<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1997
Registration Statement No. ________
Registration No. 33-57182
________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________________________
FORM S-3 AND
POST EFFECTIVE AMENDMENT TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________
SANDY SPRING BANCORP, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 6021 52-1532952
(State or other jurisdiction (Primary standard (I.R.S. employer
of incorporation or industrial classification identification number)
organization) code number)
17801 GEORGIA AVENUE
OLNEY, MARYLAND 20832
(301) 774-6400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
HUNTER R. HOLLAR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MARYLAND 20832
(301) 774-6400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
JAMES I. LUNDY III, ESQUIRE
NOEL M. GRUBER, ESQUIRE
KENNEDY, BARIS & LUNDY, L.L.P.
4719 HAMPDEN LANE, SUITE 300
BETHESDA, MARYLAND 20814
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________________
If this form is a post-effective amendment file pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
[ ]
CALCULATION OF REGISTRATION FEE /(1)/
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
Title of Maximum Maximum Amount of Registration
Shares to be Amount to be Aggregate Aggregate Fee
Registered Registered Price per Unit /(2)/ Offering Price
======================================================================================================
<S> <C> <C> <C> <C>
Common Stock, Par
Value $1.00 per Share 200,000 Shares $47.5625 $9,512,500.00 $2,883.00
======================================================================================================
</TABLE>
/(1)/ Reflects newly registered shares to which this Registration Statement
relates. Excludes 37,140 shares previously registered on Registration
Statement No. 33-57182.
/(2)/ Determined, solely for the purpose of calculating the registration fee, in
accordance with Rule 457(c), upon the basis of the average of the high and
low prices of the Common Stock, par value $1.00 per share, of the
registrant as reported on the NASDAQ National Market System as of October
27, 1997.
__________________________
The prospectus contained in this Registration Statement also relates to
Registration Statement No. 33-57182 previously filed by Registrant.
<PAGE>
PROSPECTUS
- - ----------
SANDY SPRING BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
237,140 Shares of Common Stock
______________________________
This Prospectus relates to 200,000 authorized but unissued shares of common
stock, par value $1.00 per share (the "Common Stock"), of Sandy Spring Bancorp,
Inc. ("Bancorp"), being offered hereby to the shareholders of Bancorp in
connection with Bancorp's Dividend Reinvestment and Stock Purchase Plan, as
amended (the "Plan") and the remaining 37,140 shares of authorized but unissued
Common Stock previously registered in connection with the Plan. The Plan is
intended to provide holders of the Common Stock who participate in the Plan with
a convenient and economical method of investing cash dividends and optional cash
payments in additional shares of Common Stock without payment of any brokerage
commissions or service charges.
Pursuant to the Plan, cash dividends on shares which are registered in a
participant's name or which are kept in a participant's account under the Plan
will be automatically reinvested in additional shares of Common Stock.
Participants in the Plan also will have the opportunity to purchase additional
shares of common stock under the Plan by making optional cash payments.
The price of shares of Common Stock purchased with reinvested dividends or
optional cash payments will be the fair market value of the Common Stock
determined in accordance with the Plan. The Plan does not represent a change in
Bancorp's dividend policy, which will continue to depend on earnings, financial
requirements and other factors, or a guarantee of future dividends.
Any holder of record of Common Stock is eligible to participate in the Plan.
Beneficial owners interested in participating in the Plan indirectly through
brokers or nominee shareholders should contact their brokers or nominee
shareholders to determine whether, and to what extent, such indirect
participation is available to them.
This Prospectus does not cover resales of shares issued under the Plan to
affiliates of Bancorp in connection with the Plan. No person is authorized to
make use of this Prospectus in connection with any such resale.
It is suggested that this Prospectus be retained for future reference.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR
SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY
The date of this Prospectus is October 31, 1997.
<PAGE>
AVAILABLE INFORMATION
Bancorp is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the
following SEC Regional Offices: Seven World Trade Center, Suite 1300, New York,
New York 10048 and the Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material also may be obtained at
prescribed rates by writing to the SEC, Public Reference Section, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission maintains an Internet web
site that contains reports, proxy and information statements, and other
information regarding issuers who file electronically with the Commission. The
address of that site is http://www.sec.gov. Bancorp's Common Stock is traded on
the Nasdaq Stock Market's National Market under the symbol "SASR". Reports,
proxy statements and other information concerning Bancorp may be inspected at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
Bancorp has filed with the Commission a Registration Statement on Form S-3
and a Post-Effective Amendment to the Registration Statement No. 33-57182 on
Form S-3 (the "Registration Statement"), of which this Prospectus is a part,
under the Securities Act of 1933. The Registration Statement includes additional
information which has been omitted from the Prospectus pursuant to the rules and
regulations of the Commission. This additional information may be obtained from
the Commission as described above. Statements contained in this Prospectus
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission or incorporated by
reference in this Prospectus are not necessarily complete, and, in each
instance, reference is made to the copy of such document so filed for a more
complete description of the matter involved. Each such statement is qualified in
its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the SEC by Bancorp under the Exchange
Act, are incorporated in and made a part of this Prospectus by reference:
(a) Bancorp's Annual Report on Form 10-K for the year ended December 31,
1996;
(b) Bancorp's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
(c) Bancorp's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997;
(d) Bancorp's Current Report on Form 8-K dated April 16, 1997;
(e) The description of the Common Stock contained in Bancorp's Notice of
1992 Annual Meeting of Shareholders and Proxy Statement dated March
24, 1992 and Current Report on Form 8-K dated May 13, 1992.
All documents subsequently filed by Bancorp pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
BANCORP WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS
IS DELIVERED, UPON SUCH PERSON'S WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL
OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH
EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO:
SANDY SPRING BANCORP, INC.
17801 GEORGIA AVENUE
OLNEY, MARYLAND 20832
ATTENTION: MARJORIE S. HOLSINGER, CORPORATE SECRETARY
(301) 774-8498
1
<PAGE>
SANDY SPRING BANCORP, INC.
Sandy Spring Bancorp, Inc. ("Bancorp") is the one-bank holding company for
Sandy Spring National Bank of Maryland (the "Bank"). Bancorp is registered as a
bank holding company pursuant to the Bank Holding Company Act of 1956, as
amended. As such, Bancorp is subject to supervision and regulation by the Board
of Governors of the Federal Reserve System. Bancorp began operating in 1988.
The Bank traces its origin to 1868, and is the oldest banking business based in
Montgomery County, Maryland. The Bank is independent, community oriented, and
conducts a full-service commercial banking business through 20 community offices
located in Montgomery, Howard, and Anne Arundel counties in Maryland. The Bank
is a national bank subject to supervision and regulation by the Office of the
Comptroller of the Currency. The Bank's savings and deposit accounts are
insured by the Bank Insurance Fund administered by the Federal Deposit Insurance
Corporation (the "FDIC") to the maximum extent permitted by law.
The Bank experiences substantial competition in attracting and retaining
deposits and in making loans. Direct competition for deposits comes from other
commercial banks, savings associations, and credit unions located in the Bank's
primary market area of Montgomery, Howard, and Anne Arundel Counties in
Maryland. Additional significant competition for deposits comes from mutual
funds and corporate and government debt securities. As an alternative to
traditional deposit accounts, annuities are offered through Sandy Spring
Insurance Corporation, a wholly owned subsidiary of the Bank. The primary
factors in competing for loans are interest rates and loan origination fees and
the range of services offered by lenders. Competitors for loan origination
include other commercial banks, mortgage bankers, mortgage brokers, savings
associations, and insurance companies. Management believes the Bank is able to
compete effectively in its primary market area.
The address of Bancorp's and the Bank's principal executive office is 17801
Georgia Avenue, Olney, Maryland 20832, and its telephone number is (301) 774-
6400.
DESCRIPTION OF THE PLAN
The following discussion sets forth the provisions of the Plan in topical
format.
SECTION 1. NATURE OF THE PLAN
------------------
The purpose of this Plan is to provide Shareholders with a convenient and
economical method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commissions
or service charges. The Plan allows Shareholders to elect to become Participants
in the Plan and thereafter to receive dividends, if and when declared by the
Board of Directors, in the form of Common Stock rather than cash distributions.
Shares issued under the Plan by Bancorp will be from authorized but
unissued shares.
Neither the existence of this Plan, nor the participation in the Plan by
any Shareholder, ensures or guarantees the continued payment of cash dividends
by Bancorp in the future, or the amount of any such dividend which may be
declared by the Board of Directors. Bancorp reserves the right to change its
dividend policy at any time.
The Plan is administered by the Plan Administrator and is governed by the
provisions of this Plan document.
2
<PAGE>
SECTION 2. DEFINITIONS
-----------
In this Plan, whenever the content so indicates, the singular or plural
number and the masculine, feminine or neuter gender shall be deemed to include
the other, the terms "he", "his", and "him" shall refer to a Participant, and
the capitalized terms shall have the following meanings:
Account: The account maintained to record the shares credited to a Participant
- - -------
and other related information under the provisions of the Plan. See Section 8.
Bancorp: Sandy Spring Bancorp, Inc., a company organized under the laws of
- - -------
Maryland.
Board of Directors: The Board of Directors of Bancorp.
- - ------------------
Code: The Internal Revenue Code of 1986, as amended.
- - ----
Common Stock: Shares of voting common stock, par value $1.00 per share, of
- - ------------
Bancorp.
Declaration Date: The date on which the Board of Directors declares a cash
- - ----------------
dividend distribution on shares of Common Stock.
Optional Cash Payment Form: The form that, when properly completed and delivered
- - --------------------------
with the appropriate amount of funds, allows a Participant to purchase shares
under the Plan in addition to shares purchased with reinvested dividends. See
Section 4.
Participant: A Shareholder who elects to participate in the Plan. See Section
- - -----------
3.
Payable Date: The date on which dividends are reinvested.
- - ------------
Plan: Sandy Spring Bancorp Dividend Reinvestment and Stock Purchase Plan.
- - ----
Plan Administrator: American Stock Transfer & Trust Company.
- - ------------------
Record Date: The date set by the Board of Directors for determining which
- - -----------
Shareholders are entitled to receive a particular dividend. Shareholders of
record on the Record Date are entitled to receive the dividend.
Shareholder: A lawful holder of record of Common Stock.
- - -----------
Shareholder Authorization Form: The form that, when properly completed and
- - ------------------------------
executed, allows a Shareholder to participate in the Plan. See Section 3.
SECTION 3. ELIGIBILITY
-----------
All Shareholders are eligible to participate in the Plan, subject to the
limitations set forth below. If the Common Stock is not held of record by the
beneficial owner of such shares, to become a Participant the beneficial owner
must make appropriate arrangements for the Shareholder of record of such Common
Stock to either become a Participant or transfer the Common Stock to the name of
the beneficial owner.
A Shareholder becomes a Participant upon completion and return of the
Shareholder Authorization Form to the Plan Administrator. Shareholders may
become Participants at any time. Any Shareholder who does not elect to
participate in the Plan will continue to receive any cash dividends declared by
the Board of Directors in cash. A Shareholder already participating in the Plan
will continue to participate until such Shareholder gives notice to the Plan
Administrator that he wishes to withdraw from the Plan. See Section 12.
3
<PAGE>
A Shareholder who elects to participate in the Plan may participate with
respect to all or a portion of the shares of Common Stock registered in his
name, including shares credited to his Account under the Plan. If a Shareholder
designates a number of shares to participate in the Plan, only that number of
shares plus shares credited to his Account under the Plan, (up to the total of
shares Registered in his name at a given Payable Date) will be deemed to
participate in the Plan.
The right to participate in the Plan is not transferable. Shareholders who
reside in jurisdictions in which it is unlawful for Bancorp to permit their
participation are not eligible to participate in the Plan. Bancorp also
reserves the right to exclude a Shareholder who resides in a foreign country or
in a jurisdiction that requires registration or qualification of the Common
Stock or of Bancorp or its directors, officers or other employees as broker-
dealers or agents in connection with sales pursuant to the Plan.
SECTION 4. OPTIONAL CASH PAYMENTS
----------------------
A Participant who wishes to make an optional cash payment must forward a
check or money order payable to the Plan Administrator for the amount of the
optional cash payment together with a completed Optional Cash Payment Form. Only
Participants in the Plan are eligible to make optional cash payments. Optional
Cash Payment Forms for each quarter will be sent to Participants with their
statements of account. Statements of account will indicate when Optional Cash
Payment Forms must be received for the next dividend, based upon the expected
dividend Payable Date. (See Section 8.) Participants also may request Optional
Cash Payment Forms from the Plan Administrator.
Bancorp historically has paid dividends on a quarterly basis in the months
of March, June, September, and December. It is anticipated that this practice of
paying dividends on a quarterly basis will continue. The Board of Directors,
however, reserves the right to change Bancorp's dividend policy, or the dates,
frequency or amount of dividends or to cease payment of dividends.
Participants may make optional cash payments as often as once a quarter. The
minimum optional cash payment is $100.00 per quarter, and the maximum optional
cash payment is $5,000.00 per quarter. The same amount of optional cash payments
need not be made each quarter, and there is no obligation to make optional cash
payments after a participant is enrolled in the Plan. Amounts received in excess
of the maximum optional cash payment (or below the minimum optional cash
payment) will be returned to the Participant.
Optional cash payments must be received by the Plan Administrator at least
--------------------------------------------------------------------------
three (3) business days, but not more than thirty days, before the applicable
- - -----------------------------------------------------------------------------
Payable Date in order to be invested. Optional cash payments that are received
- - ------------------------------------
less than three (3) business days before the next Payable Date will be returned
to the Participant. Participants may request that optional cash payments be
returned to them prior to investment, provided that the request is received by
the Plan Administrator at least three (3) business days before the next Payable
Date. Optional Cash Payments received more than thirty (30) days before a
Payable Date will be returned to the Participant. No interest will be paid on
Optional Cash Payments.
SECTION 5. CREDITING OF ACCOUNTS
---------------------
If the Shareholder Authorization Form signed by a Shareholder entitled to
receive a dividend declared by the Board of Directors is received by the Plan
Administrator before the Declaration Date for the next dividend payment, the
Participant's next dividend payment will be invested on the Payable Date in
shares of Common Stock under the Plan. Optional cash payments made by a
Participant will be used to purchase Common Stock on the Payable Date if the
Participant has properly delivered an Optional Cash Payment Form and payment at
least three (3) days, but not more than thirty (30) days, before the Payable
Date. See Section 4.
All cash dividends declared on Common Stock designated by a Participant as
participating in the Plan will
4
<PAGE>
be invested in additional shares of Common Stock under the Plan until he
withdraws from participation in the Plan (under the provisions of Section 12) or
the shares are transferred of record to a new owner.
SECTION 6. NUMBER OF SHARES CREDITED TO PARTICIPANT'S ACCOUNT
--------------------------------------------------
The Account of each Participant who has elected to have cash dividend
payments invested in additional shares of Common Stock will be credited as of
the Payable Date with the number of shares, including fractional shares, of
Common Stock determined in accordance with the following formula:
<TABLE>
<CAPTION>
<S> <C>
(Dollar Amount of Cash Dividend Declared per Share
Number of Shares x No. of Shares Participating in the Plan) + Any Optional Cash Payment
Credited under ----------------------------------------------------------------------
the Plan = Fair Market Value Per Share of Common Stock
</TABLE>
Fractional shares shall be computed to three decimal places. "Fair
market value" of the Common Stock shall mean the highest closing bid price for
Bancorp's Common Stock as posted on the Nasdaq National Market on the last
trading day on which such prices are so reported before the Payable Date. If
there is no bid price posted on the Nasdaq National Market for a period of days
before the Payable Date, the fair market value for purposes of the Plan shall be
determined by the Plan Administrator on the basis of such market quotations as
it shall deem appropriate. No shares will be sold under the Plan at less than
the par value ($1.00 per share) of such shares.
SECTION 7. VOTING OF SHARES CREDITED UNDER THE PLAN
----------------------------------------
Prior to each annual or special meeting of Shareholders, each Participant
will receive a single form of proxy, covering both the shares of Common Stock
credited to his Account under the Plan and all other shares of Common Stock that
are registered in the Participant's name. If the proxy is properly executed and
marked for voting and delivered in time to be counted at the meeting, all shares
of Common Stock credited to the Participant's Account and registered in the
Participant's name will be voted as indicated by the Shareholder. A Participant
or his duly appointed representative may also attend the annual or special
meeting and vote his shares of Common Stock at such meeting.
SECTION 8. STATEMENT OF ACCOUNTS OF PARTICIPANTS AND OTHER DISCLOSURE OF
-------------------------------------------------------------
INFORMATION
-----------
Each Participant will receive a statement of his Account after each Payable
Date. This statement will contain the following:
(1) Name and address of the Participant,
(2) Account number under the Plan,
(3) Taxpayer Identification Number,
(4) Payable Date,
(5) Dividends declared by the Board of Directors,
(6) Number of shares of Common Stock credited to the Participant's Account
during the applicable period through the reinvestment of dividends and
application of optional cash payments,
(7) Price per share for the applicable Payable Date, and
(8) Total number of shares of Common Stock held by the Participant under
the Plan.
Statements of account also will indicate when Optional Cash Payments must
be received by the Plan Administrator for the next expected dividend. (See
Section 4.) Each statement of a Participant's Account should be retained by the
Participant as an ongoing statement of his Account under the Plan and for income
tax purposes.
In addition to such statements of Account, each Participant will receive
all disclosure statements otherwise sent to Shareholders, including the annual
report, notices of shareholder meetings, and proxy statements of Bancorp.
5
<PAGE>
SECTION 9. EXPENSES OF ADMINISTRATION
--------------------------
Participants will not be charged brokerage or commission fees or service
charges in connection with purchases of shares of Common Stock under the Plan.
All administrative expenses of the Plan will be paid by Bancorp.
SECTION 10. DIVIDENDS ON SHARES CREDITED UNDER THE PLAN
-------------------------------------------
All cash dividends declared on the Common Stock credited to a Participant's
Account will be reinvested in additional shares of Common Stock under the Plan,
and will be credited to the Participant's Account.
SECTION 11. CERTIFICATES FOR SHARES CREDITED UNDER THE PLAN
-----------------------------------------------
Certificates will be issued to a Participant for whole shares of Common
Stock in the Participant's Account (1) upon the Participant's written request to
the Plan Administrator, (2) if the Participant withdraws from the Plan (under
the provisions of Section 12), or (3) if Bancorp terminates the Plan (under
Section 15). Requests will be handled without charge to the Participant. Any
remaining whole or fractional shares will continue to be held by the Plan
Administrator. No certificate for fractional shares will be issued. Dividends
on fractional shares will continue to be credited to a Participant's Account as
described in Section 10, unless the Participant withdraws from the Plan (under
the provision of Section 12). Withdrawal of shares in the form of a certificate
in no way affects dividend reinvestment.
SECTION 12. WITHDRAWAL FROM THE PLAN
------------------------
Participation in the Plan is entirely voluntary, and a Participant may
request to withdraw from the Plan, and terminate reinvestment of dividends with
respect to all of his shares, at any time by notifying the Plan Administrator in
writing.
Upon withdrawal from the Plan, the Participant will receive certificates
representing all whole shares of Common Stock then credited in his Account. Any
fractional shares in the Participant's Account shall be redeemed for cash in an
amount equal to the fraction of a whole share times the closing price per share
reported on the NASDAQ National Market on the last trading day prior to the date
of withdrawal.
If the request to withdraw is received on or after the Declaration Date for
a cash dividend payment, any dividend paid on the corresponding Payable Date
will be reinvested in additional shares of Common Stock and credited to the
withdrawing Participant's Account in accordance with the provisions of the Plan.
The request to withdraw will then be processed promptly following such Payable
Date. Thereafter, all cash dividends will be paid to the withdrawing
Participant in cash. A Shareholder may elect to again become a Participant at
any time subsequent to withdrawal from the Plan.
If a request to withdraw is received at least three (3) business days
before a Payable Date, any optional cash payment not yet applied to the purchase
of Common Stock will be returned to the Participant. If the request is made
after that date, any optional cash payment may be used to purchase Common Stock
as of the Payable Date or returned to the Participant, at the discretion of the
Plan Administrator.
If a Participant disposes of any or all of his shares of Common Stock
registered in his name other than shares credited to the Participant's Account
under the Plan, the shares of Common Stock credited under the Plan shall
continue to be administered under the provisions of the Plan unless the
Participant notifies the Plan Administrator of his withdrawal from the Plan.
6
<PAGE>
SECTION 13. STOCK DIVIDEND OR STOCK SPLIT
-----------------------------
Any shares of Common Stock issued in connection with a stock split or stock
dividend on Common Stock held under the Plan will be added to Participants'
Accounts under the Plan.
After declaration of a stock dividend or stock split by Bancorp, a
statement will be sent to each Participant indicating the number of shares of
stock credited to his Account under the Plan as a result of the stock dividend
or stock split. The information regarding the stock dividend or stock split may
be incorporated into the Participant's statement of Account (as provided in
Section 8).
SECTION 14. FEDERAL TAX INFORMATION
-----------------------
A Participant who has cash dividends reinvested in additional shares of
Common Stock under the provisions of the Plan will be treated for federal income
tax purposes (under the Code) as having received a cash dividend in an amount
equal to the aggregate "fair market value" (determined under Section 6 as of the
applicable Payable Date) of all whole and fractional shares credited to the
Participant's Account in respect of that dividend. A Participant will not
recognize income for federal income tax purposes upon the purchase of Common
Stock under the Plan with optional cash payments. The Participant's tax basis
(under the Code) in the shares credited under the Plan will be an amount equal
to such shares' "fair market value" as determined under Section 6.
A Participant also will realize gain or loss upon receipt, following
termination of participation in the Plan, of a cash payment for any fractional
share interest credited to the Participant's Account. The amount of any such
gain or loss will be the difference between the amount that the Participant
received for the fractional share interest and the tax basis of that interest.
A Participant will not recognize any taxable income upon receipt of
certificates for whole shares credited to the Participant's Account, either upon
the Participant's request for certain of these shares or upon termination of
participation in the Plan.
THE TAX CONSEQUENCES AS SET FORTH ABOVE ARE FOR INFORMATIONAL PURPOSES ONLY
---------------------------------------------------------------------------
AND SHOULD NOT BE RELIED UPON AS A LEGAL OR ACCOUNTING OPINION IN REGARD TO A
- - -----------------------------------------------------------------------------
PARTICULAR PARTICIPANT'S CIRCUMSTANCES. EACH SHAREHOLDER CONSIDERING
- - ---------------------------------------------------------------------
PARTICIPATING IN THE PLAN IS URGED TO CONSULT HIS OR HER OWN TAX AND FINANCIAL
- - ------------------------------------------------------------------------------
ADVISORS AS TO THE FEDERAL, STATE AND OTHER TAX CONSEQUENCES OF PARTICIPATING IN
- - --------------------------------------------------------------------------------
THE PLAN BASED UPON HIS OR HER PARTICULAR FACTS AND CIRCUMSTANCES.
- - ------------------------------------------------------------------
SECTION 15. TERMINATION BY BANCORP
----------------------
Although Bancorp intends to continue the Plan in the future, the Board of
Directors reserves the right to amend, suspend, modify, or terminate the Plan at
any time. Written notice of any such amendment, suspension, modification, or
termination will be sent by Bancorp to Participants within thirty (30) days
following any such action.
SECTION 16. ADMINISTRATION OF THE PLAN
--------------------------
The Plan will be administered by American Stock Transfer & Trust Company,
40 Wall Street, 46th Floor, New York, NY 10005, telephone no. (800) 278-4353.
Neither Bancorp nor the Plan Administrator will be liable for any act done in
good faith or for good faith omission to act, including, but not limited to, any
claim or liability arising out of failure to terminate a Participant's Account
upon a Participant's death prior to receipt of notice in writing of such death.
7
<PAGE>
Bancorp cannot assure Participants of a profit or protect them against a
loss on the shares credited to their Accounts under the Plan. Shares of Common
Stock credited to a Participant's Account are subject to market investment risk.
Because of potential delay in processing a Participant's request to issue a
certificate for shares of Common Stock credited to his Account, a Participant
may not be able to sell his Account shares as quickly as other shares. No
provision in the Plan shall be construed as any assurance by Bancorp that
dividends will be declared by the Board of Directors in the future.
Bancorp reserves the right to interpret and regulate the Plan as may be
necessary or desirable in connection with the prudent and financially sound
operation of the Plan. The Plan will be governed by the laws of the State of
Maryland, and by any applicable federal tax or securities laws.
USE OF PROCEEDS
Bancorp has no basis for estimating precisely either the number of shares
of Common Stock that ultimately may be sold pursuant to the Plan, or the prices
at which such shares will be sold. However, Bancorp proposes to use the net
proceeds from the sale of shares of Common Stock pursuant to the Plan, when and
as received, for general corporate purposes, which may include contributions to
the Bank to increase the Bank's capital and permit additional growth in Bank
assets.
LEGAL OPINION
The validity of the shares of the Common Stock being offered hereby has
been passed upon for Bancorp by Kennedy, Baris & Lundy, L.L.P.
EXPERTS
The consolidated financial statements of Bancorp as of December 31, 1995
and 1996, and for each of the years in the three-year period ended December 31,
1996, have been referred to herein and incorporated herein by reference in
reliance upon the report of Stegman & Company, independent certified public
accountants, with respect thereto, and upon the authority of said firm as
experts in accounting and auditing.
8
<PAGE>
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 2-418 of the Maryland General Corporation Law provides for the
indemnification of directors and officers of corporations organized thereunder
in certain circumstances. In addition, Section 2-418 gives Bancorp the power to
indemnify its directors and officers against liability for certain of their
acts.
Article XV of Bancorp's Articles of Incorporation provides for
indemnification of directors and officers of Bancorp to the fullest extent
permissible under the Maryland General Corporation Law against liability for
certain of their acts.
Article XVI of Bancorp's Articles of Incorporation provides that an officer
or director of Bancorp shall not be personally liable to Bancorp or its
shareholders for monetary damages for breach of their fiduciary duty as an
officer or director, unless: (a) it is proved that the individual officer or
director actually received an improper benefit or profit in money, property or
services from Bancorp, or (b) a judgment or other final adjudication adverse to
the individual officer or director is entered in a proceeding based on a finding
in the proceeding that the individual's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding.
Directors and officers liability insurance has also been obtained by
Bancorp, the effect of which is to indemnify the directors and officers of
Bancorp against certain damages and expenses because of certain claims made
against them resulting from their negligent act, error or omission.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers or
persons controlling Bancorp pursuant to the foregoing provisions or otherwise,
Bancorp has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
9
<PAGE>
<TABLE>
======================================================= ============================
<S> <C>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS OTHER THAN AS
CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY BANCORP. SANDY SPRING BANCORP, INC.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF BANCORP SINCE ANY OF THE DATES AS OF
WHICH INFORMATION IS FURNISHED HEREIN OR SINCE THE
DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN 237,140
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SHARES OF
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION COMMON STOCK
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER. (PAR VALUE $1.00 PER SHARE)
TABLE OF CONTENTS
PAGE
----
Available Information.................................. 1
Incorporation of Certain Documents by Reference........ 1 ----------------------------
Sandy Spring Bancorp, Inc. ............................ 2 PROSPECTUS
Description of the Plan ----------------------------
Section 1. Nature of the Plan........................ 2
Section 2. Definitions............................... 3 FOR STOCK TO BE ISSUED UNDER
Section 3. Eligibility............................... 3 THE DIVIDEND REINVESTMENT
Section 4. Optional Cash Payments.................... 4 AND STOCK PURCHASE PLAN
Section 5. Crediting of Accounts..................... 4
Section 6. Number of Shares Credited to
Participant's Account..................... 5
Section 7. Voting of Shares Credited
under the Plan............................ 5
Section 8. Statement of Accounts of
Participants and Other Disclosure
of Information............................ 5
Section 9. Expenses of Administration................ 6
Section 10. Dividends on Shares Credited
under the Plan............................ 6
Section 11. Certificates for Shares Credited
under the Plan............................ 6
Section 12. Withdrawal from the Plan.................. 6
Section 13. Stock Dividend or Stock Split............. 7
Section 14. Federal Tax Information................... 7
Section 15. Termination by Bancorp.................... 7
Section 16. Administration of the Plan................ 7
Use of Proceeds........................................ 8
Legal Opinion.......................................... 8
Experts................................................ 8
Indemnification of Officers and Directors.............. 9
OCTOBER 31, 1997
=========================================================== ============================
</TABLE>
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
* SEC registration fee............... $ 2,883
* Printing and word processing....... 5,000
* Legal fees and expenses............ 12,000
* Accounting fees and expenses....... 2,000
* Blue Sky filing fees and expenses
(including counsel fees)........... 3,500
* Other expenses..................... 1,000
-------
Total.............................. $26,383
=======
- - -------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bancorp's Articles of Incorporation generally provide for indemnification to
the extent authorized by applicable law. Section 2-418 of the Maryland General
Corporation Law sets forth circumstances under which directors, officers,
employees and agents of Bancorp may be insured or indemnified against liability
which they may incur in their capacities:
2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. -- (a)
In this section the following words have the meanings indicated.
(1) "Director" means any person who is or was a director of a corporation
and any person who, while a director of a corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
other enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(3) "Expenses" include attorney's fees.
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director in the
corporation; and
(ii) When used with respect to a person other than a director as
contemplated in sub-section (j), the elective or appointive office in the
corporation held by the officer, or the employment or agency relationship
undertaken by the employee or agent in behalf of the corporation.
(iii) "Official capacity" does not include service for any other foreign or
domestic corporation or any partnership, joint venture, trust, other enterprise,
or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter giving
rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money,
property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not
II-1
<PAGE>
be made in respect of any proceeding in which the director shall have been
adjudged to be liable to the corporation.
(3)(i) The termination of any proceeding by judgment, order, or settlement
does not create a presumption that the director did not meet the requisite
standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttal presumption that the director did not meet that
standard of conduct.
(c) A director may not be indemnified under subsection (B) of this section
in respect of any proceeding charging improper personal benefit to the director,
whether or not involving action in the director's official capacity, in which
the director was adjudged to be liable on the basis that personal benefit was
improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the
defense of any proceeding referred to in subsection (B) of this section shall be
indemnified against reasonable expenses incurred by the director in connection
with the proceeding.
(2) A court of appropriate jurisdiction upon application of a director and
such notice as the court shall require, may order indemnification in the
following circumstances:
(i) If it determines a director is entitled to reimbursement under
paragraph (1) of this subsection, the court shall order indemnification, in
which case the director shall be entitled to recover the expenses of securing
such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
director has met the standards of conduct set forth in subsection (b) of this
section or has been adjudged liable under the circumstances described in
subsection (c) of this section, the court may order such indemnification as the
court shall deem proper. However, indemnification with respect to any
proceeding by or in the right of the corporation or in which liability shall
have been adjudged in the circumstances described in subsection (c) shall be
limited to expenses.
(3) A court of appropriate jurisdiction may be the same court in which the
proceeding involving the director's liability took place.
(e)(1) Indemnification under subsection (b) of this section may not be made by
the corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting of
directors not, at the time, parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a committee of the board
consisting solely of two or more directors not, at the time, parties to such
proceeding and who were duly designated to act in the matter by a majority vote
of the full board in which the designated directors who are parties may
participate;
(ii) By special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in subparagraph (I) of this
paragraph, or, if the requisite quorum of the full board cannot be obtained
therefor and the committee cannot be established, by a majority vote of the full
board in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses shall be
made in the manner specified in subparagraph (ii) of paragraph (2) of this
subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may not be
voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the director's good faith
belief that the standard of conduct necessary for indemnification by the
corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay the
amount if it shall ultimately be
II-2
<PAGE>
determined that the standard of conduct has not been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of this
subsection shall be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability to make
the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, bylaws or contract or as specified in subsection (e) of this section.
(g) The indemnification and advancement of expenses provided or authorized
by this section may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the bylaws, a resolution of stockholders of directors, an agreement or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
(h) This section does not limit the corporation's power to pay or reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named defendant or
respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve
an employee benefit plan where the performance of the director's duties to the
corporation also imposes duties on, or otherwise involves services by, the
director to the plan or participants or beneficiaries of the plan:
(2) Excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law shall be deemed fined; and
(3) Action taken or omitted by the director with respect to an employee
benefit plan in the performance of the director's duties for a purpose
reasonably believed by the director to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the extent
provided in subsection (d) of this section for a director and shall be entitled,
to the same extent as a director, to seek indemnification pursuant to the
provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may indemnify
directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an
officer, employee, or agent who is not a director to such further extent,
consistent with law, as may be provided by its charter, bylaws, general or
specific action of its board of directors or contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the corporation,
or who, while a director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under the
provisions of this section.
(2) A corporation may provide similar protection, including a trust fund,
letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may be provided by a subsidiary or
an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the right
of the corporation, shall be reported in writing to the stockholders with the
notice of the next stockholders' meeting or prior to the meeting.
II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:
The exhibits filed as part of this Registration Statement are as follows:
Exhibit
Number Description
------ -----------
4.1 Sandy Spring Bancorp Dividend Reinvestment and Stock Purchase Plan is set
forth in full in the Prospectus, to which reference is made
4.2 Dividend Reinvestment and Stock Purchase Plan Authorization Form
5 Opinion of Kennedy, Baris & Lundy, L.L.P., with respect to the validity
of the Common Stock being registered
23.1 Consent of Stegman & Company, independent auditors
23.2 Consent of Kennedy, Baris & Lundy, L.L.P. (Contained in their opinion
filed as Exhibit 5 hereto)
24 Power of Attorney of certain directors and officers of Bancorp
99.1 Questions and Answers
99.2 Letter to Shareholders
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
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 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 the time shall be deemed to be the initial bona
fide offering thereof.
II-4
<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 the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Olney, Maryland, as of October 31, 1997.
SANDY SPRING BANCORP, INC.
By: /s/ Hunter R. Hollar
--------------------------------
Hunter R. Hollar
President
and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John Chirtea* Director October 31, 1997
- - ------------------------------
John Chirtea
/s/ Susan D. Goff* Director October 31, 1997
- - ------------------------------
Susan D. Goff
/s/ Solomon Graham* Director October 31, 1997
- - ------------------------------
Solomon Graham
/s/ Joyce R. Hawkins* Director October 31, 1997
- - ------------------------------
Joyce R. Hawkins
/s/ Thomas O. Keech* Director October 31, 1997
- - ------------------------------
Thomas O. Keech
/s/ Charles F. Mess* Director October 31, 1997
- - ------------------------------
Charles F. Mess
/s/ Robert L. Mitchell* Director October 31, 1997
- - ------------------------------
Robert L. Mitchell
/s/ Robert L. Orndorff, Jr.* Director October 31, 1997
- - ------------------------------
Robert L. Orndorff, Jr.
/s/ David E. Rippeon* Director October 31, 1997
- - ------------------------------
David E. Rippeon
/s/ Lewis R. Schumann* Director October 31, 1997
- - ------------------------------
Lewis R. Schumann
/s/ W. Drew Stabler* Chairman of the Board October 31, 1997
- - ------------------------------ and Director
W. Drew Stabler
/s/ James H. Langmead Vice President, Treasurer and October 31, 1997
- - ------------------------------ Principal Financial and
James H. Langmead Accounting Officer
</TABLE>
*By: /s/ Hunter R. Hollar October 31, 1997
----------------------------------------
Hunter R. Hollar, Attorney in Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 The Sandy Spring Bancorp Dividend Reinvestment and Stock Purchase Plan is
set forth in full in the Prospectus, to which reference is made
4.2 Dividend Reinvestment and Stock Purchase Plan Authorization Form
5 Opinion of Kennedy, Baris & Lundy, L.L.P., with respect to the validity
of the Common Stock being registered
23.1 Consent of Stegman & Company, independent auditors
23.2 Consent of Kennedy, Baris & Lundy, L.L.P. (Contained in their opinion
filed as Exhibit 5 hereto)
24 Power of Attorney of certain directors and officers of Bancorp
99.1 Questions and Answers
99.2 Letter to Shareholders
<PAGE>
EXHIBIT 4.2
SANDY SPRING BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FOR DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Phone (H) (W)
------------------ ------------------
I hereby elect to participate in the Sandy Spring Bancorp Dividend
Reinvestment and Stock Purchase Plan (the "Plan") and appoint the Plan
Administrator as my agent, subject to the terms and conditions of the Plan set
forth in the Prospectus. I authorize the Plan Administrator to apply all cash
dividends payable to me on the shares of Sandy Spring Bancorp, Inc. held in my
name as it appears on this form, toward the purchase of shares (including
fractional shares) of Common Stock of Sandy Spring Bancorp, Inc. in accordance
with the Plan.
This authorization and appointment is given with the understanding that I may
terminate it at any time by notifying the Plan Administrator in writing.
This is NOT a PROXY
-----------
All persons whose names appear above
must sign this authorization
SHARES TO PARTICIPATE IN THE PLAN
I choose to participate in the Plan as follows (check one box):
<TABLE>
<CAPTION>
<S> <C> <C>
A. With all of my shares [ ]
OR
B. With fewer than all of my shares * [ ] (Number of Shares to Participate )
-------------
</TABLE>
* If you check the box after B, above, you must provide a number of shares to
participate in the Plan, and only that number of shares plus shares credited to
your Account under the Plan, (up to the total of shares Registered in your name
at a given Payable Date) will be deemed to participate in the Plan.
- - --------------------------------------------------------------------------------
STOCKHOLDER SIGNATURE DATE
- - --------------------------------------------------------------------------------
STOCKHOLDER SIGNATURE DATE
- - --------------------------------------------------------------------------------
STOCKHOLDER SIGNATURE DATE
IT IS NOT NECESSARY TO RETURN THIS FORM IF YOU ALREADY ARE ENROLLED IN THE PLAN
AND DO NOT WISH TO CHANGE THE NUMBER OF SHARES THAT PARTICIPATE IN THE PLAN.
(A self-addressed envelope is enclosed for your convenience.)
<PAGE>
Exhibit 5
October 31, 1997
Board of Directors
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832
RE: Sandy Spring Bancorp, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as special counsel to Sandy Spring Bancorp, Inc. ("Bancorp"),
in connection with the preparation of the Registration Statement on Form S-3 and
Post-Effective Registration Statement on Form S-3 (the "Registration Statement")
filed on October 31, 1997 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 237,140 authorized but unissued
shares of common stock, par value $1.00 per share ("Common Stock"), of Bancorp
which may be offered under Bancorp's Dividend Reinvestment and Stock Purchase
Plan (the "Plan"), as more fully described in the Registration Statement. You
have requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of laws as we have
deemed necessary for purposes of this opinion, and based thereon, we are of the
opinion that the Common Stock to be issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable, provided that the price paid for such Common Stock is not less
than the par value thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is part of the Registration Statement.
Very truly yours,
KENNEDY, BARIS & LUNDY, L.L.P.
By: /s/ James I. Lundy, III
---------------------------------------
James I. Lundy, III
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Sandy Spring Bancorp, Inc. (the "Company") and in
Registration Statement No. 33-57182 on Form S-8, of our report dated January 31,
1997, which appears on page 47 of the Annual Report to Shareholders of the
Company for the year ended December 31, 1996.
/s/ Stegman & Company
Towson, Maryland
October 31, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors of the Sandy Spring Bancorp, Inc.(the
"Registrant"), hereby severally constitute and appoint Hunter R. Hollar our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said person may deem necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with the
preparation and filing of a registration statement on Form S-3 and the
registration and sale of the securities described therein under the federal
securities laws and the laws of the various states, including specifically, but
not limited to, power and authority to sign for us in our names in the
capacities indicated below such registration statement; and we hereby approve,
ratify and confirm all that said person shall do or cause to be done by virtue
thereof.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John Chirtea Director August 27, 1997
- - -----------------------------
John Chirtea
/s/ Susan D. Goff Director August 27, 1997
- - -----------------------------
Susan D. Goff
/s/ Solomon Graham Director August 27, 1997
- - -----------------------------
Solomon Graham
/s/ Joyce R. Hawkins Director August 27, 1997
- - -----------------------------
Joyce R. Hawkins
/s/ Thomas O. Keech Director August 27, 1997
- - -----------------------------
Thomas O. Keech
/s/ Charles F. Mess Director August 27, 1997
- - -----------------------------
Charles F. Mess
/s/ Robert L. Mitchell Director August 27, 1997
- - -----------------------------
Robert L. Mitchell
/s/ Robert L. Orndorff, Jr. Director August 27, 1997
- - -----------------------------
Robert L. Orndorff, Jr.
/s/ David E. Rippeon Director August 27, 1997
- - -----------------------------
David E. Rippeon
/s/ Lewis R. Schumann Director August 27, 1997
- - -----------------------------
Lewis R. Schumann
/s/ W. Drew Stabler Chairman of the Board and Director August 27, 1997
- - -----------------------------
W. Drew Stabler
</TABLE>
<PAGE>
EXHIBIT 99.1
SANDY SPRING BANCORP, INC.
QUESTIONS AND ANSWERS REGARDING THE
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
=======================================
This pamphlet is provided to answer basic questions regarding the Plan. For
complete information, see the accompanying Prospectus of Bancorp dated October
31, 1997. Certain terms used below are defined in the Prospectus.
1. What is the purpose of the Plan?
The purpose of this Plan is to provide Shareholders with a convenient and
economical method of investing cash dividends and optional cash payments in
additional shares of Common Stock without payment of any brokerage commissions
or service charges. The Plan allows Shareholders to elect to become Participants
in the Plan and thereafter to receive their dividends, if and when declared by
the Board of Directors, in the form of Common Stock in lieu of cash
distributions.
2. What are the advantages of the Plan?
Shares may be purchased under the Plan either with reinvested cash dividends
on Bancorp Common Stock or with optional cash payments of up to $5,000 per
quarter, without payment of any brokerage or commission fees or service charges.
3. Are there any expenses to Participants in connection with purchases under the
Plan?
There are no brokerage fees or commissions or service charges under the Plan.
All administrative expenses of the Plan will be paid by Bancorp.
4. Who administers the Plan for Participants?
The Plan is administered by American Stock Transfer & Trust Company.
Any notices, questions or other communications relating to the Plan should
include the participant's account number and should be addressed to:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, NY 10005
Attention: Dividend Reinvestment Department
1-800-278-4353
5. Who may participate in the Plan?
Any Shareholder of record who submits a Shareholder Authorization Form in
accordance with the requirements of the Plan. If the Common Stock is not held of
record by the beneficial owner, the beneficial owner must make appropriate
arrangements for the Shareholder of record of such Common Stock to either become
a Participant or transfer the Common Stock to the name of the beneficial owner.
<PAGE>
6. Can I participate with just a portion of my shares?
Yes. An eligible Shareholder may participate with all, or only a portion, of
his or her shares of Common Stock. Dividends only on those shares that
participate in the Plan will be paid in the form of additional shares of Common
Stock. A Shareholder who desires to participate with less than all of his or her
shares must designate a number of shares to participate in the Plan. In the case
of such partial participation, dividends only on the number of shares designated
by the Participant plus dividends on shares credited to his or her Account under
the Plan, (up to the total of shares Registered in his name at a given Payable
Date) will be paid in additional shares of Common Stock.
7. Who is eligible to make optional cash payments?
Only Participants who have elected to have dividends reinvested under the
Plan may make optional cash payments.
8. What are the limits on optional cash payments?
Participants may make optional cash payments as often as once a quarter.
Bancorp customarily has paid cash dividends each quarter, in the months of
March, June, September and December. Nothing in the Plan should be construed as
providing any assurance that dividends will be declared by Bancorp in the
future, however.
The minimum optional cash payment is $100.00 per quarter, and the maximum
optional cash payment is $5,000.00 per quarter. The same amount of optional cash
payments need not be made each quarter, and there is no obligation to make
optional cash payments. Amounts received in excess of the maximum, or below the
minimum, will be returned to the Participant.
9. How are optional cash payments made?
A Participant who desires to make an optional cash payment should forward a
check or money order payable to the Plan Administrator for the amount of the
optional cash payment, with a Shareholder Authorization Form when enrolling, or
thereafter, with an executed Optional Cash Payment Form.
Optional cash payments must be received by the Plan Administrator at least
three (3) business days before the applicable Payable Date to be invested. No
interest will be paid on optional cash payments. Participants may request that
optional cash payments be returned to them prior to investment, provided that
the request is received by the Plan Administrator at least three (3) business
days before the next Payable Date.
Optional Cash Payment Forms will be included in statements of account sent to
Participants. The statements of account also will indicate when the optional
cash payments must be received to be reinvested at the next dividend, based upon
the expected Payable Date. Participants also may request Optional Cash Payment
Forms from the Plan Administrator. Optional cash payments must be received by
the Plan Administrator no more than thirty (30) days before a Payable Date.
---------------------------------------------------
Payments received more than thirty days before a Payable Date will be returned
to the Participant.
10. What will be the price of Common Stock purchased under the Plan?
The price per share of the Common Stock purchased under the Plan will be
the "fair market value" of the Common Stock. Under the Plan, the fair market
value is the highest bid price posted for Bancorp's Common Stock on the Nasdaq
National Market on the last trading day on which such prices are so reported
before the Payable Date. If there is no bid posted for a period of days before
the Payable date, the fair market value shall be determined by the Plan
Administrator on the basis of such market quotations as it deems appropriate.
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11. When will shares be credited to a Participant's Account?
On the Payable Date, which is the date cash dividends are paid to
Shareholders.
12. How many shares will be purchased for Participants?
Each Participant's Account will be credited with the number of whole and
fractional shares, equal to the dollar amount of the cash dividend declared per
share, times the number of the Participant's shares that participate in the
Plan, divided by the fair market value per share of Common Stock. In addition,
the account of each Participant who has properly delivered an optional cash
payment under the Plan will be credited with the number of whole and fractional
shares equal to the optional cash payment divided by the fair market value per
share of Common Stock. The number of shares to be purchased cannot be determined
until the cash dividends are declared and the fair market value has been
determined.
13. Will certificates be issued for shares purchased under the Plan?
Participants may obtain certificates for all or some of the whole shares of
Common Stock credited to their Accounts upon written request to the Plan
Administrator. Any remaining whole or fractional shares will continue to be
held by the Plan Administrator. Withdrawal of shares in the form of a
certificate does not remove the shares from participating in the Plan, and
dividend reinvestment will continue with respect to such shares. To remove
shares from participation in the Plan, the Participant must withdraw from the
Plan or change the designation for shares participating in the Plan to exclude
that number of shares.
14. How does a Participant withdraw from the Plan?
Participation in the Plan is entirely voluntary, and a Participant may
request to withdraw from the Plan in whole or in part at any time by notifying
the Plan Administrator in writing.
15. How will a Participant's shares be voted at meetings of Shareholders?
Prior to each meeting, each Participant will receive a proxy card covering
all shares of Common Stock held in the Participant's Account under the Plan and
those shares registered in the Participant's name.
16. May the Plan be changed or discontinued?
Although Bancorp intends to continue the Plan in the future, Bancorp
reserves the right to amend, suspend, modify or terminate the Plan at any time.
Upon termination of the Plan by Bancorp, certificates for whole shares held in a
Participant's Account under the Plan will be issued and a cash payment will be
made for any fractional share.
17. How will Participants be advised of the shares owned by them in the Plan?
Each Participant will be furnished with a detailed statement of his or her
Account after each Payable Date. These statements should be retained by the
Participant as an ongoing statement of his or her Account under the Plan and for
income tax purposes.
Any questions or requests for assistance concerning the Plan or for
additional copies of the Prospectus or Shareholder Authorization Form should be
directed to the Plan Administrator at the above address.
THE INFORMATION IN THIS PAMPHLET IS EXPRESSLY QUALIFIED BY REFERENCE TO THE
===========================================================================
PROSPECTUS DATED OCTOBER 31, 1997.
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EXHIBIT 99.2
SANDY SPRING BANCORP, INC.
17801 Georgia Avenue
Olney, Maryland 20832
October 31, 1997
Dear Shareholder:
Sandy Spring Bancorp, Inc. is pleased to announce a change in the Dividend
Reinvestment Plan which will permit optional cash purchases. This enhancement
allows you to purchase additional Sandy Spring Bancorp shares without paying
service charges or brokerage commissions on those shares purchased under the
plan. Following the payable date of each dividend, each participant will receive
a statement of his or her account showing particulars of the transaction. The
enclosed Question and Answer brochure and prospectus give additional details of
the plan, including further information on this new feature.
American Stock Transfer & Trust Company has been appointed the new Transfer
Agent for Bancorp Common Stock and the Plan Administrator for Sandy Spring
Bancorp's Dividend Reinvestment and Stock Purchase Plan (the "Plan"). The Plan
is completely voluntary, and you may terminate your participation at any time.
Another change made to the original Dividend Reinvestment Plan is that you may
choose to participate with all or only a portion of the shares of Common Stock
registered in your name.
IF YOU DECIDE NOT TO PARTICIPATE IN THE PLAN, no action is necessary and you
will continue to receive your dividends as declared by Bancorp.
IF YOU ALREADY PARTICIPATE IN THE PLAN AND DO NOT WISH TO MAKE ANY CHANGES, no
action is necessary, and you will continue to receive all of the dividends on
Common Stock registered in your name in the form of additional shares of Common
Stock.
IF YOU WISH TO BEGIN PARTICIPATING IN THE PLAN, OR IF YOU ALREADY PARTICIPATE,
BUT DESIRE TO CHANGE THE PORTION OF YOUR SHARES FOR WHICH DIVIDENDS ARE RECEIVED
IN ADDITIONAL SHARES OF COMMON STOCK, please return the enclosed Authorization
Form to American Stock Transfer and Trust Company in the enclosed envelope.
IF YOU ALREADY PARTICIPATE IN THE PLAN, OR YOU ARE BEGINNING PARTICIPATION NOW,
AND YOU WANT TO MAKE AN OPTIONAL CASH PURCHASE THIS QUARTER, please return the
enclosed Optional Cash Purchase Form with payment, as specified on the form, to
American Stock Transfer and Trust Company in the enclosed envelope
If you have additional questions, please call Margie Holsinger or Ann Brow at
(301) 774-8498 or the American Stock
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Transfer & Trust Company, Dividend Reinvestment Department, at (800) 278-4353.
As always, we appreciate your support.
Sincerely,
Hunter R. Hollar
President and
Chief Executive Officer
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