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As filed with the Securities and Exchange Commission on
December 19, 1996, Registration No. 33_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTER BANKS INCORPORATED
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 33 East Genesee Street 16-1368745
(State or jurisdiction of Skaneateles, New York 13152 (I.R.S. Employer
incorporation or organization) (315) 685-2265 Identification No.)
(Address, including zip code, and
telephone number, including area code, of
Registrant's principal executive offices)
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</TABLE>
Gary L. Karl, Esq.
Harter, Secrest & Emery
431 East Fayette Street
Syracuse, New York 13202
(315) 474-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
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 under 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 filed 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Amount To Be Offering Price Aggregate Registration
Title of Shares to be Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock, par value $.01 per share 75,000 $16.25 $1,218,750.00 $369.32
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<FN>
(1)Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act of
1933 and based upon the high and low prices of the shares of the
Registrant's common stock, par value $.01 per share ("Common Stock"), as
reported on the NASDAQ National Market System on December 17, 1996.
</TABLE>
Pursuant to Rule 416(a), there are also being registered hereby such
additional indeterminate number of shares of such Common Stock as may become
issuable by reason of stock splits, stock dividends, or similar transactions.
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PROSPECTUS
CENTER BANKS INCORPORATED
DIVIDEND REINVESTMENT PLAN
75,000 SHARES
COMMON STOCK
The Dividend Reinvestment Plan (the "Plan") of Center Banks Incorporated
(the "Company") provides owners of the Company's common stock, par value $.01
per share (the "Common Stock"), with a convenient and economical method of
investing cash dividends in additional shares of Common Stock of the Company
without payment of any brokerage commissions or service charges. A participant
in the Plan may purchase additional shares of Common Stock from the Company by
automatically reinvesting any cash dividends paid on shares of Common Stock. A
discount of five percent (5%) from the Market Price (as defined below) will
apply to the reinvestment of cash dividends under the Plan.
To enroll in the Plan, read the foregoing Prospectus in its entirety and
simply complete the enclosed Authorization Card and return it in the envelope
provided. Shares of Common Stock held by a broker or nominee must be transferred
to ownership in the name of the stockholder in order to be eligible for the
Plan.
This Prospectus relates to 75,000 authorized and unissued shares of the
Common Stock registered for sale under the Plan, together with any additional
shares of Common Stock resulting from any stock splits, dividends or similar
transactions. Stockholders who do not elect to participate in the Plan will
continue to receive dividends, as declared and paid. Participants in the Plan
will have their dividends, as declared and paid, automatically reinvested in
Company Common Stock as further described herein. Participants should retain
this Prospectus for future reference.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 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.
___________________
This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus, in
connection with the offering made hereby, and if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that information herein
is correct as of any time subsequent to the date hereof.
The date of this Prospectus is December 17, 1996.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Information, as of
particular dates, concerning directors and officers, their remuneration, options
granted to them, the principal holders of securities of the Company and any
material interest of such persons in transactions with the Company is disclosed
in reports and proxy statements distributed to stockholders of the Company and
filed with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities of the Commission
at 450 Fifth Street, N.W., Washington, DC 20549 and at the Commission's regional
offices in New York City, 75 Park Place, Room 1400, New York, New York 10007 and
Chicago, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, DC 20549, upon
payment of prescribed rates. The Commission also maintains a Web site at
"http://www.sec.gov" where such material filed electronically by registrants can
be examined.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all amendments and exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock being offered pursuant to
this Prospectus. This Prospectus does not contain all of the information set
forth in the Registration Statement. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement, including the exhibits thereto and documents
incorporated by reference therein. Statements contained in this Prospectus are
necessarily summaries of such documents and each such statement is qualified in
its entirety by reference to the copy of the applicable document on file with
the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus as of their respective filing
dates:
(1) Annual Report on Form 10-K for the year ended December 31, 1995,
filed pursuant to Section 13 of the Exchange Act;
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996, filed pursuant to Section 13 of the
Exchange Act;
(3) Proxy Statement on Schedule 14A dated April 16, 1996, filed pursuant
to Section 14 of the Exchange Act; and
(4) Current Report on Form 8-K dated January 2, 1996, Current Report on
Form 8-K dated February 2, 1996, Current Report on Form 8-K dated February 5,
1996, Current Report on Form 8-K00 dated February 6, 1996 and Current Report on
Form 8-K/A dated April 18, 1996, filed pursuant to Section 13 of the Exchange
Act.
All reports subsequently filed by the Company pursuant to Sections 13(a)
and (c) of the Exchange Act, any definitive proxy or information statements
filed pursuant to Section 14 of the Exchange Act in connection with any
subsequent stockholders' meeting and any reports filed pursuant to Section 15(d)
of the Exchange Act prior to the termination of the offering made hereby shall
be deemed incorporated by reference into this Prospectus and to be made a part
hereof from the date of
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filing of such documents. In lieu of incorporating by reference the description
of the Common Stock which is contained in a registration statement under the
Exchange Act, such description is included in this Prospectus. See "Description
of the Common Stock."
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 such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than certain
exhibits to such documents). Written requests should be directed to Center Banks
Incorporated, Attention: J. Daniel Mohr, Treasurer, P.O. Box 460, Skaneateles,
New York 13152. Requests may also be made by telephone at (315) 685-2265.
CENTER BANKS INCORPORATED
The Company is a Delaware corporation incorporated in January of 1988
and registered as a bank holding company under the Bank Holding Company Act of
1956. The principal office of the Company is located at the Skaneateles Bank
Building, 33 East Genesee Street, Skaneateles, New York 13152. The Company's
telephone number is (315) 685-2265. The Company's Common Stock is traded on the
National Association of Securities Dealers Automated Quotation National Market
System ("NASDAQ") under the symbol "CTBK."
The Company's principal subsidiary is Skaneateles Savings Bank (the
"Bank"). The Bank is a savings bank chartered under the laws of the State of New
York and is engaged in a general commercial and retail banking business serving
individuals and businesses in the vicinity of Syracuse, New York.
DESCRIPTION OF THE PLAN
THE PLAN
The Plan was approved by the Company's Board of Directors effective as
of the date hereof and applies to any cash dividends paid by the Company on its
Common Stock on and after the date hereof. The Plan, attached hereto as EXHIBIT
A, as well as the description of the terms of the Plan contained in this
Prospectus constitutes a description of how the Plan will apply to Participants
(as defined in Question 1). The Company can provide no assurances as to whether
cash dividends on the Common Stock will be paid and, if so paid, what the amount
of any such dividends will be.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides eligible holders of Common Stock who wish to
participate in the Plan (each a "Participant") with a convenient and economical
method of automatically reinvesting cash dividends paid on their shares of
Common Stock in additional shares of Common Stock, at a five percent (5%)
discount from the Market Price (as defined in Question 10) and without payment
of any brokerage commissions or service charges. The Plan is intended to benefit
long-term investors who wish to increase their investment in the Company's
Common Stock.
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ADVANTAGES
2. What are the advantages of the Plan?
(a) The Plan provides Participants with the opportunity to
reinvest cash dividends paid on their shares of Common Stock in additional
shares of Common Stock at ninety-five percent (95%) of the Market Price (as
defined in Question 10).
(b) No brokerage commissions or service charges are paid by
Participants in connection with any purchase of shares of Common Stock under the
Plan.
(c) All cash dividends paid on Participants' shares of Common
Stock can be fully invested in additional shares of Common Stock because the
Plan permits fractional share interests to be credited to Plan accounts.
Dividends on such fractional share interests, as well as on whole shares, will
also be reinvested in additional shares of Common Stock, which will be credited
to Plan accounts.
(d) The Plan Administrator (as defined in Question 3), at no
charge to Participants, provides for the safekeeping of stock certificates for
shares of Common Stock credited to each Plan account.
(e) Periodic statements reflecting all current activity,
including Common Stock purchases and latest Plan account balance, simplify
record keeping for Participants.
ADMINISTRATION
3. Who administers the Plan for Participants?
A plan administrator (the "Plan Administrator") will administer
the Plan, keep records, send statements of account to each Participant and
perform other duties related to the Plan. The Company has selected Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016 to serve as the
Plan Administrator. Shares of Common Stock purchased for each Participant under
the Plan will be held in safekeeping by or through the Plan Administrator until
such Participant terminates his or her participation in the Plan or until a
written request is received from such Participant for issuance of a stock
certificate for all or a portion of his or her shares of Common Stock, as more
fully explained in Questions 17 and 21.
The Company may adopt rules and regulations to facilitate
administration of the Plan as it deems necessary and has the right to replace
the Plan Administrator at any time.
PARTICIPATION
4. Who is eligible to participate?
Stockholders whose shares of Common Stock are registered in their
own names on the stock transfer book of the Company ("Registered Owners") and
who own a minimum of one (1) share of Common Stock are eligible to participate
in the Plan. Stockholders who beneficially own shares of Common Stock that are
registered in a name other than their own (i.e., in the name of a broker, bank
or other nominee) ("Beneficial Owners") must become Registered Owners by having
such shares of Common Stock transferred into their own names to participate in
the Plan. See Questions 5, 6 and 7.
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The right to participate in the Plan is not transferable to
another person apart from a transfer of a Participant's underlying shares of
Common Stock. Stockholders who reside in jurisdictions in which it is unlawful
for the Company to permit their participation are not eligible to participate in
the Plan. The Company also reserves the right to exclude stockholders who reside
in jurisdictions which require registration of the Common Stock or of the
Company's officers, directors or employees as agents in connection with sales
pursuant to the Plan.
5. How does an eligible holder of the Common Stock enroll in the
Plan and become a Participant?
A Registered Owner may enroll in the Plan by completing and
signing an Authorization Card and returning it to the Plan Administrator. If a
Participant's shares of Common Stock are registered in more than one name (e.g.,
joint tenants or trustees), all Registered Owners of such shares of Common Stock
must sign the Authorization Card exactly as their names appear on the account
registration. See Questions 6 and 7.
BY RETURNING A PROPERLY EXECUTED AUTHORIZATION CARD TO THE PLAN
ADMINISTRATOR, A STOCKHOLDER WILL BE DEEMED TO INDICATE THE INTENTION OF
APPLYING ALL CASH DIVIDENDS TOWARD THE PURCHASE OF ADDITIONAL SHARES OF COMMON
STOCK. A STOCKHOLDER MAY NOT ELECT TO PARTICIPATE AS TO ONLY A PORTION OF HIS OR
HER SHARES OF COMMON STOCK.
Written requests for Authorization Cards should be directed to
the Plan Administrator at:
Registrar and Transfer Company
Dividend Reinvestment Plans
10 Commerce Drive
Cranford, New Jersey 07016
Telephone: 1-800-368-5948
6. What does the Authorization Card provide?
The Authorization Card appoints the Plan Administrator as agent
for the Participant and directs the Company to pay to the Plan Administrator any
cash dividends on all shares of Common Stock owned by the Participant on the
applicable record date ("Participating Shares"), as well as on all whole shares
of Common Stock and fractional share interests credited to a Participant's Plan
account ("Plan Shares"). The Authorization Card also directs the Plan
Administrator to purchase additional shares of Common Stock on the Investment
Date (as defined in Question 12) with such dividends and directs the Plan
Administrator to automatically reinvest any subsequent dividends on Plan Shares.
Dividends will continue to be reinvested on all Participating Shares and all
Plan Shares until the Participant specifies otherwise or terminates
participation, or the Plan is terminated. See Question 5 for additional
information about the Authorization Card.
Once a Participant submits an Authorization Card, any future cash
dividends will be reinvested on all Participating Shares and on all Plan Shares
held in a Participant's Plan account until a Participant withdraws from the
Plan, or until the Plan is terminated. If a Participant would prefer to receive
cash payments for dividends paid rather than reinvest such dividends, the
Participant must withdraw from the Plan by written notification to the Plan
Administrator. See Question 21 regarding notification of termination to the Plan
Administrator.
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7. Which stockholders may use the Authorization Card?
The Authorization card is designed to be used by eligible
stockholders whose shares of Common Stock are registered in their names. See
Question 4 regarding stockholders eligible to participate in the Plan.
8. When may an eligible stockholder enroll in the Plan?
Eligible stockholders may enroll in the Plan at any time. After
an Authorization Card is received by the Plan Administrator, a Participant will
remain enrolled in the Plan until he or she withdraws from the Plan or until the
Plan is terminated. See Questions 21 and 28 regarding termination of the Plan.
9. When is a Participant's enrollment in the Plan effective?
For enrollment to be effective with respect to a particular cash
dividend, an Authorization Card must be received from a stockholder at least
five (5) business days before the record date established for such dividend. If
the Authorization Card is received after that date, the reinvestment of
dividends will begin on the Investment Date (as defined in Question 12)
following the next dividend record date, provided that such stockholder is still
an eligible stockholder.
PURCHASES
10. What will be the price to Participants of shares of Common Stock
purchased under the Plan?
The price per share of Common Stock purchased under the Plan will
be ninety-five percent (95%) of the Market Price, as determined in the relevant
Pricing Period, computed to three decimal places. "Market Price" means the
simple average of the daily high and low sale prices, computed to three decimal
places, at which the Common Stock is traded, as quoted on NASDAQ during a
Pricing Period. The last five (5) Trading Days preceding an Investment Date (as
defined in Question 12) constitutes the relevant "Pricing Period." A "Trading
Day" means a day on which (i) NASDAQ is open for the trading of securities, and
(ii) Common Stock is actually traded.
11. When will shares of Common Stock be purchased under the Plan?
Purchases of shares of Common Stock from the Company will be made
on the relevant Investment Date (as defined in Question 12).
NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR
ON ANY DIVIDENDS HELD PENDING REINVESTMENT.
12. What are the record dates and Investment Dates for dividend
reinvestments?
An Authorization Card requesting reinvestment of cash dividends
must be received by the Plan Administrator at least five (5) business days
before the record date established for a particular dividend. The record date
for any dividend is established by the Company. If an Authorization Card is
received by the Plan Administrator after the record date established for a
particular dividend, reinvestment of dividends will begin on the Investment Date
following the next dividend record date, provided that such stockholder is still
an eligible stockholder. The "Investment Date" is the date the dividend is
actually paid by the Company.
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13. How will the number of shares of Common Stock purchased for a
Participant be determined?
A Participant's Plan account will be credited with that number of
shares of Common Stock, plus fractional share interests computed to four decimal
places, equal to the total dividends to be invested on behalf of such
Participant divided by the purchase price per share of Common Stock as
calculated pursuant to the method described in Questions 10, 11, 12 and 14. The
total amount to be invested will depend on the amount of any dividends paid on
the number of Participating Shares and Plan Shares in such Participant's Plan
account.
THE PLAN DOES NOT REFLECT A CHANGE IN THE COMPANY'S DIVIDEND
POLICY OR A GUARANTEE OF ANY FUTURE DIVIDENDS, WHICH WILL CONTINUE TO BE
DETERMINED BY THE BOARD OF DIRECTORS BASED UPON THE COMPANY'S, AND THE BANK'S,
RESULTS OF OPERATIONS, FINANCIAL CONDITION, REGULATORY REQUIREMENTS AND OTHER
FACTORS.
14. What is the source of the Common Stock purchased under the Plan?
Common Stock will be purchased directly from the Company. Common
Stock purchased pursuant to the Plan will be either authorized but unissued
shares or shares held in the Company's treasury.
COSTS
15. Are there any expenses to Participants in connection with their
participation in the Plan?
Participants will incur no brokerage commissions or service
charges for purchases of shares of Common Stock made under the Plan. All costs
of administration of the Plan will be paid by the Company. However, Participants
who request that the Plan Administrator sell their shares of Common Stock or
fractional share interests in the event of the withdrawal of shares of Common
Stock from the Plan (see Questions 18 and 21) must pay a termination fee of
$20.00, all applicable transfer taxes and any brokerage commissions incurred as
a result of the sale.
REPORTS TO PARTICIPANTS
16. What kinds of reports will be sent to Participants?
As soon as practical after each purchase of shares of Common
Stock on behalf of a Participant, a statement of account will be mailed to such
Participant. The statement of account, which provides a record of account
activity and indicates the cost of such Participant's purchases under the Plan,
should be retained for tax purposes. In addition, each Participant will receive,
from time to time, communications sent to every other holder of Common Stock.
Each Participant will receive annually Internal Revenue Service
information (on Form 1099 or any successor form) for reporting dividend income
received and costs paid by the Company on behalf of the Participant.
CERTIFICATES FOR SHARES OF COMMON STOCK
17. Will certificates be issued for shares of Common Stock purchased?
No. Shares of Common Stock purchased pursuant to the Plan will be
held in the name of the Plan Administrator or its nominee. This service protects
against the loss, theft or destruction
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<PAGE> 9
of stock certificates evidencing such shares of Common Stock. However, stock
certificates will be issued to any Participant upon written request. See
Questions 18 and 21. The number of shares of Common Stock purchased for a
Participant's account under the Plan will be indicated on such Participant's
statement of account. See Question 16.
A Participant also has the option to deliver to the Plan for
safekeeping stock certificates registered in his or her name that are subject to
the Plan. A Participant may deliver such certificates to the Plan Administrator
along with the Authorization Card when enrolling in the Plan, or may do so at
any time thereafter while participating in the Plan. Stock certificates must be
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Plan Administrator duly executed by, the Participant (or his
attorney duly authorized in writing) when delivered to the Plan for safekeeping.
The Plan Administrator reserves the right to maintain shares of Common Stock
represented by such stock certificates in its name or in the name of its
nominee.
Each Plan account is maintained in the name in which the related
Participant's stock certificates were registered at the time of enrollment in
the Plan. Stock certificates for whole shares of Common Stock purchased under
the Plan will be similarly registered when issued upon a Participant's request.
A Participant who wishes to pledge shares of Common Stock credited to such
Participant's Plan account must first withdraw such shares of Common Stock from
the Plan account.
WITHDRAWAL OF SHARES OF COMMON STOCK IN PLAN ACCOUNTS
18. How may shares of Common Stock be withdrawn from the Plan?
Shares of Common Stock purchased pursuant to the Plan are
credited to a Participant's account and may be withdrawn by a Participant by
notifying the Plan Administrator in writing, specifying the number of shares of
Common Stock to be withdrawn. A stock certificate for the number of whole shares
of Common Stock so withdrawn will be issued to and registered in the name of the
Participant. In no case will stock certificates be issued for fractional share
interests credited to a Participant's Plan account. Upon termination of
participation in the Plan and payment of the $20.00 termination fee, a
Participant will receive a check for the value of any fractional share
interests. See Question 21 for a description of how such fractional share
interests will be valued upon termination.
19. Will dividends on shares of Common Stock withdrawn from the Plan
continue to be reinvested?
Yes, cash dividends with respect to shares of Common Stock
withdrawn from a Participant's account will continue to be reinvested.
20. Will dividends on a Participant's Plan Shares continue to be
reinvested if the Participant sells or transfers his or her
shares of Common Stock?
Even if a Participant sells or transfers all of the shares of
Common Stock registered in such Participant's name, the Plan Administrator will
continue to reinvest dividends on the Plan Shares held for the Participant's
Plan account until a written request for withdrawal from the Plan and a
termination fee of $20.00 is received from the Participant. A Participant must
maintain a balance in his or her Plan account in order to continue to
participate in the Plan.
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<PAGE> 10
TERMINATION OF PARTICIPATION
21. How and when may a Participant terminate participation in the
Plan?
Participation in the Plan may be terminated at any time by
providing written notice to the Plan Administrator at least five (5) business
days before the next record date. Participation in the Plan will also be
terminated if the Plan Administrator receives written notice of the death or
adjudicated incompetency of a Participant at least five (5) business days before
the next record date for a dividend payment. In the event written notice of
termination, death or adjudicated incompetency is received by the Plan
Administrator less than five (5) business days before the next record date for a
dividend payment, shares of Common Stock will be purchased for the Participant
with the related cash dividend and participation in the Plan will not terminate
until after such dividend has been reinvested. Upon termination by reason of
notice of death or adjudicated incompetency, no purchase of shares of Common
Stock will be made for the Participant's Plan account and the Participant's
shares of Common Stock and any cash dividends paid thereon will be retained by
the Plan Administrator until such time as such Participant's legal
representative has been appointed and has furnished proof satisfactory to the
Plan Administrator of the legal representative's rights to receive payment.
Upon termination of participation in the Plan and receipt of the
$20.00 termination fee, unless a Participant has requested that all of the
shares of Common Stock held in his or her account be sold, the Plan
Administrator will send to such Participant a stock certificate for the number
of whole shares of Common Stock in such Participant's Plan account and a check
in an amount equal to the value of any fractional share interests, based upon
the average of the high and low sale price of the Common Stock as reported on
NASDAQ for the Trading Day (as defined in Question 10) on which written notice
from a Participant is received by the Plan Administrator, less any applicable
transfer taxes.
Upon termination of participation in the Plan and the receipt of
the $20.00 termination fee, Participants who do not wish to receive a stock
certificate for the number of whole shares of Common Stock in their Plan account
may request that all of those shares of Common Stock be sold. If such a request
is made, the sale will be made by the Plan Administrator at the prevailing
market price as soon as practical after such request is received. The
Participant will receive the proceeds of the sale, less any applicable transfer
taxes and brokerage commissions incurred in connection with the sale.
RIGHTS OFFERINGS, STOCK DIVIDENDS AND STOCK SPLITS
22. If the Company has a rights offering, how will the rights on Plan
Shares be handled?
Participation in any rights offering will be based upon both
shares of Common Stock registered in a Participant's name and any whole Plan
Shares credited to such Participant's Plan account.
23. What happens if the Company issues a dividend payable in stock or
declares a stock split?
Any stock dividends or split shares distributed by the Company on
Participating Shares and Plan Shares will be credited pro rata to each
Participant's account.
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VOTING RIGHTS
24. How will the Plan Administrator vote shares of Common Stock
credited to a Participant's Plan account at stockholders'
meetings?
For each meeting of stockholders, a Participant will receive
proxy materials that will enable the Participant to vote both the shares of
Common Stock registered in the Participant's name directly and whole shares of
Common Stock credited to the Participant's Plan account. If a Participant so
elects, he or she may vote all whole shares of Common Stock held for his or her
Plan account under the Plan in person at the Company's stockholders' meeting.
FEDERAL INCOME TAX CONSEQUENCE TO PARTICIPANTS
25. What are the income tax consequences of participation in the
Plan?
The following summary is based upon an interpretation of current
federal tax law. Participants should consult with their individual tax advisors
to determine individual tax consequences, including state income tax (and
non-income tax, such as transfer tax) consequences, which vary from state to
state and which may result from participation in the Plan and subsequent
disposition of shares of Common Stock acquired pursuant to the Plan. Income tax
consequences to Participants residing outside the United States will vary from
jurisdiction to jurisdiction.
Participants in the Plan will be treated for federal income tax
purposes as having received, on the dividend payment date, a cash dividend in an
amount equal to the fair market value on that date of the shares of Common Stock
acquired with reinvested dividends. Such shares will have a tax basis equal to
the same amount. For federal income tax purposes, the fair market value of
shares of Common Stock acquired with reinvested dividends under the Plan will be
equal to 100% of the average of the high and low sale prices of the shares of
Common Stock, rounded to the nearest eighth of a dollar, on the dividend payment
date. It should be noted that the fair market value on the dividend payment date
is likely to differ from the Market Price (as defined in Question 10) for the
Pricing Period (as defined in Question 10) immediately preceding the related
dividend payment date (which is used to determine the number of shares of Common
Stock acquired).
In the case of corporate stockholders, dividends may be eligible
for the dividends received deduction. A Participant's holding period for shares
of Common Stock acquired pursuant to the Plan will begin on the day following
the Investment Date (as defined in Question 12).
A Participant will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock credited to the Participant's Plan
account, either upon the Participant's request for certain of those shares of
Common Stock or upon termination of participation in the Plan. A Participant
will realize gain or loss upon the sale or exchange of shares of Common Stock
acquired under the Plan. A Participant will also realize gain or loss upon
receipt, following termination of participation in the Plan, of a cash payment
for any fractional share interests credited to the Participant's Plan account.
The amount of any such gain or loss will be the difference between the amount
that the Participant received for the shares of Common Stock or fractional share
interests and the tax basis therefor.
- 10 -
<PAGE> 12
26. How are income tax withholding provisions applied to stockholders
who participate in the Plan?
If a Participant fails to provide certain federal income tax
certifications in the manner required by law, any dividends on shares of Common
Stock, proceeds from the sale of fractional share interests and proceeds from
the sale of shares of Common Stock held for the Participant's Plan account will
be subject to federal income tax withholding at the then current withholding
rate. If withholding is required for any reason, the appropriate amount of tax
will be withheld. Certain stockholders (including most corporations) are,
however, exempt from the above withholding requirements.
If a Participant is a foreign stockholder whose dividends are
subject to federal income tax withholding at a different rate (or a special
treaty rate), the appropriate amount will be withheld and the balance in shares
of Common Stock will be credited to such Participant's Plan account.
RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR
27. What are the responsibilities of the Company and the Plan
Administrator under the Plan?
Neither the Company nor the Plan Administrator will be liable for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death, the prices at which
shares of Common Stock are purchased for the Participant's Plan account, the
times when purchases are made, or fluctuations in the market value of the Common
Stock.
EACH PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR
THE PLAN ADMINISTRATOR CAN PROVIDE ANY ASSURANCE OF A PROFIT OR PROTECTION
AGAINST LOSS ON SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
28. May the Plan be amended, suspended, modified or terminated?
The Company reserves the right to amend, suspend, modify or
terminate the Plan at any time, including during the period between a record
date and the related Investment Date. Participants will be notified of any such
amendment, suspension, modification or termination at least thirty (30) days
prior to the effective date of the amendment, suspension, modification or
termination. The Company also reserves the right to make amendment and
modifications to the Plan and, in such event, will provide Participants with a
copy of any material amendment or modification. Upon termination of the Plan,
except in the circumstances described below, any declared and paid but
uninvested dividends will be returned, a stock certificate for whole shares of
Common Stock credited to each Participant's Plan account will be issued and a
cash payment will be made for any fractional share interests credited to each
such Plan account.
In the event that the Company terminates the Plan for the purpose
of establishing another dividend reinvestment plan, Participants will be
automatically enrolled in such other plan and shares of Common Stock credited to
Plan accounts will be credited automatically to such other plan, unless notice
to the contrary is received by the Plan Administrator.
THE COMPANY OR THE PLAN ADMINISTRATOR RESERVE THE RIGHT TO
TERMINATE ANY PARTICIPANT'S PARTICIPATION IN THE PLAN AT ANY TIME FOR ANY
REASON.
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<PAGE> 13
OTHER INFORMATION
29. How may Participants obtain answers to questions concerning their
Plan accounts?
Questions concerning Plan accounts should be addressed to the
Plan Administrator at the address and telephone number provided in Question 5.
30. How may stockholders obtain answers to other questions regarding
the Company or the Plan?
Questions concerning the Company or the Plan should be directed
to:
Center Banks Incorporated
Attention: J. Daniel Mohr, Treasurer
P.O. Box 460
Skaneateles, New York 13152
Telephone: (315) 685-2265
31. Who bears the risk of market fluctuations in the price of Common
Stock?
A Participant's investment in shares of Common Stock held in his
or her Plan account is no different than his or her investment in directly held
shares of Common Stock. Each Participant bears all risk of loss that may result
from market fluctuations in the price of Common Stock.
NEITHER THE COMPANY NOR THE PLAN ADMINISTRATOR CAN GUARANTEE THAT
SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN WILL, AT ANY PARTICULAR TIME, BE
WORTH MORE OR LESS THAN THEIR PURCHASE PRICE.
32. Who interprets the Plan?
Any question of interpretation arising under the Plan will be
determined by the Company, and any such determination will be final. The Company
may adopt rules and regulations to facilitate the administration of the Plan.
The terms and conditions of the Plan and its operation will be governed by the
laws of the State of New York, Federal securities and banking laws and the Rules
and Regulations of the Commission and any other regulatory agency.
33. What are some of the responsibilities of Participants under the
Plan?
Plan Shares are subject to escheat to the state in which the
Participant resides in the event that such shares of Common Stock are deemed,
under such state's laws, to have been abandoned by the Participant.
Participants, therefore, should notify the Plan Administrator promptly in
writing of any change of address. Account statements and other communications to
Participants will be addressed to them at the last address of record provided by
Participants to the Plan Administrator. Participants will have no right to draw
checks or drafts against their Plan accounts or to instruct the Plan
Administrator with respect to any shares of Common Stock or cash held by the
Plan Administrator except as expressly provided herein.
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<PAGE> 14
USE OF PROCEEDS
The net proceeds from the sale of Common Stock offered pursuant to the
Plan will be used for general corporate purposes of the Company, including
contributions to increase the capital of the Bank. The principal reason for the
Plan is to provide the holders of the Company's Common Stock with a convenient
and economical method of investing cash dividends in additional shares of Common
Stock of the Company at a five percent (5%) discount from the Market Price and
without payment of brokerage commissions or service charges.
PLAN OF DISTRIBUTION
The Common Stock sold under the Plan is being distributed directly by
the Company rather than through an underwriter, broker or dealer. There will be
no brokerage commissions or other fees charged to Participants in connection
with purchases of Common Stock under the Plan. Upon proper withdrawal by a
Participant from the Plan by the sale of the Common Stock held under the Plan,
the Participant will receive the proceeds of such sale less any applicable
transfer taxes and any brokerage commissions incurred as a result of such sale.
See "Description of the Plan - Question 15."
COMMON STOCK MAY NOT BE AVAILABLE UNDER THE PLAN IN ALL STATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, ANY SHARES OF COMMON STOCK OR OTHER SECURITIES IN ANY STATE OR ANY OTHER
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 2,500,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of which 948,092
shares were issued and outstanding as of November 30, 1996, and 500,000 shares
of preferred stock, par value $.01 per share, of which none have been issued.
The Common Stock is traded on the National Association of Securities Dealers
Automated Quotation National Market System ("NASDAQ") under the symbol "CTBK."
THE COMMON STOCK
Holders of the Common Stock are entitled to one vote for each share of
Common Stock held on all matters submitted to a vote of stockholders.
The holders of Common Stock are entitled to receive, pro rata,
dividends, when and as declared by the Board of Directors out of funds legally
available therefor. Funds for the payment of cash dividends on Common Stock are
obtained primarily from dividends from the Bank. The Bank's ability to pay
dividends to the Company is restricted by statutory and regulatory limitations.
The Company is also subject to the requirements of the Delaware General
Corporation Law, which limit distributions to stockholders, including the
payment of cash dividends, if after giving effect to the distribution: (i) the
Company would not be able to pay its debts as they become due in the usual
course of business; or (ii) the Company's total assets would be less than the
sum of its total liabilities plus the amount that would be needed, if the
Company were dissolved at the time of the distribution, to satisfy the
preferential rights, if any, of stockholders whose rights upon dissolution are
superior to those stockholders receiving the distribution.
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<PAGE> 15
In the event of any liquidation or dissolution of the Company, the
holders of the Common Stock will be entitled to receive, after payment or
provision for payment of all debts and liabilities of the Company, all assets of
the Company available for distribution, in cash or in kind.
The Common Stock has no conversion rights and is not subject to call for
redemption. The holders of the Common Stock do not have the right of cumulative
voting in connection with the election of directors and are not entitled to
preemptive rights to subscribe for any additional shares of Common Stock which
may be issued. Upon receipt by the Company of the full purchase price for Common
Stock issued at or above par value, each share of Common Stock will be fully
paid and nonassessable.
In the future, the authorized but unissued and unreserved shares of
Common Stock will be available for general corporate purposes, including, but
not limited to, possible issuance in future public offerings or private
placements, as additional shares of Common Stock pursuant to the Plan, pursuant
to stock option or employee stock ownership plans, in future mergers or
acquisitions, as stock dividends or stock splits (subject to any applicable
regulatory restrictions), or for any other general corporate purposes.
Authorized but unissued shares of Preferred Stock may be issued for similar
purposes. Except as otherwise may be required to approve the transaction in
which the additional shares of the Common Stock or Preferred Stock would be
issued, no stockholder approval will be required for the issuance of such stock.
Accordingly, the Board of Directors of the Company may issue, without
stockholder approval, Preferred Stock with voting stock and conversion rights
which could adversely affect the voting power of the holders of the Common
Stock.
See "Restrictions on Acquisitions of Stock" for a description of certain
statutory provisions and provisions of the Company's Certificate of
Incorporation and By-laws which may affect the ability of the Company's
stockholders to participate in certain transactions relating to acquisitions of
control of the Company.
RESTRICTIONS ON ACQUISITIONS OF STOCK
Federal Law Restrictions. Under the Bank Holding Company Act of 1956
(the "BHCA"), no company directly or indirectly may acquire "control" of the
Company or the Bank without the prior approval of the Federal Reserve Board. For
purposes of the BHCA, "control" is defined to include the ownership, control or
power to vote, directly or indirectly, 25% or more of any class of voting
securities of an entity, the power to elect a majority of the Board of Directors
of an entity, or the power to exercise a controlling influence over the
management or policies of an entity. The Federal Reserve Board may find that a
company controls a bank or a bank holding company if the company owns, controls
or holds with power to vote more than 5% of the outstanding shares of any class
of voting securities of a bank or bank holding company and certain other
relationships exist between the company and the bank or the bank holding
company. In addition, Federal Reserve Board approval would be required for the
acquisition of control by another bank holding company of more than 5% of any
class of the Company's voting securities.
The Change in Bank Control Act of 1978 (the "CBCA") generally requires
persons (except for companies subject to the BHCA) that seek to acquire direct
or indirect control of a bank to give 60 days prior written notice to the
appropriate federal banking agency, which in the case of the Bank is the FDIC.
Control for the purposes of the CBCA exists if an acquiring person has voting
control of at least 25% of the institution's voting stock or the power to direct
the management or policies of the institution. Control is presumed to exist if
the acquiring person has voting control of at least 10% of the institution's
voting stock if (i) the institution's shares are registered pursuant to Section
12 of the Exchange Act, or (ii) the acquiring person would be the largest
stockholder of the institution.
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<PAGE> 16
Provisions Relating to Classified Board of Directors. The Company's
Certificate of Incorporation provides that the Board of Directors shall be
divided into three classes, as nearly equal in number as possible, each of
which shall serve for a term of three years, with one class being elected each
year. The Certificate of Incorporation also provides that directors may be
removed only for cause and then only with the approval of the holders of at
least two-thirds of the voting stock of the Company. The affirmative vote of
the holders of two-thirds of the voting stock of the Company is required to
amend, repeal or adopt any provision inconsistent with the foregoing
provisions. In addition, for certain business combinations, the affirmative
vote of the holders of four-fifths of the voting stock of the Company is
required. Such provisions may make it more difficult and time-consuming to
acquire majority control of the Board of Directors of the Company and may,
therefore, dissuade unsolicited take-over proposals.
EXPERTS
The consolidated financial statements of Center Banks Incorporated and
subsidiary as of December 31, 1995 for each of the years in the three-year
period ended December 31, 1995, have been incorporated by reference herein and
in the Registration Statement on Form S-3, in reliance upon the report of KPMG
Peat Marwick LLP, independent auditors, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering
the December 31, 1995 consolidated financial statements refers to a change in
accounting for impaired loans at January 1, 1995.
The financial statements of Cicero Bank as of December 31, 1995 and for
the year then ended included in Center Banks Incorporated's Current Report on
Form 8-K/A dated April 18, 1996, incorporated by reference herein, have been
incorporated by reference herein and in the Registration Statement on Form S-3
of which this Prospectus is a part, in reliance upon the report of KPMG Peat
Marwick LLP, independent auditors, included in the Center Banks Incorporated's
Current Report on Form 8 K/A dated April 18, 1996 and incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1995
financial statements of Cicero Bank refers to a change in accounting for
impaired loans in 1995, and to the fact that Cicero Bank did not fully satisfy
two of the thirteen provisions of Cicero Bank's April 1993 Memorandum of
Understanding from the Federal Deposit Insurance Corporation and the State of
New York Banking Department.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by its counsel, Harter, Secrest & Emery, Syracuse, New York.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides for
indemnification of directors and officers of the Company substantially to the
same extent permitted by the law of the State of Delaware against liability for
certain of their acts. Directors and officers liability insurance has also been
obtained by the Company, the effect of which is to indemnify the directors and
officers of the Company against certain damages and expenses because of certain
claims made against them caused by their negligent acts, errors or omissions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing provisions
or otherwise, the Company has been informed that in the opinion
- 15 -
<PAGE> 17
of the Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
TELEPHONE NUMBER
To obtain an Authorization Card, information concerning your Plan
account or additional information concerning the Plan or the Company, call the
Plan Administrator at 1-800-368-5948.
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<PAGE> 18
EXHIBIT A
DIVIDEND REINVESTMENT PLAN
- 17 -
<PAGE> 19
CENTER BANKS INCORPORATED
DIVIDEND REINVESTMENT PLAN
DECEMBER 17, 1996
1. PARTICIPATION; AGENT. The Center Banks Incorporated Dividend
Reinvestment Plan (the "Plan") is available to registered stockholders of record
of the common stock, par value $.01 per share (the "Common Stock"), of Center
Banks Incorporated, 33 East Genesee Street, Skaneateles, New York, 13152 (the
"Company"). Registrar and Transfer Company, 10 Commerce Drive, Cranford, New
Jersey 07016, acting as agent for each participant in the Plan, will apply cash
dividends which become payable to each such participant on shares of Company
Common Stock held in the participant's name (including Common Stock accumulated
under the Plan) to the purchase of additional whole and fractional shares of
Company Common Stock for each such participant.
2. ELIGIBILITY. Participation in the Plan is limited to registered
owners of Company Common Stock who have a minimum ownership of one (1) share of
Common Stock. Shares of Common Stock held by a broker, bank or other nominee
must be transferred to ownership in the name of the stockholder in order to be
eligible for the Plan.
3. STOCK PURCHASES. In making purchases for the accounts of
participants, Registrar and Transfer Company may commingle the funds of
participants in the Plan. Registrar and Transfer Company may hold all Plan
Common Stock in its own name or the name of its nominee. Purchases of Common
Stock will be made directly from the Company at price equal to ninety-five
percent (95%) of the Market Price as determined in the Pricing Period (as
defined below), computed to three decimal places. "Market Price" means the
simple average of the daily high and low sale prices, computed to three decimal
places, at which the Common Stock is traded, as quoted on the National
Association of Securities Dealers Automated Quotation National Market System
("NASDAQ") for the five last Trading Days during the Pricing Period. A "Trading
Day" means a day on which (i) NASDAQ is open for the trading of securities, and
(ii) the Common Stock is actually traded. The last five (5) Trading Days
preceding an Investment Date (the date on which a dividend is actually paid by
the Company) constitutes the relevant "Pricing Period." Registrar and Transfer
Company shall have no responsibility with respect to the market value of Company
Common Stock acquired for participants under the Plan.
4. TIMING OF PURCHASES. Registrar and Transfer Company will make every
reasonable effort to invest all dividends promptly after receipt, and in no
event later than 30 days after the applicable dividend payment date (except
where necessary to comply with applicable securities laws). If, for any reason
beyond the control of Registrar and Transfer Company, an investment cannot be
completed within 30 days after the applicable dividend payment date, a
participant's uninvested funds held by Registrar and Transfer Company will be
distributed to such participant.
5. ACCOUNT STATEMENTS. Following each purchase of Common Stock,
Registrar and Transfer Company will mail to each participant an account
statement showing the cash dividends, the number of shares of Common Stock
purchased, the price per share of Common Stock and the participant's total
number of shares of Common Stock accumulated under the Plan.
6. EXPENSES. There will be no expenses to participants for the
administration of the Plan, except for the termination fee referred to in
paragraph 10 and any brokerage commissions incurred as a result of the sale of a
participant's Common Stock. Brokerage commissions associated with
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<PAGE> 20
purchases under the Plan, if any, and administrative fees associated with the
Plan will be paid by the Company.
7. TAXATION OF DIVIDENDS. The reinvestment of dividends does not relieve
the participant of any taxes which may be payable on such dividends. In
addition, brokerage commissions paid by the Company on behalf of the participant
constitute additional dividend income. Total dividend income received from the
Company, along with brokerage commissions paid on the participant's behalf, if
any, will be reported on an annual information return filed with the Internal
Revenue Service. A copy will be sent to the participant, or the information will
be shown on the participant's final account statement for the year.
8. STOCK CERTIFICATES. No Common Stock share certificates will be issued
to a participant unless the participant so requests or until the participant's
account is terminated. Such requests must be made in writing to Registrar and
Transfer Company. No certificates for fractional shares of Common Stock will be
issued.
9. VOTING OF COMMON STOCK. In connection with any matter requiring the
vote of Company stockholders, Registrar and Transfer Company will send to the
participant a voting authorization form representing all whole shares of Common
Stock held by the participant in the Plan. Fractional shares of Common Stock may
not be voted.
10. TERMINATION OF PARTICIPATION. A participant may terminate
participation in the Plan at any time by giving written instructions to that
effect to Registrar and Transfer Company. Notice of termination must be
accompanied by a termination fee of $20.00. To be effective on a dividend
payment date, the notice of termination must be received by Registrar and
Transfer Company at least five (5) days before that dividend payment date. Upon
receipt of notice of termination from a participant, Registrar and Transfer
Company will send to such participant a certificate for all whole shares of
Common Stock in such participant's account. Any fractional share of Common Stock
credited to the terminated account will be paid to the stockholder in cash. The
cash termination price is to be determined using the average of the high and low
sale price of the Common Stock on NASDAQ on the date such notice of termination
is received by Registrar and Transfer Company. The Company or Registrar and
Transfer Company may also terminate any participant's account at any time in its
discretion by notice in writing mailed to such participant.
11. STOCK DIVIDENDS; STOCK SPLITS; RIGHTS. Any stock dividends or stock
splits on Company Common Stock applicable to shares of Common Stock belonging to
a participant under the Plan will be credited to such participant's account in
the form of shares of Common Stock. In the event the Company makes available to
its stockholders rights to purchase additional shares of Common Stock or other
securities, Plan participants will receive a subscription warrant for all such
rights directly from Registrar and Transfer Company.
12. AMENDMENT OF PLAN. The Plan may be amended, supplemented or
terminated by the Company at any time by the delivery of written notice to each
participant at least 30 days prior to the effective date of the amendment,
supplement or termination. Any amendment or supplement shall be effective as to
the participant unless, prior to its effective date, Registrar and Transfer
Company receives written notice of termination of the participant's account.
Amendment may include the appointment by the Company or Registrar and Transfer
Company, with the approval of the Company, of a successor agent, in which event
such successor agent shall have all of the rights and obligations of Registrar
and Transfer Company under the Plan.
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<PAGE> 21
13. GOVERNING LAW. The Plan and the Authorization Card signed by the
participant (which is deemed a part of the Plan) and the participant's account
shall be governed by and construed in accordance with the laws of the State of
New York, Federal securities and banking laws, and the Rules and Regulations of
the Securities and Exchange Commission and any other regulatory agency.
The Plan cannot be changed orally.
14. EFFECTIVENESS. The Plan is conditional and shall become effective
upon the attainment of the participation of a sufficient number of registered
stockholders to make the Plan economically practical. The Plan may also be
terminated, if at any time in the future a sufficient number of registered
stockholders are not participating in the Plan.
IN WITNESS WHEREOF, the Company has caused this Dividend Reinvestment
Plan to be executed this 17th day of December, 1996.
CENTER BANKS INCORPORATED
By: /s/ John P. Driscoll
----------------------------
Name: John P. Driscoll
Title: Chairman of the Board
of Directors, President and
Chief Executive Officer
A-3
<PAGE> 22
CENTER BANKS INCORPORATED
DIVIDEND REINVESTMENT PLAN
DECEMBER 17, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Page
----
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Center Banks Incorporated.................................................. 3
Description of the Plan.................................................... 3
The Plan.............................................................. 3
Purpose............................................................... 3
Advantages............................................................ 4
Administration........................................................ 4
Participation......................................................... 4
Purchases............................................................. 6
Costs ............................................................... 7
Reports to Participants............................................... 7
Certificates for Shares of Common Stock............................... 7
Withdrawal of Shares of Common Stock in Plan Accounts................. 8
Termination of Participation.......................................... 9
Rights Offerings, Stock Dividends and Stock Splits.................... 9
Voting Rights.........................................................10
Federal Income Tax Consequence to Participants........................10
Responsibility of the Company and the Plan Administrator..............11
Suspension, Modification or Termination of the Plan...................11
Other Information.....................................................12
Use of Proceeds............................................................13
Plan of Distribution.......................................................13
Description of Capital Stock...............................................13
The Common Stock......................................................13
Restrictions on Acquisitions of Stock.................................14
Experts ...................................................................15
Legal Matters..............................................................15
Indemnification of Directors and Officers..................................15
Telephone Number...........................................................16
</TABLE>
<PAGE> 23
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses of the Registrant in
connection with the sale and distribution of the Common Stock being registered.
All amounts shown are estimates, except the Commission's registration fee.
Commission registration fee $ 369.32
Fees and expenses of the Plan Administrator $ 1,000.00
Printing and mailing expenses $ 3,000.00
Fees and expenses of Registrant's counsel $ 6,000.00
Accounting and related expenses $ 6,000.00
Miscellaneous $ 2,000.00
Total $18,369.32
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with Sections 145 and 102(b)(7) of the General Corporation
Law of the State of Delaware, which allow corporations to indemnify and
eliminate personal liability for officers and directors, respectively, the
Registrant's Certificate of Incorporation and By-laws provide, respectively, as
follows:
Certificate of Incorporation
- - ----------------------------
Article 6 of the Registrant's Certificate of Incorporation provides, in
part, that no director shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability: (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the General Corporation Law
of Delaware for approval of an unlawful dividend or an unlawful stock purchase
or redemption; or (iv) for any transaction from which the director derived any
improper personal benefit. Any repeal or modification of the foregoing by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Registrant for acts or omissions occurring prior to the effective date of such
repeal or modification.
By-laws
- - -------
Article IX of the Registrant's By-laws reads as follows:
Section 1. Power to Indemnify in Actions, Suits or Proceedings Other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article IX, the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, and any appeal therein, whether civil, criminal,
administrative, arbitrative or investigative (other than any action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer, trustee, employee or agent of the Corporation, or is or
II-1
<PAGE> 24
was serving at the request of the Corporation as a director, officer, trustee,
employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
and any appeal therein, if he 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 action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding, and any appeal therein, by judgment, order, settlement, 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
which he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article IX, the
Corporation shall 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 suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against amounts paid in
settlement and expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation; provided, however, that
no indemnification shall be made against expenses in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
Corporation or against amounts paid in settlement unless and only to the extent
that there is a determination (as set forth in Section 3 of this Article IX)
that despite the adjudication of liability or the settlement, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement.
Section 3. Authorization of Indemnification. Any indemnification under
this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because such director, officer, trustee, employee or agent
has met the applicable standard of conduct set forth in Section 1 or Section 2
of this Article IX and, if applicable, is fairly and reasonably entitled to
indemnity as set forth in the proviso in Section 2 of this Article IX, as the
case may be. Such determination shall be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the shareholders. To the extent,
however, that a director, officer, trustee, employee or agent of the Corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith, without the necessity of
authorization in the specific case. No director, officer, trustee, employee or
agent of the Corporation shall be entitled to indemnification in connection with
any action, suit or proceeding voluntarily initiated by such person unless the
action, suit or proceeding was authorized by a majority of the entire board of
directors.
II-2
<PAGE> 25
Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of this Article IX a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any association, partnership, joint venture, trust or
other enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent. The provisions
of this Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standards of conduct set forth in Sections 1 or 2 of this Article IX as the case
may be.
Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article IX and
notwithstanding the absence of any determination thereunder, any director,
officer, trustee, employee or agent may apply to any court of competent
jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article IX. The basis of
such indemnification by a court shall be a determination by such court that
indemnification of the director, officer, trustee, employee or agent is proper
in the circumstances because he has met the applicable standards of conduct set
forth in Sections 1 and 2 of this Article IX, as the case may be. Notice of any
application for indemnification pursuant to this Section S shall be given to the
Corporation promptly upon the filing of such application. Notwithstanding any of
the foregoing, unless otherwise required by law, no director, officer, trustee,
employee or agent of the Corporation shall be entitled to indemnification in
connection with any action, suit or proceeding voluntarily initiated by such
person unless the action, suit or proceeding was authorized by a majority of the
entire board of directors.
Section 6. Expenses Payable in Advance. Expenses incurred in connection
with a threatened or pending action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, trustee, employee or agent to repay such amount if it shall be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article IX.
Section 7. Contract, Non-exclusivity and Survival of Indemnification.
The indemnification provided by this Article IX shall be deemed to be a contract
between the Corporation and each director, officer, employee and agent who
serves in such capacity at any time while this Article IX is in effect, and any
repeal or modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought based in whole or
in part upon any such state of facts. Further, the indemnification and
advancement of expenses provided by this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any certificate of incorporation,
bylaw, agreement, contract, vote of shareholders or disinterested directors or
pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that, subject to the limitation in Section 3 of this Article IX
concerning voluntary initiation of actions, suits or proceedings,
indemnification of the persons specified in Sections 1 and 2 of this Article IX
shall be
II-3
<PAGE> 26
made to the fullest extent permitted by law. The provisions of this Article IX
shall not be deemed to preclude the indemnification of any person who is not
specified in Sections 1 or 2 of this Article IX but whom the Corporation has the
power or obligation to indemnify under the provisions of the law of the State of
Delaware. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article IX shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, trustee,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of another
corporation, association, 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 or the obligation to indemnify him against such liability
under the provisions of this Article IX.
Section 9. Meaning of "Corporation" for Purposes of Article IX. For
purposes of this Article IX references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article IX with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
General Effect
- - --------------
The general effect of the aforementioned provisions of the Registrant's
Certificate of Incorporation and By-laws is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages in the event of a breach
of fiduciary duty as a director (including breach of duty in the case of
negligent or grossly negligent behavior) except in situations as described
above. The aforementioned provisions will not affect the availability of
injunctive relief against directors of the Registrant (although such relief may
not always be available as a practical matter) nor will it limit directors'
liability for violations of the federal securities laws.
ITEM 16. LIST OF EXHIBITS
EXHIBIT 1 - UNDERWRITING AGREEMENT
Not applicable
EXHIBIT 2 - PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
Not applicable
II-4
<PAGE> 27
EXHIBIT 4 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Specimen Certificate representing the Common Stock of the
Registrant.*
4.2 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's 1990 Form 10-K filed with the
Commission on April 1, 1991).
4.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's 1994
Form 10-K filed with the Commission on March 31, 1994).
4.4 By-laws of the Registrant (incorporated by reference to Exhibit 3.3
to the Registrant's 1994 Form 10-K filed with the Commission on March 31, 1994).
EXHIBIT 5 - OPINION RE: LEGALITY
5.1 Opinion of Harter, Secrest & Emery*
EXHIBIT 8 - OPINION RE: TAX MATTERS
Not applicable
EXHIBIT 12 - STATEMENTS RE: COMPUTATION OF RATIOS
Not applicable
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
Not applicable
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of Harter, Secrest & Emery (filed as Exhibit 5.1 to this
Registration Statement)*
EXHIBIT 24 - POWER OF ATTORNEY
Not applicable
EXHIBIT 25 - STATEMENT OF ELIGIBILITY OF TRUSTEE
Not applicable
EXHIBIT 26 - INVITATIONS FOR COMPETITIVE BIDS
Not applicable
- - --------
*Exhibit filed with this Registration Statement
II-5
<PAGE> 28
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
Not applicable
EXHIBIT 99 - ADDITIONAL EXHIBITS
99.1 Form of Authorization Card*
- - --------
*Exhibit filed with this Registration Statement
II-6
<PAGE> 29
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes (subject to the proviso
contained in Item 512(a) of Regulation S-K):
(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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-7
<PAGE> 30
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Syracuse, State of New York, on December 17, 1996.
CENTER BANKS INCORPORATED
By: /s/ John P. Driscoll
---------------------------------
John P. Driscoll
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John P. Driscoll Chairman of the Board of December 17, 1996
- - ------------------------------- Directors, President and Chief
John P Driscoll Executive Officer (Principal
Executive Officer)
/s/ J. Daniel Mohr Chief Financial Officer and December 17, 1996
- - ------------------------------- Treasurer (Principal Financial
J. Daniel Mohr Officer and Principal
Accounting Officer)
/s/ Clifford C. Abrams Director December 17, 1996
- - -------------------------------
Clifford C. Abrams
/s/ Israel Berkman Director December 17, 1996
- - -------------------------------
Israel Berkman
Director
- - -------------------------------
David E. Blackwell
/s/ Walter D. Copeland Director December 17, 1996
- - -------------------------------
Walter D. Copeland
/s/ Carl W. Gerst Director December 17, 1996
- - -------------------------------
Carl W. Gerst
</TABLE>
<PAGE> 31
[S] [C] [C]
/s/ John Bernard Henry Director December 17, 1996
- - ---------------------------------------
John Bernard Henry
/s/ Ann G. Higbee Director December 17, 1996
- - ---------------------------------------
Ann G. Higbee
Director
- - ---------------------------------------
Bruce H. Leslie
/s/ Howard J. Miller Director December 17, 1996
- - ---------------------------------------
Howard J. Miller
/s/ Raymond C. Traver, Jr. Director December 17, 1996
- - ---------------------------------------
Raymond C. Traver, Jr., M.D.
/s/ Ann E. O'Connor Director December 17, 1996
- - ---------------------------------------
Anne E. O'Connor
<PAGE> 1
EXHIBIT 4.1
SPECIMEN CERTIFICATE
[CENTER BANKS INCORPORATED LOGO]
NUMBER SHARES
C 1110 SPECIMEN
COMMON STOCK
CUSIP 151409 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$.01 PAR VALUE PER SHARE, OF
Center Banks Incorporated (Center Banks), a Delaware corporation. The shares
represented by this certificate are transferable only on the stock transfer
books of Center Banks by the holder of record hereof, or by his duly authorized
attorney or legal representative, upon the surrender of this certificate
properly endorsed. This certificate is not valid until countersigned and
registered by Center Banks' transfer agent and registrar.
IN WITNESS WHEREOF, Center Banks has caused this certificate to be executed
by the facsimile signatures of its duly authorized officers and has caused a
facsimile of its corporate seal to be hereunto affixed.
Dated:
By:______________________ By:____________________________
Corporate Secretary President and Chief Executive
Officer
Countersigned and Registered
Registrar and Transfer Company
Transfer Agent and Registrar
By: __________________________
Authorized Signature
[SEAL]
CENTER BANKS INCORPORATED
CORPORATE SEAL
1988 DELAWARE
<PAGE> 2
CENTER BANKS INCORPORATED
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Center Banks
Incorporated (Center Banks) as from time to time amended (copies of which are
on file at the principal executive office of Center Banks), to all of which the
holder by acceptance hereof assents.
The certificate of incorporation of Center Banks prohibits the following:
(a) the acquisition by any person, at any time, of the beneficial ownership of
10% or more of the outstanding voting stock of Center Banks, unless prior to
such acquisition such person has received the approval of two-thirds of the
outstanding shares of such voting stock and all required federal and state
regulatory approvals, and (b) the offer, by any person, to acquire direct or
indirect beneficial ownership of 10% or more of the outstanding voting stock of
Center Banks, unless such person has received prior approval to make such offer
by having such offer approved by at least two-thirds of the directors then in
office, or having prior approval of specified federal and state regulatory
agencies to acquire control of Center Banks. These offer and purchase
restrictions are not applicable to underwriters in connection with a public
offering or to any employee stock purchase plan, pension plan, profit sharing
plan or other employee benefit plan of Center Banks or any of its subsidiaries.
In the event that voting stock of Center Banks is acquired by any person in
violation of the foregoing provisions, all shares owned by such person in excess
of 10% of all outstanding voting stock of Center Banks are prohibited from being
(a) voted on any matter, (b) entitled to take other shareholder action, (c)
counted as voting stock in connection with any matter submitted to a
stockholders' vote, or (d) transferred except with the approval of the board of
directors or by an independent trustee appointed by the board of directors. The
foregoing provisions are effective as long as SKANEATELES SAVINGS BANK (or any
successor institution) continues to be a majority-owned subsidiary of Center
Banks.
The certificate of incorporation of Center Banks also includes a provision
the general effect of which is to require an 80% vote of all shareholders to
approve a Reorganization or similar transaction with a greater than 10%
shareholder of an affiliate or associate thereof, unless the transaction is
approved by two thirds of the continuing directors not elected by such
interested shareholder or is at a price not less than the maximum amount paid by
such interested shareholder in purchasing its greater than 10% interest in
Center Banks.
Center Banks will furnish to any shareholder upon request and without
charge a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to Center Banks or to its transfer agent
and registrar.
<TABLE>
The following abbreviations, when used in the inscription of the face of this certificate, shall be
construed as though they were written out in full according to applicable laws or regulations:
<S> <C> <C>
TEN COM-as tenant in common UNIF GIFT MIN ACT-____________Guardian___________
(Cust) (Minor)
TEN ENT-as tenants by the entireties under Uniform Gifts to Minors
JT TEN-as joint tenants with rights or survivorship Act_________
and not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
- - -------------------------------------------------------------------------------------------------------------
Please Print or Typewrite Name and Address including Postal Zip Code of Assignee
- - -------------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------------------------------shares
represented by the within certificate, and do hereby irrevocably constitute and appoint
- - -----------------------------------------------------------------------------------------------------Attorney
to transfer the said shares on the books of Center Banks with full power of substitution in the premises.
Dated
------------------------------------
----------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name written upon
the face of the certificate in every
particular without alteration or
enlargement or any change whatever.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
OPINION OF HARTER, SECREST & EMERY
[Letterhead of Harter, Secrest & Emery]
December 19, 1996
Center Banks Incorporated
33 East Genesee Street
Skaneateles, New York 13152
Re: Center Banks Incorporated
Registration Statement on Form S-3
Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-3, filed under the Securities Act of 1933, as amended (the
"Registration Statement"), with the Securities and Exchange Commission in
respect of the proposed issuance by Center Banks Incorporated (the "Company") of
up to 75,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company pursuant to the Company's Dividend Reinvestment Plan.
We have examined the following corporate records and proceedings of the
Company in connection with the preparation of this opinion: its Certificate of
Incorporation as amended and restated to date; its By-laws as currently in force
and effect; its minute books, containing minutes and records of other
proceedings of its stockholders and its Board of Directors from the date of
incorporation to the date hereof; the Registration Statement and the related
Prospectus which constitutes a part thereof; applicable provisions of laws of
the State of Delaware; and such other documents and matters as we have deemed
necessary.
In rendering this opinion, we have made such examination of laws as we
have deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and/or
certificates of officers of the Company, certificates and documents issued by
public officials and authorities, and information received from searches of
public records.
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Company is validly existing under the laws of the State of
Delaware as of December 13, 1996.
2. The Company has the authority to issue an aggregate of 75,000 shares
of Common Stock upon the effectiveness of the Registration Statement.
3. The shares of Common Stock to be sold by the Company upon the
effectiveness of the Registration Statement will, when sold and paid for as
described in the Registration Statement, be validly authorized, legally issued
and outstanding, and fully paid and non-assessable.
<PAGE> 2
Center Banks Incorporated
December 19, 1996
Page 2
We hereby consent to being named in the Registration Statement as
attorneys who will, for the Company, pass upon the validity of the issuance of
shares of Common Stock offered thereby, and we hereby consent to the filing of
this opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Harter, Secrest & Emery
<PAGE> 1
EXHIBIT 23.1
Consent of KPMG Peat Marwick LLP
[Letterhead of KPMG Peat Marwick LLP]
The Board of Directors
Center Banks Incorporated:
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Center Banks Incorporated of our report dated March 15, 1996 relating to
the balance sheet of Cicero Bank as of December 31, 1995 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended which report appears in the Form 8-K/A of Center Banks
Incorporated dated April 18, 1996. Our report refers to a change in accounting
for impaired loans in 1995, and to the fact that the Bank has not fully
satisfied two of thirteen provisions of the Bank's April 1993 Memorandum of
Understanding from the Federal Deposit Insurance Corporation and the State of
New York Banking Department.
We also consent to the reference to our firm under the heading "Experts" in the
Prospectus.
/s/ KPMG Peat Marwick LLP
Syracuse, New York
December 13, 1996
<PAGE> 1
EXHIBIT 99.1
FORM OF AUTHORIZATION CARD
- - --------------------------------------------------------------------------------
Dividend Reinvestment Plan
Shareholder Authorization Card
- - ----------------------------------------------- Please sign the authorization
Center Banks Incorporated located on the reverse side
c/o Registrar and Transfer Company of this form and complete
10 Commerce Drive the information below only
Cranford, New Jersey 07016 if it has changed.
1-800-368-5948
Name 1
--------------------------
Name 2
--------------------------
Street Address
--------------------------
City/State/Zip Code
--------------------------
Home Telephone Number
( )
--------------------------
Business Telephone Number
( )
--------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
This is not a proxy. This card is only for authorization of dividend
reinvestment.
I hereby appoint Registrar and Transfer Company ("Agent") as my agent to
receive any cash dividends that may become payable to me on Center Banks
Incorporated common stock registered in my name while this authorization is
in effect and to purchase for my account with such dividends whole and
fractional shares of Center Banks Incorporated common stock in accordance
with the terms of its Dividend Reinvestment Plan (the "Plan").
I understand and agree that all purchases will be made under the terms and
conditions of the Plan, and related Prospectus, receipt of which is hereby
acknowledged. Additional copies of the Plan and related Prospectus may be
obtained by calling 1-800-368-5948. I retain the right to terminate this
authorization in accordance with the terms of the Plan by notifying the Agent
in writing.
Shareholder Date
X
--------------------------------------------------------- ----------------
Shareholder Date
X
--------------------------------------------------------- ----------------
All persons must sign exactly as their names appear on the reverse side of
this authorization.
This Authorization Card, when fully signed, should be mailed to Registrar and
Transfer Company, Dividend Reinvestment Plans, 10 Commerce Drive, Cranford,
NJ 07016. An addressed envelope is provided for your convenience.
- - --------------------------------------------------------------------------------
