning of the next Purchase Period to be
deemed effective for that Purchase Period.
I hereby acknowledge having received a copy of the Plan
document setting forth the terms of the Plan. I hereby elect to
change the dollar amount which is currently being deducted from
my Compensation to _______________, which such dollar amount must
be in whole dollars, with a minimum of $10 per pay period and a
maximum of $150 per pay period. I hereby revoke any prior
Compensation Deduction Elections made by me under the Plan. This
election relates only to services performed and amounts earned by
me after the date hereof. I understand that a contribution
credit equal to my Compensation Deduction Election will be made
under the Plan for my benefit and that this Compensation
Deduction Election is subject to all of the applicable terms of
the Plan. I acknowledge that the Compensation Deduction Election
made herein will continue indefinitely until subsequently changed
by me on another Election Form.
I hereby acknowledge that if I elect to cease payroll
deductions under the Plan, I effectively terminate my
participation in the Plan and, further, that I will not be
eligible to participate again until the second Purchase Period
after the one in which I withdrew my participation.
2
<PAGE>
II. DESIGNATION OF DEATH BENEFIT BENEFICIARIES
This Election to change the death benefit beneficiary/ies
must be received by the Human Resources Department no later than
15 days prior to the beginning of the next Purchase Period to be
deemed effective for that Purchase Period.
I hereby revoke any prior designations of death
beneficiary/ies under the Plan, and I hereby designate the
following beneficiary/ies to receive any benefit payable on
account of my death under the Plan, subject to my right to change
this designation and subject to the terms of the Plan:
A. Primary Beneficiary/ies
Name, Address, Phone Number: ___________________________
___________________________
___________________________
Relationship to Participant: ___________________________
Percentage of Plan Account: ___________________________
Date of Birth: ___________________________
Social Security Number: ___________________________
B. Contingent Beneficiary/ies (will receive indicated
portions of the Plan Benefit if no Primary Beneficiary/ies
survive the Participant.)
Name, Address, Phone Number: ___________________________
___________________________
___________________________
Relationship to Participant: ___________________________
Percentage of Plan Account: ___________________________
Date of Birth: ___________________________
Social Security Number: ___________________________
3
<PAGE>
III. ELECTION TO AUTHORIZE THE SALE OF SHARES HELD IN
PARTICIPANT'S ACCOUNT
I, the undersigned Eligible Employee, hereby elect to
authorize the sale of shares of Common Stock held in my Account
as follows:
(Check the applicable box.)
[ ] Sell all of the shares of Common Stock held in my
account.
[ ] Sell _________ shares of Common Stock held in my
account. (Indicate exact number.)
I hereby acknowledge that I will be responsible for any fees
and commissions related to the sale of the subject shares of
Common Stock to be sold under the Plan. I further acknowledge
that restrictions may apply to the resale of the shares of Common
Stock pursuant to my position with the Company under the
Securities Exchange Act of 1933, as amended, and the Securities
and Exchange Act of 1934, as amended, and, if applicable, the
sale of such shares of Common Stock is not in violation of said
securities laws and the regulations promulgated thereunder.
_____________________ /s/_______________________
Date Participant's Signature
EXHIBIT 99C
Letter to Employees
<PAGE>
[logo]
CENTURY NATIONAL BANK
AND TRUST COMPANY
Rochester, PA 15074 - (412) 774-1872
TO: ALL EMPLOYEES
FROM: HUMAN RESOURCES DEPARTMENT
DATE: JANUARY 17, 1997
**********************************************************
WE ARE PLEASED TO ANNOUNCE
CENTURY FINANCIAL CORPORATION 1997 NON-QUALIFIED
EMPLOYEE STOCK PURCHASE PLAN
Effective with your pay period dated February 7, 1997, all
eligible employees may begin purchasing Century Financial
- --------
Corporation stock by participation in the Plan thru payroll
deductions. Payroll deduction must be in specific dollar amounts
with the minimum amount of $10.00 per pay period and the maximum
amount of $150.00 per pay, with a maximum of $4,000. per year.
Enclosed is a copy of the Plan which we encourage you to read
carefully, as well as a copy of a Participant Enrollment Form.
After reading the Plan, if you have questions, please call the
Human Resources Department (1012 or 1020).
Any eligible employee wishing to participate in the Plan
beginning February 7, 1997, must have their completed form to the
Human Resources Department by Thursday, January 30, 1997.
Subsequent enrollment periods will be April 1, July 1, September
1, and January 1.
This is a wonderful opportunity to share in Century's continued
progress and success.
