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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WSFS FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-2866913
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
838 MARKET STREET, WILMINGTON, DELAWARE 19899
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(Address of Principal Executive Offices) (Zip Code)
WSFS CAPITAL TRUST I
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 51-6511832
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
c/o WSFS FINANCIAL CORPORATION
838 MARKET STREET, WILMINGTON, DELAWARE 19899
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), please check
the following box. [ ]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check
the following box. [ ]
Securities Act registration file number to which this form
relates: 333-56015; 333-56015-01
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the
Act: NONE
Securities to be registered pursuant to Section 12(g) of the
Act:
FLOATING RATE CUMULATIVE TRUST PREFERRED SECURITIES
OF WSFS CAPITAL TRUST I
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(Title of Class)
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GUARANTEE OF WSFS FINANCIAL CORPORATION WITH RESPECT
TO THE FLOATING RATE CUMULATIVE TRUST PREFERRED
SECURITIES OF WSFS CAPITAL TRUST I
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(Title of Class)
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NOTE: This Form 8-A/A is being filed to amend the Form 8-A
for registration of the above securities to include the
First Amendment to the Amended and Restated Trust
Agreement of WSFS Capital Trust I as an exhibit.
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ITEM 2. EXHIBITS.
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Number Description
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4.1 Certificate of Trust of WSFS Capital Trust I
(incorporated by reference to Exhibit 4.2 to
the Registration Statement on Form S-3,
Registration Nos. 333-56015, 333-56015-01 and
333-56015-02 filed by WSFS Financial
Corporation, WSFS Capital Trust I and WSFS
Capital Trust II (the "Registration
Statement"))
4.2 Trust Agreement of WSFS Capital Trust I
(incorporated by reference to Exhibit 4.4 to
the Registration Statement)
4.3 Amended and Restated Trust Agreement of WSFS
Capital Trust I (incorporated by reference to
Exhibit 4.1 to WSFS Financial Corporation's
Current Report on Form 8-K/A, dated November
20, 1998 (the "Form 8-K/A"))
4.4 Form of Trust Preferred Security Certificate
of WSFS Capital Trust I (incorporated by
reference to Exhibit 4.3 to the Form 8-K/A)
4.5 Trust Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.3 to
the Form 8-K/A)
4.6 Form of Junior Subordinated Indenture between
WSFS Financial Corporation and Wilmington
Trust Company, as trustee (incorporated by
reference to Exhibit 4.1 to the Registration
Statement)
4.7 Officers' Certificate and Company Order for
Floating Rate Junior Subordinated Debentures
due December 1, 2028 (incorporated by
reference to Exhibit 4.2 to the Form 8-K/A)
4.8 Form of Floating Rate Junior Subordinated
Debenture (incorporated by reference to
Exhibit 4.5 to the Form 8-K/A)
4.9 First Amendment to the Amended and Restated
Trust Agreement of WSFS Capital Trust I
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
WSFS FINANCIAL CORPORATION
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(Registrant)
Date: November 30, 1999 By: /s/ Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman and President
WSFS CAPITAL TRUST I
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(Registrant)
Date: November 30, 1999 By: /s/ Marvin N. Schoenhals
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Marvin N. Schoenhals
Administrative Trustee
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Exhibit 4.9
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FIRST AMENDMENT
TO THE
AMENDED AND RESTATED
TRUST AGREEMENT
AMONG
WSFS FINANCIAL CORPORATION, as Depositor,
WILMINGTON TRUST COMPANY,
AS PROPERTY TRUSTEE,
WILMINGTON TRUST COMPANY,
AS DELAWARE TRUSTEE,
AND
THE ADMINISTRATIVE TRUSTEES NAMED THEREIN
DATED AS OF NOVEMBER 20, 1998
WSFS CAPITAL TRUST I
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THIS FIRST AMENDMENT (the "First Amendment") to the Amended
and Restated Trust Agreement, dated as of November 20, 1998,
among (i) WSFS Financial Corporation, a Delaware corporation
(including any successors or assigns, the "Depositor"), (ii)
Wilmington Trust Company, a Delaware banking corporation, as
property trustee (the "Property Trustee") and as Delaware
trustee (the "Delaware Trustee"), (iii) Marvin N. Schoenhals, an
individual, Mark A. Turner, an individual, and David J. Martin,
an individual (each, an "Administrative Trustee" and
collectively, the "Administrative Trustees") (the Property
Trustee, the Delaware Trustee and the Administrative Trustees
referred to collectively as the "Trustees") and the several
Securityholders (the "Amended and Restated Trust Agreement") is
made and entered into by the Trustees on the date hereinbelow
written to become effective as provided in Section 1.2 hereof.
All terms not otherwise defined herein shall have the meanings
given them in the Amended and Restated Trust Agreement.
WITNESSETH
WHEREAS, the Depositor, the Property Trustee and the
Delaware Trustee have heretofore duly declared and established a
business trust pursuant to the Delaware Business Trust Act by
entering into that certain Trust Agreement, dated as of May 28,
1998 (the "Original Trust Agreement"), and by the execution and
filing by the Administrative Trustees and the Delaware Trustee
with the Secretary of State of Delaware of the Certificate of
Trust, filed May 28, 1998; and
WHEREAS, the Depositor and the Trustees subsequently
amended and restated in its entirety the Original Trust
Agreement, effective as of November 20, 1998, pursuant to the
Amended and Restated Trust Agreement; and
WHEREAS, the Depositor and the Administrative Trustees (i)
believe there is an ambiguity in the description of the method
for calculation of interest contained in Section 4.1(a)(ii) of
the Amended and Restated Trust Agreement, (ii) desire to cure
such ambiguity by clarifying that interest will be calculated on
the basis of actual days elapsed and a 360-day year, and (iii)
have determined that such action shall not adversely affect in
any material respect the interests of any Securityholder; and
WHEREAS, pursuant to Section 10.2(a) of the Amended and
Restated Trust Agreement, the Amended and Restated Trust
Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Delaware Trustees,
without the consent of Securityholders to, among other items,
cure any ambiguity or correct or supplement any provision
therein which may be inconsistent with any other provision
therein provided that such action shall not adversely affect in
any material respect the interests of any Securityholder; and
WHEREAS, pursuant to Section 10.2(a) of the Amended and
Restated Trust Agreement, any such amendment shall be effective
when notice thereof is given to the Securityholders.
NOW, THEREFORE, in consideration of the agreements and
obligations set forth in the Amended and Restated Trust
Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each
party, for the benefit of the other parties and for the benefit
of the Securityholders, hereby amends the Amended and Restated
Trust Agreement as follows (all defined terms not otherwise
defined herein are as defined in the Amended and Restated Trust
Agreement):
1.1 AMENDMENT. Section 4.1(a)(ii) of the Amended and
Restated Trust Agreement is hereby amended in its
entirety to read as follows:
(ii) Assuming payments of interest on the
Debentures are made when due (and before giving effect to
Additional Amounts, if applicable), Distributions on the
Trust Securities shall be payable at a rate per annum
reset quarterly equal to 3-month LIBOR plus 250 basis
points of the Liquidation Amount of the Trust Securities.
The Distribution Rate on the Trust Preferred Securities
for any Distribution Period will be effective as of the
first day of such Distribution Period. The Distribution
Rate on the Trust Preferred Securities for each
Distribution Period will be determined on the
Determination Date for such Distribution Period and be a
per
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annum rate equal to 3-month U.S. dollar LIBOR plus 250
basis points. The amount of Distributions payable for any
full period shall be computed on the basis of actual days
elapsed and a 360-day year. The amount of Distributions
for any partial period shall be computed on the basis of
the actual days elapsed and a 360-day year. The amount of
Distributions payable for any period shall include the
Additional Amounts, if any.
1.2 EFFECTIVENESS. The foregoing amendment shall become
effective when notice in the form attached hereto shall have
been given to Securityholders in accordance with Section 10.8 of
the Amended and Restated Trust Agreement.
1.3 REMAINDER OF AMENDED AND RESTATED TRUST AGREEMENT
UNAFFECTED. Except as otherwise provided herein, all other
terms of the Amended and Restated Trust Agreement shall remain
in full force and effect.
1.4 NOTICE TO DEPOSITOR. Upon the effectiveness of this
First Amendment, the Administrative Trustees shall promptly
provide a copy thereof to the Depositor in accordance with
Section 10.2(f) of the Amended and Restated Trust Agreement.
1.5 COUNTERPARTS. This First Amendment may be executed
in one or more counterparts.
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IN WITNESS WHEREOF, the undersigned have caused these
present to be executed as of this 30th day of November, 1999.
WILMINGTON TRUST COMPANY,
as Property Trustee
By: /s/ David A. Vanaskey, Jr.
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Name: David A. Vanaskey, Jr.
Title: Vice President
WILMINGTON TRUST COMPANY,
as Delaware Trustee
By: /s/ David A. Vanaskey, Jr.
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Name: David A. Vanaskey, Jr.
Title: Vice President
/s/ Marvin N. Schoenhals
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Marvin N. Schoenhals,
as Administrative Trustee
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/s/ Mark A. Turner
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Mark A. Turner,
as Administrative Trustee
/s/ David J. Martin
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David J. Martin,
as Administrative Trustee
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[FORM OF NOTICE]
N O T I C E
To: All Registered Holders of the Floating Rate
Cumulative Trust Preferred Securities of WSFS
Capital Trust I
From: Wilmington Trust Company as Delaware Trustee and
Property Trustee of WSFS Capital Trust I
Date: November 30, 1999
Re: First Amendment to the Amended and Restated Trust
Agreement of WSFS Capital Trust I
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Notice is hereby given that effective as of the date
hereof, the Amended and Restated Trust Agreement of WSFS Capital
Trust I (the "Trust Agreement") has been amended pursuant to
Section 10.2(a) thereof to clarify an ambiguity in Section 4.1
regarding the method for calculating interest on the Floating
Rate Cumulative Trust Preferred Securities issued by WSFS
Capital Trust I. The First Amendment clarifies that the method
used to calculate interest is actual days elapsed over a 360 day
year. A copy of the First Amendment is attached hereto. In
accordance with Section 10.2(a) of the Trust Agreement, the
First Amendment shall become effective when notice is given to
holders.
Any questions with respect to the First Amendment may be
directed to Robert A. Kuehl, Managing Vice President and
Controller, WSFS Financial Corporation at (302) 571-7142.
