As filed with the Securities and Exchange Commission on May 27,
1997
Registration No. 33-80093
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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UNION NATIONAL FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2415179
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
William E. Eby, President and CEO
UNION NATIONAL FINANCIAL CORPORATION
101 East Main Street 101 East Main Street
P.O. Box 567 P.O. Box 567
Mount Joy, Pennsylvania 17552 Mount Joy, Pennsylvania 17552
(717) 653-1441 (717) 653-1441
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(Address, including zip code, (Name, address, including zip
and telephone number, code, and telephone number,
including area code, of including area code, of agent
Registrant's principal for service)
executive office)
_____________________________________________________________
With Copies To:
Nicholas Bybel, Jr., Esquire
B. Tyler Lincoln, Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
(717) 763-1121
Approximate date of commencement of proposed sale to the
public: as soon as practicable after the effective date of this
Post-Effective Amendment No. 1 to the 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. _____
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PROSPECTUS
UNION NATIONAL FINANCIAL CORPORATION
______________________
AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
______________________
SHARES OF COMMON STOCK
PAR VALUE $0.25
______________________
The Amended and Restated Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of Union National Financial
Corporation (the "Corporation") provides holders of the
Corporation's common shares with a convenient way to purchase
additional common shares of the Corporation's stock, par value
$0.25 (the "Common Stock"), by permitting participants in the
Plan to have cash dividends on all of their shares automatically
reinvested. This Prospectus reflects an amendment to the Plan,
which provides that each participating shareholder may
voluntarily purchase additional shares of Common Stock of the
Corporation with cash contributions to the Plan.
Participation in the Plan is entirely voluntarily so that
shareholders may join the Plan and terminate their participation
in the Plan at any time.
Under the terms of the Plan, as adopted on November 9, 1995,
and as amended on February 1, 1997, the Corporation is authorized
to sell up to 157,500 shares of Common Stock (originally 150,000
common shares, which shares were subject to adjustment for stock
dividends and stock splits.) Approximately 5,728 shares were
purchased prior to May 1, 1997. This Prospectus relates to the
approximately 151,772 shares remaining and authorized for
issuance under the Plan.
Dividends, if and when declared, will be reinvested under
the terms of the Plan. Shareholders may only participate in the
Plan with respect to all of their shares of Common Stock.
Complete details of the Plan are provided in this Prospectus
in an easy to understand question and answer format. You are
encouraged to read it carefully. If you have any additional
questions, please call the Plan Administrator at (717) 653-1441.
It is recommended that this Prospectus be retained for
future reference.
An investment in Common Stock held in the Plan account has
the same market risks as an investment in Common Stock held in
certificate form. Participants bear the risk of loss (and
receive benefit of gain) occurring by reason of fluctuations in
the market price of the Common Stock held in the Plan account.
______________________
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 date of this Prospectus is May 27, 1997
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational 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"). Such reports, proxy statements
and other information can be inspected and copied at the Public
Reference Section of the Commission at Judicial Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C., as well as the
following Regional Offices of the Commission: Chicago Regional
Office, 219 South Dearborn Street, Chicago, IL 60604; and New
York Regional Office, 26 Federal Plaza, New York, NY 10278.
Copies of such materials may also be obtained from the Public
Reference Section of the Commission at its Washington address, by
mail at prescribed rates. The SEC maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the SEC. The address of the SEC site is http://www.sec.gov.
This Prospectus constitutes a part of the Registration
Statement No. 33-80093 filed by the Corporation with the
Commission under the Securities Act of 1933, as amended (the
"Securities Act"), on December 5, 1995, relating to the Common
Stock offered hereby. This Prospectus omits certain of the
information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to
the Corporation and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any
document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation should not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
purchase, any of the securities to which this Prospectus relates
in any jurisdiction to or from any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither delivery of this Prospectus nor any sale of securities to
which this Prospectus relates shall, under any circumstance,
create any implication that there has been no change in the
affairs or condition of the Corporation since the date hereof or
that the information contained herein is correct as of any time
subsequent to the date hereof.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents filed by the Corporation with
the Commission (File No.0-19214):
(a) Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Corporation's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997; and
(c) The description of the Corporation's Common Stock
that appears at pages 42 and 43 of the Corporation's
Form 10, filed on June 24, 1991.
All reports filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge a copy of any or
all of the documents mentioned above (other than exhibits to such
documents) to each person receiving this Prospectus who requests
them. Requests for such copies should be addressed to:
Union National Financial Corporation
Attention: Chief Financial Officer
101 East Main Street
P.O. Box 567
Mount Joy, Pennsylvania 17552
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THE CORPORATION
The Corporation, a Pennsylvania business corporation, is a
bank holding company registered with and supervised by the Board
of Governors of the Federal Reserve System. The Corporation was
formed in 1986 as the holding company for Union National Mount
Joy Bank (the "Bank"). The Bank now serves the Lancaster County
area of Pennsylvania. As used herein, the "Corporation" refers
to Union National Financial Corporation and its subsidiaries.
The Bank is a full-service commercial bank with trust powers
and provides a wide range of banking and financial services to
individuals and small to medium-sized businesses. The principal
executive offices of the Corporation are located at 101 East Main
Street, P.O. Box 567, Mount Joy, Pennsylvania 17552.
AMENDMENT TO THE PLAN
The Corporation's Board of Directors amended the Plan on
February 1, 1997, to provide participants with an opportunity to
purchase additional shares of Common Stock with voluntary cash
contributions to the Plan, as described in detail below. The
amendment permitting voluntary cash contributions is effective
only after the filing of this Amendment No. 1.
EXPLANATION OF THE AMENDED AND RESTATED DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
The following, in a question and answer format, constitutes
a summary description of the Union National Financial Corporation
Amended and Restated Dividend Reinvestment and Stock Purchase
Plan (the "Plan") a complete copy of which Plan document is filed
as Exhibit 99.1 to the Registration Statement of which this
Prospectus forms a part. Those holders of the Corporation's
Common Stock who do not participate in the Plan will continue to
receive cash dividends by check or advance of credit to their
account, if and when declared.
1. What is the purpose of the Plan?
The Plan provides participating record holders
("Participants") of the Corporation's Common Stock with a
convenient method of investing cash dividends payable upon their
Common Stock and of making voluntary cash payments to purchase
additional shares of Common Stock. To the extent that the
additional shares are purchased directly from the Corporation
under the Plan, the Corporation will receive additional funds for
its general corporate purposes. (See "USE OF PROCEEDS".) Each
Participant should recognize that neither the Corporation nor the
Plan Administrator (See No. 3 below) can provide any assurance
that shares purchased under the Plan will, at any particular
time, be worth more or less than their purchase price.
2. What are the advantages of the Plan?
* Participants have cash dividends on all of the shares
of Common Stock credited to their Plan Account and
automatically reinvested in additional shares of Common
Stock, purchased without payment of any service charges
or brokerage commissions. The Plan also provides
shareholders with the opportunity to make additional
voluntary cash payments, within specified limits, to
purchase additional shares of Common Stock, without the
payment of any service charges or brokerage
commissions.
* Participants will obtain full investment use of funds,
because the Plan provides for fractional shares as well
as whole shares to be credited to the Participants'
accounts. Fractional shares earn dividends just like
whole shares when held in the Plan account. (See No.
12 below.)
* Participants may avoid cumbersome safekeeping and
record keeping costs through the free custodial and
reporting services furnished by the Plan. Shares are
held in "Book Entry" form and regular statements of
account are provided by the Plan Administrator. (See
No. 18 below.)
* Participants benefit because the Corporation pays all
of the administrative costs of the Plan. (See No. 16
below.)
3. Who administers the Plan for Participants?
The Union National Mount Joy Bank Trust Department
administers the Plan, as "Plan Administrator". In such capacity,
the Plan Administrator sends periodic statements of account to
Participants and performs other administrative duties relating to
the Plan. Shares purchased for a Participant under the Plan are
held by the Plan Administrator and registered in its name. (See
No. 18 below.)
Any notices, questions or other communications relating to
the Plan should include the Participant's account number and tax
identification number and should be addressed to:
Union National Mount Joy Bank
Trust Department
Dividend Reinvestment Plan Administrator
101 East Main Street
P.O. Box 567
Mount Joy, PA 17552
Participants who have questions regarding the Plan also may
contact the Plan Administrator at (717) 653-1441.
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Participation
4. Who is eligible to participate in the Plan?
Generally, record holders of Common Stock of the Corporation
are eligible to participate in the Plan. However, the
Corporation may refuse to offer the Plan to various shareholders
of the Corporation as follows: 1) those who are residents of a
state that may require registration, qualification or exemption
of the Common Stock to be issued under the Plan, or registration
or qualification of the Corporation or any of its officers or
employees as a broker, dealer, salesman or agent where the Plan
Administrator determines, in its discretion, that the number of
shareholders or number of shares held does not justify the
expense of registration, fees, etc. in said state(s); 2) those
whose shares are registered in the name of a nominee, such as a
brokerage firm or securities depository, unless such shares are
first transferred into the record name of the beneficial owner;
and 3) those shareholders who beneficially own five percent (5%)
or more of the Corporation's outstanding Common Stock, as
determined by the Plan Administrator, in its sole discretion.
Subject to the limitations in the paragraph immediately
above and without limiting the generality of this statement,
Participants in the Plan may make voluntary cash payments of not
less than One Hundred Dollars ($100.00) or more than One Thousand
Dollars ($1,000.00) per quarter. (See No. 14 below.)
5. How does an eligible shareholder become a Participant in
the Plan?
An eligible shareholder may join the Plan at any time by
completing and signing the authorization form included with the
Prospectus (the "Authorization Form") and returning it to the
Plan Administrator. A postage-paid envelope is provided, with
the Prospectus, for that purpose. Additional Authorization Forms
may be obtained, at any time, from the Plan Administrator. A
properly completed Authorization Form must be received at least
ten (10) business days before a dividend record date in order for
the dividends payable to shareholders of record on that date to
be reinvested in the Corporation's Common Stock under the Plan.
Historically, dividends declared on the Common Stock have
been declared and paid on a quarterly basis. The Corporation's
Board of Directors reserves the right to change dividend record
and payment dates, if and when dividends are declared.
6. Does a shareholder have to authorize dividend reinvestment
on all shares of Common Stock to participate in the Plan?
Yes. All holders of record of the Corporation's Common
Stock are eligible to participate in the Plan, except as
discussed in No. 4 above. To participate in the Plan, however,
record holders of Common Stock must participate with respect to
all shares of Common Stock that they hold and must arrange to
have the dividends on all of their shares reinvested under the
Plan by completing the Authorization Form and sending the form to
the Plan Administrator.
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7. May a Participant change the number of shares subject to
the Plan so as to reduce the number of shares subject to
dividend reinvestment to some number representing less
than all shares held?
No.
Purchases
8. How are shares of Common Stock acquired under the Plan?
Cash dividends payable on the Corporation's Common Stock
held by persons participating in the Plan will be paid to the
Plan Administrator. The dividends paid to the Plan Administrator
will not include any applicable taxes withheld by the
Corporation. The Plan Administrator will pool these cash
dividends together with all voluntary cash payments received and,
with respect to shares to be purchased on the open market, will
transfer them to an independent purchasing agent (the "Plan
Purchasing Agent"), who will be a broker-dealer registered under
the Securities Exchange Act of 1934, as amended, and may be a
bank, trust company, brokerage firm, or other independent
fiduciary, as selected by the Plan Administrator. Aside from
transferring funds to the Plan Purchasing Agent, neither the
Corporation nor the Plan Administrator shall have any influence
on the manner, methods or timing of shares acquired in open
market transactions. The Plan Purchasing Agent will use the
funds to purchase shares of the Corporation's Common Stock on the
open market for the Plan accounts of the Participants.
Alternatively, the Plan Administrator will, if so directed by the
Corporation, acquire shares directly from the Corporation, or
pursuant to negotiated transactions. A combination of the
foregoing methods may be used, as the Plan Administrator directs.
Shares purchased from the Corporation will be authorized but
unissued shares of Common Stock. In any event, each
Participant's account will be credited with a pro rata share of
such purchased shares.
9. When will shares of Common Stock be purchased under the
Plan?
Cash dividends will be used to purchase Common Stock as soon
as reasonably possible after the applicable dividend payment
date, but not more than thirty (30) days after such date.
Voluntary cash payments will be accepted for investment, and
will be invested, only in connection with a dividend payment
date. Because participants will not be credited with interest on
their voluntary cash payments prior to investment and because the
Plan Administrator is prohibited from holding such voluntary cash
payments for extended periods of time prior to investing them,
participants are strongly encouraged to submit their voluntary
cash payments as near as possible to the applicable dividend
payment date. For investment of a voluntary cash payment to
occur on a particular investment date, the voluntary cash payment
must be received by the Plan Administrator no later than ten (10)
days prior to the corresponding dividend payment date, allowing
adequate time for the checks or other drafts to clear prior to
the corresponding dividend payment date.
Purchases of Common Stock in the open market or in
negotiated transactions may occur over one or more trading days.
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10. At what price will shares of Common Stock be purchased
under the Plan?
For purchases of shares of Common Stock in the open market,
or in negotiated transactions, the purchase price will be the
fair market value of the Common Stock as of the Investment Date.
The Investment Date is defined in the Plan as the day during a
month on which a dividend is payable, and in any other month, the
15th day of such month, or in any case, if such day is not a
business day on which securities are traded, then the next
following business day on which securities are traded. The
purchase price of the Common Stock purchased under the Plan in
open market and/or in negotiated transactions will be the
Participant's pro rata share of the actual costs (excluding
brokerage commissions, if any) incurred by the Plan Administrator
for such purchases. For shares of Common Stock purchased from
the Corporation, the purchase price will be the fair market value
of the Common Stock, as of the applicable Investment Date. In
the event of purchases of Common Stock from the Corporation and
in the open market and/or negotiated transactions, the purchase
price per share of Common Stock to be charged to each Participant
will be based on the weighted averages of the prices of all
shares purchased. Each Participant's account will be credited
with the number of whole and fractional shares calculated to 5
decimal places, equal to the amount to be invested for the
Participant divided by the applicable purchase price.
If the Common Stock is listed on an established organized
stock exchange, the fair market value will be the closing price
per share for the Common Stock on such stock exchange on the
applicable date or, if no sale of the Common Stock occurred on
such stock exchange on that date, the closing price per share for
the Common Stock on such exchange on the next day on which a sale
of Common Stock occurred. If the Common Stock is not listed on
an established exchange but is listed in the National Market
System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ/NMS"), the fair market value
will be the average of the highest and lowest trading prices per
share for the Common Stock on the applicable date or, if no trade
of the Common Stock occurred in said National Market System on
that date, the average of the highest and lowest trading prices
per share for the Common Stock on the next day on which the
Common Stock was traded in said National Market System. If the
Common Stock is not listed on an established stock exchange or in
the NASDAQ/NMS but is quoted on a system maintained by the
National Association of Securities Dealers, Inc. ("NASD"), the
fair market value will be the average of the closing dealer bid
and asked prices per share for the Common Stock quoted on such
system on the applicable date or, if no such bid and asked prices
are quoted on such system on that date, the average of the
closing dealer bid and asked prices for the Common Stock quoted
on such system on the most recent previous day on which such
prices were so quoted. If the Common Stock is not listed on an
established stock exchange or in the NASDAQ/NMS, or quoted in a
system maintained by the NASD, the fair market value will be the
average of the lowest bid and highest asked prices per share for
the Common Stock quoted on the applicable date by one or more
brokerage firms selected by the Plan Administrator which then
make a market in the Common Stock or, in the absence of any such
bid and asked prices quoted on such date, the quoted per share
price (or average of the quoted per share prices, if several),
whether bid or asked, for the Common Stock reported on that date
or, failing this, on the most recent previous date on which such
quotes are available.
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11. How many shares of Common Stock will be purchased for
Participants?
The number of shares purchased for each Participant will
depend on the amount of dividends to be reinvested in a
Participant's account, the amount of any voluntary cash payments
and the applicable purchase price of the Common Stock (See No. 10
above). Each Participant's account will be credited with that
number of shares, including any fractional interest computed to
five (5) decimal places, equal to the total amount to be invested
divided by the applicable purchase price as described in No. 10
above.
12. Will cash dividends on shares held in a Participant's
account be used to purchase additional shares under the
Plan?
Yes. If and when the Corporation declares cash dividends to
the record holders of shares of its Common Stock, the Plan
Administrator will credit each Participant's account with such
dividends, and all such dividends will be automatically
reinvested in additional shares of Common Stock, thereby
compounding each Participant's investment. Fractional shares
held under the Plan for a Participant's account will receive
dividends in the same way as a whole share, but in proportion to
the size of the fractional share.
Voluntary Cash Payments
13. Who is eligible to make voluntary cash payments?
All record holders of Common Stock who elect to have
dividends reinvested and who are eligible to participate, in
accordance with the provisions of the Plan, may also elect to
make voluntary cash payments.
14. What are the limitations on voluntary cash payments?
Participants are strongly encouraged to submit any voluntary
cash payments as near as possible to the applicable dividend
payment date (See No. 9 above). Voluntary cash payments received
too early or too late will be returned to participants.
Voluntary cash payments may not be less than One Hundred
Dollars ($100.00) or more than One Thousand Dollars ($1,000.00)
per quarter. The Corporation reserves the right, in its sole
discretion, to determine whether voluntary cash payments are made
on behalf of an eligible participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or
money order with the executed Authorization Form (for new
participants) or by forwarding a check or money order to the Plan
Administrator with a payment form that will accompany each
statement of account. Checks and money orders should be made
payable to "Union National Mount Joy Bank" and should include the
Participant's account number and taxpayer identification number.
Additional payment forms may be obtained from the Plan
Administrator.
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Any voluntary cash payment received by the Plan
Administrator within the period, described in Numbers 9 and 14
above, will be applied to the purchase of shares of Common Stock
on the following investment date at a price determined in
accordance with the provisions of the Plan. No interest will be
paid on voluntary cash payments held by the Plan Administrator
prior to the respective investment date.
Costs
16. Are there any expenses to Participants in connection with
purchases under the Plan?
No. Participants are not obligated to pay any brokerage
commissions or other charges with respect to purchases of Common
Stock under the Plan.
A Participant who requests that the Plan Administrator sell
shares of Common Stock held in the Participant's account in the
Plan incurs a $5.00 service fee, and any brokerage fees incurred
in connection with such sale. If a Participant pays the fee in
advance when notice of sale is made, then the fee will not be
deducted from the proceeds of the sale (See Nos. 20 and 22
below). All other costs of administration of the Plan are paid
by the Corporation.
Reports to Participants
17. What kind of reports are sent to Participants in the Plan?
The Plan Administrator maintains a separate account for each
Participant. Each Participant in the Plan receives a statement
of account subsequent to each dividend payment date describing
cash dividends, the number of shares purchased, the amount of
voluntary cash payments made by the Participant, the price per
share and total shares accumulated under the Plan. These
statements provide a continuing record of the dates and costs of
purchases on a quarterly basis and should be retained for income
tax purposes. In addition, Participants receive the
Corporation's annual and quarterly reports to shareholders,
notices of shareholder meetings, proxy statements, and Internal
Revenue Service information for reporting dividends paid and
commission expenses paid on their behalf.
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Certificates for Shares
18. Are certificates be issued for shares of Common Stock
purchased under the Plan?
Generally not. The custodial, or "Book Entry" method of
holding shares is a safekeeping feature that protects against
loss, theft, or destruction of stock certificates. It is also a
more economical way for the Plan Administrator to administer the
Plan. Certificates for shares purchased for a Participant's
account under the Plan will not be issued unless the Participant:
(i) specifically requests in writing that such certificates be
issued and includes the payment of a service fee of $5.00 to the
Plan Administrator; (ii) withdraws shares from his or her Plan
account and requests that such shares be sold on his or her
behalf; or (iii) terminates participation in the Plan and does
not request such shares to be sold on his or her behalf. A $5.00
fee is payable by Participants upon withdrawal
or termination from the Plan. If the fee is not paid in advance
when the withdrawal or termination is requested, the fee will be
deducted from the Participant's account.
Withdrawal of Shares in Plan Accounts
19. How may a Participant withdraw shares purchased under the
Plan?
A Participant may withdraw from participation in the Plan
all of the whole shares of Common Stock credited to his or her
account by submitting written notification to the Plan
Administrator at the address shown in No. 3 above. Whole shares
of Common Stock withdrawn from the Plan will be issued through a
certificate in the name of the Participant and dividends will no
longer be reinvested. Any notice of withdrawal received from a
Participant less than ten (10) business days before a dividend
record date will not be effective until the Participant's
dividends paid on that date have been reinvested and the shares
credited to the Participant's account. There is a $5.00
withdrawal fee payable by the Participant. Any fractional
interest withdrawn will be liquidated by the Plan Administrator
on the basis of the then current fair market value of the Common
Stock and a check issued for the proceeds thereof. In no case
will certificates representing a fractional interest be issued.
If the Participant withdraws a portion of his or her shares held
in the Plan and does not sell the withdrawn shares, the
Participant will be deemed to have terminated his or her
participation in the Plan because a shareholder may only
participate in the Plan with respect to all of his or her shares
of Common Stock and not a portion of such shares.
20. May a Participant elect to have the withdrawn shares sold?
Yes. Participants may request the Plan Administrator to
sell the shares withdrawn from the Plan. The request to sell
received from a Participant less than ten (10) business days
before a dividend record date will not be effective until the
Participant's dividends paid on that date have been reinvested
and the shares credited to the Participant's account.
Participants should specify in their written notification of
withdrawal if the Plan Administrator is to cause the sale of the
withdrawn shares.
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The Plan Administrator will direct the Plan Purchasing Agent
to execute a sale order providing for the sale of such shares,
within thirty (30) days of receipt of the notice, and to deliver
to the Participant a check for the proceeds of the sale, less:
any brokerage commissions; a $5.00 service fee; applicable
withholding taxes; and transfer taxes (if any) incurred in
connection with the sale. A request for shares to be sold must
be signed by all persons in whose names the account appears, with
signatures guaranteed.
Any fractional interest withdrawn will be liquidated by the
Plan Administrator on the basis of the then current market value
of the Common Stock and a check issued for the proceeds thereof.
In no case will certificates representing a fractional interest
be issued.
Participants who withdraw all of the whole and fractional
shares from their accounts will be treated as having terminated
participation in the Plan and will also incur a $5.00 withdrawal
fee in addition to the $5.00 service fee to execute a sale order.
(See No. 22 below.)
Discontinuation of Dividend Reinvestment
21. How does a Participant discontinue participation under the
Plan?
Participants may terminate their participation in the Plan
at any time by sending written notice to the Plan Administrator.
When a Participant terminates his or her participation in the
Plan, the Plan Administrator will deliver to the Participant a
certificate for whole shares credited to the Participant's
account under the Plan, and a check representing: a) any
uninvested dividends held by the Plan Administrator for the
Participant under the Plan, and; b) the value of any fractional
share based on the then current fair market value per share of
the Corporation's Common Stock. Any notice of termination
received less than ten (10) business days prior to a dividend
record date will not be effective until dividends paid for such
record date have been reinvested and the shares credited to the
Participant's account. There is a $5.00 withdrawal fee to
terminate participation in the Plan.
22. May a Participant request shares to be sold when terminating
participation?
Yes. The request should be in writing for all of the whole
shares to be sold. Such a request must be signed by each person
in whose name the Plan account appears. On receipt of the
request, the Plan Administrator will direct the Plan Purchasing
Agent to proceed in the same manner as set forth in No. 20 above.
A check will be issued in lieu of the issuance of any fractional
share based on the then current fair market value per share of
the Corporation's Common Stock. There is a $5.00 service fee for
any Participant who requests the Plan Administrator to sell the
shares held in the Participant's account. In addition, there is
a $5.00 withdrawal fee to terminate participation in the Plan.
Therefore, any Participant who elects to terminate his or her
participation in the Plan and directs the Plan Administrator to
sell the shares held in his or her account will incur, in the
aggregate, a service fee of $10.00, representing the $5.00
withdrawal fee and the $5.00 service fee in connection with the
sale of the shares.
12
<PAGE>
Federal Income Tax Information
23. What are the federal income tax consequences of
participation in the Plan?
For federal income tax purposes, a Participant in the Plan
will be treated as having received, on the dividend payment date,
the full amount of dividends allocable to such Participant,
regardless of whether such dividends are actually paid in cash,
withheld for the payment of taxes, or invested in additional
shares of Common Stock pursuant to the Plan. Additionally, the
Participant will be deemed to have received taxable income in the
amount of commissions and other brokerage expenses paid in
purchasing shares on the Participant's behalf. The per share tax
basis of shares acquired for a Participant under the Plan will be
the price per share reported on the periodic statement of account
supplied to each Participant after each applicable Investment
Date, adjusted to include the amount of commissions and other
brokerage expenses paid on behalf of the Participant, as reported
in the Internal Revenue Service information referred to in No. 17
above.
The holding period for shares acquired pursuant to the Plan
will begin on the day after the date the shares are acquired for
a Participant's account. When a Participant is subject to
federal income tax withholding on dividends, and when foreign
Participants' taxable income under the Plan is subject to federal
income tax withholding, dividends will be reinvested net of the
amount of tax withheld under applicable law.
The Corporation believes that Participants will not realize
any taxable income upon receipt of certificates for whole shares
credited to their account, either upon the withdrawal of shares
from the Plan or upon termination of participation in the Plan.
A Participant who sells or exchanges shares previously received
from the Plan, or who directs the Plan Administrator to sell his
or her Plan shares, may, however, recognize gain or loss. A
Participant will also likely be required to recognize gain or
loss upon the receipt of a cash payment for a fractional share
credited to the Participant's account upon withdrawal of shares
from the Plan. The amount of gain or loss in either case will be
the difference between the amount the Participant receives for
the Plan shares or fractional share and the Participant's tax
basis in such shares or fractional share.
Participants who purchase Common Stock under the Plan with
voluntary cash payments should not be required to recognize
income in connection with such purchases. The tax basis of
shares purchased under these circumstances will be equal to the
purchase price as adjusted for the amount of commission expenses
paid on behalf of the Participants. The holding period for such
shares will commence on the day after the shares are acquired.
Dividends reinvested under the Plan by corporate
shareholders may be eligible for the dividends-received
deduction.
The foregoing summary is based upon an interpretation of
current federal income tax laws, and assumes that dividends paid
by the Corporation will be from its earnings and profits.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX CONSEQUENCES,
WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES ACQUIRED PURSUANT TO THE PLAN.
13
<PAGE>
Other Information
24. What happens if the Corporation declares a stock dividend or
a stock split?
The Common Stock in a Participant's account will be adjusted
to give effect to the stock dividend or stock split. In such
event, the number of shares available for issuance under the Plan
shall likewise be adjusted.
25. How will the shares credited to a Participant's account be
voted at a meeting of shareholders?
Participants will receive a proxy which will enable them to
vote whole shares and fractional interests registered in their
name and will enable them to direct the Plan Administrator how to
vote whole shares and fractional interests credited to their Plan
account. Shares held by the Plan Administrator for the account
of a Participant who does not properly return a proxy will not be
voted. Participants will vote shares registered in their own
names directly, or by proxy, as they have in the past.
26. What are the responsibilities and liabilities of the
Corporation and the Plan Administrator?
The Corporation and the Plan Administrator shall not be
liable for any act taken in good faith or for any good faith
omission to act, including without limitation, any claims of
liability: (a) arising out of failure to terminate a
Participant's account upon his or her death; (b) with respect to
the prices at which shares of the Corporation's Common Stock are
purchased or sold, the times when or the manner in which such
purchases or sales are made, the decision whether to purchase
such shares of Common Stock on the open market or from the
Corporation, fluctuations in the market value of the Common
Stock; and (c) any matters relating to the operation or
management of the Plan.
All transactions in connection with the Plan will be
governed by the laws of the Commonwealth of Pennsylvania.
27. May the Plan be modified or discontinued?
Yes. The Corporation, at its discretion, may modify,
suspend, or terminate the Plan and will endeavor to notify
Participants of any such suspension, termination, or
modification. The Corporation may terminate, for whatever
reason, at any time, as it may determine, in its sole discretion,
a Participant's participation in the Plan, after mailing a notice
of intention to terminate to the Participant at the address as it
appears on the Plan Administrator's records.
28. May Participants pledge shares held in their account under
the Plan?
No. Shares credited to a Participant's account under the
Plan may not be pledged or assigned, nor may any rights or
interests under the Plan be transferred, pledged or assigned, and
any purported pledge, assignment or transfer shall be void.
Participants who wish to pledge or assign their shares held under
the Plan must withdraw those shares from the Plan.
14
<PAGE>
USE OF PROCEEDS
The Corporation does not know the number of common shares
that will ultimately be purchased under the Plan or the prices at
which such shares will be purchased. To the extent that shares
are purchased from the Corporation, and not in the open market,
the Corporation intends to add the proceeds it receives from such
sales to its general funds to be used for general corporate
purposes, including, without limitation, investments in and
advances to the Corporation's subsidiaries.
EXPERTS
The audited consolidated financial statements of the
Corporation incorporated in this Prospectus and Registration
Statement by reference to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1996, were audited by Trout
Ebersole & Groff, LLP, independent certified public accountants,
whose report thereon contained in such Annual Report on Form 10-K
is also incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance
upon such report of Trout, Ebersole & Groff, LLP given upon the
authority of such firm as experts in auditing and accounting.
The common shares of the Corporation offered hereby are not
the obligation of, or guaranteed or endorsed by, any bank. They
do not constitute a bank deposit and are not federally insured or
protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, the Office of the
Comptroller of the Currency or any other governmental agency.
Investment in common shares of the Corporation, as with any
investment in common stock, involves investment risks, including
the possible loss of principal.
LEGAL OPINION
The legality of Common Stock covered hereby has been passed
upon for the Corporation by Shumaker Williams, P.C., Special
Corporate Counsel.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The general corporate law of the Commonwealth of
Pennsylvania, as applicable to the Corporation, together with the
Corporation's By-laws, provides the Corporation's officers and
directors with a broad range of limitation from liability and
indemnification for actions and inactions in connection with the
performance of their duties. Aside from matters involving
criminal statutes or tax laws, directors are not personally
liable for monetary damages for any action or inaction taken
unless the director has breached or failed to perform his or her
duties of office and such breach or failure constitutes
self-dealing, willful
misconduct or recklessness. The Corporation's officers and
directors are
entitled to be indemnified if they are named as a party or
threatened to be
named as a party to any type of proceeding as a result of actions
or inactions
taken while in the course of their association with the
Corporation provided
that such action or inaction was in good faith and in a manner
reasonably believed to be in, or not opposed to, the best
interests of the Corporation.
15
<PAGE>
Officers and directors of the Corporation will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions,
the Corporation has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
16
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee $ 0
Blue Sky Fees 0
Legal Fees and Expenses 7,500*
Printing Fees and Postage 1,500*
Miscellaneous 1,000*
------
$ 10,000*
-------
-------
__________________
*Estimated.
Item 15. Indemnification of Directors and Officers.
Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A.
Sections 1741-1750) provides that a business corporation shall
have the power under certain circumstances to indemnify
directors, officers, employees and agents against certain
expenses incurred by them in connection with any threatened,
pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a by-law
adopted by the shareholders, all powers enumerated in Section
1502 (relating to general powers) and elsewhere in the BCL or
otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and
affairs of every business corporation shall be managed under the
direction of, a board of directors. If any such provision is
made in the by-laws, the powers and duties conferred or imposed
upon the board of directors under the BCL shall be exercised or
performed to such extent and by such person or persons as shall
be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand
in a fiduciary relation to the corporation and shall perform his
duties as a director, including his duties as a member of any
committee of the board upon which he may serve, in good faith, in
a manner he reasonably believes to be in the best interests of
the corporation and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use
under similar circumstances. In performing his duties, a
director shall be entitled to rely in good faith on information,
opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by
any of the following:
(1) one or more officers or employees of the corporation
whom the director reasonably believes to be reliable
and competent in the matters presented;
(2) counsel, public accountants or other persons as to
matters which the director reasonably believes to be
within the professional or expert competence of such
person; or
II-1
<PAGE>
(3) a committee of the board upon which he does not serve,
duly designated in accordance with law, as to matters
within its designated authority, which committee the
director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if
he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted.
Section 1716 also states that in discharging the duties of
their respective positions, the board of directors, committees of
the board and individual directors may, in considering the best
interests of the corporation, consider the effects of any action
upon employees, upon suppliers and customers of the corporation
and upon communities in which offices or other establishments of
the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a
violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken
as a director or any failure to take any action shall be presumed
to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of
directors and states that if a by-law adopted by the shareholders
so provides, a director shall not be personally liable, as such,
for monetary damages for any action taken, or any failure to take
any action, unless:
(1) the director has breached or failed to perform the
duties of his office under this section; and
(2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant
to any criminal statute; or
(2) the liability of a director for the payment of taxes
pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a
corporation who is present at a meeting of its board of
directors, or of a committee of the board, at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent is entered in the minutes of
the meeting or unless he files his written dissent to the action
with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the
corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a
director from asserting that minutes of the meeting incorrectly
omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notified the secretary, in writing, of the asserted
omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in
II-2
<PAGE>
the right of the corporation), by reason of the fact that such
person is or was a representative of the corporation, or is or
was serving at the request of the corporation as a representative
of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with the action
or proceeding if such person acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a
manner that he reasonably believed to be in, or not opposed to,
the best interests of the corporation, and with respect to any
criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 1742 of the BCL (relating to derivative actions)
provides that unless otherwise restricted in its by-laws, a
business corporation shall have the power to indemnify any person
who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action by or in the right of
the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of the action if
such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this
section in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless,
and only to the extent that, the court of common pleas of the
judicial district embracing the county in which the registered
office of the corporation is located or the court in which such
action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court of common pleas or
such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory
indemnification) provides for mandatory indemnification of
directors and officers such that to the extent that a
representative of the business corporation has been successful on
the merits or otherwise in defense of any action or proceeding
referred to in Sections 1741 (relating to third party actions) or
1742 (relating to derivative actions), or in defense of any
claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting
indemnification. Under this section unless ordered by a court,
any indemnification under Section 1741 (relating to third party
actions) or 1742 (relating to derivative actions) shall be made
by the business corporation only as authorized in the specific
case upon a determination that indemnification of the
representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those
sections. The determination shall be made:
II-3
<PAGE>
(1) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action
or proceeding;
(2) if such quorum is not obtainable, or, if obtainable and
a majority vote of a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses)
provides that expenses (including attorneys' fees) incurred in
defending any action or proceeding referred to above may be paid
by the business corporation in advance of the final disposition
of the action or proceeding upon receipt of an undertaking by or
on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified by the corporation as authorized by the BCL or
otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses
provided by or granted pursuant to the other sections of the BCL
shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be
entitled under any other by-law, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
such person's official capacity and as to action in another
capacity while holding such office.
Section 1746 of the BCL also provides that indemnification
referred to above shall not be made in any case where the act or
failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or
recklessness.
Section 1746 further declares that indemnification under any
by-law, agreement, vote of shareholders or directors or
otherwise, may be granted for any action taken or any failure to
take any action and may be made whether or not the corporation
would have the power to indemnify the person under any other
provision of law except as provided in this section and whether
or not the indemnified liability arises or arose from any
threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent
with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its
by-laws, a business corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
representative of the corporation or is or was serving at the
request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against
that liability under the provisions of the BCL. Such insurance
is declared to be consistent with the public policy of the
Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of
expenses provided by, or granted pursuant to, the BCL shall,
unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be
II-4
<PAGE>
a representative of the corporation and shall inure to the
benefit of the heirs and personal representative of that person.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a director, officer
of controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the manner has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE>
Item 16. Exhibits
The following exhibits are included in this Registration
Statement.
Exhibit Number
4.1 Articles of Incorporation of Union National
Financial Corporation (Incorporated by reference
to Exhibit 3(i) to Registrant's Current Report on
Form 8-K, filed with the Commission on March 25,
1997.
4.2 Bylaws of Union National Financial Corporation
(Incorporated by reference to Exhibit 3(ii) to
Registrant's Current Report on Form 8-K, filed with
the Commission on March 25, 1997).
5 Opinion of Shumaker Williams, P.C., of Camp Hill,
Pennsylvania, Special Counsel to Registrant as to
legality of the shares of Registrant's stock
(previously filed).
23.1 Consent of Shumaker Williams, P.C., Special
Counsel to Registrant, contained in Opinion
Letter as Exhibit 5 (previously filed).
23.2 Consent of Trout, Ebersole & Groff, LLP, Independent
Auditors.
24 Power of Attorney given by the Officers and
Directors of the Registrant (Included on Signature
Page).
99.1 Union National Financial Corporation Amended and
Restated Dividend Reinvestment and Stock Purchase
Plan.
99.2 Authorization Form.
99.3 Letter to Participant's in the Plan.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
II-6
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 1 to
the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the Borough of Mount
Joy, Commonwealth of Pennsylvania on May 22, 1997.
UNION NATIONAL FINANCIAL CORPORATION
By: /S/ William E, Eby
------------------------------------
William E. Eby,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William E. Eby
and Clement M. Hoober, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
registration statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and
agents full power and authority to do and perform each and every
act and
thing requisite and necessary to be done in and about the
premises, as fully
and to all intents and purposes as they might or could do in
person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Name Capacity Date
/s/ Donald H. Wolgemuth
- -------------------- Chairman of the Board of May 22, 1997
Donald H. Wolgemuth Directors and Director
/s/ William E. Eby
- -------------------- President, Chief May 22, 1997
William E. Eby Executive Officer
and Director(Principal
Executive Officer)
<PAGE>
/s/ Clement M. Hoober
- -------------------- Chief Financial May 22, 1997
Clement M. Hoober Officer(Principal
Financial and
Accounting Officer)
/s/ Franklin R. Eichler
- -------------------- Vice Chairman of May 22, 1997
Franklin R. Eichler the Board of Directors
and Director
/s/ E. Ralph Gerber
- -------------------- Director May 22, 1997
E. Ralph Garber
/s/ Daniel C. Gohn
- -------------------- Director May 22, 1997
Daniel C. Gohn
/s/ Mark D. Gainer
- -------------------- Vice President and May 22, 1997
Mark D. Gainer Director
/s/ Carl R. Hallgren
- -------------------- Director May 22, 1997
Carl R. Hallgren
/s/ David G. Heisey
- -------------------- Director May 22, 1997
David G. Heisey
/s/ William D. Linkous
- -------------------- Director May 22, 1997
William D. Linkous
/s/ Daniel H. Raffensperger
- -------------------- Director May 22, 1997
Daniel H. Raffensperger
/s/ Benjamin W. Piersol, Jr.
- -------------------- Director May 22, 1997
Benjamin W. Piersol, Jr.
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential Page
Index Number in Manually
Number Signed Original
4.1 Articles of Incorporation of Union
National Financial Corporation
Incorporated by reference to Exhibit
3(i) to Registrant's Current Report on
Form 8-K, filed with the Commission on
March 25, 1997).
4.2 Bylaws of Union National Financial
Corporation(Incorporated by reference
to Exhibit 3(ii) to Registrant's Current
Report on Form 8-K, filed with the
Commission on March 25, 1997).
5 Opinion of Shumaker Williams, P.C.,
of Camp Hill, Pennsylvania, Special
Counsel to Registrant as to legality of
the shares of Registrant's stock
(previously filed).
23.1 Consent of Shumaker Williams, P.C.,
Special Counsel to Registrant, contained
in Opinion Letter as Exhibit 5 (previously
filed).
23.2 Consent of Trout, Ebersole & Groff, LLP,
Independent Auditors.
24 Power of Attorney given by the Officers
and Directors of the Registrant (Included
on Signature Page).
99.1 Union National Financial Corporation
Amended and Restated Dividend Reinvestment
and Stock Purchase Plan.
99.2 Authorization Form.
99.3 Letter to Participants in the Plan.
EXHIBIT 4.1
Articles of Incorporation of
Union National Financial Corporation
(Incorporated by reference to Exhibit 3(i)
to Registrant's Current Report on Form 8-K,
filed with the Commission on March 25, 1997).
EXHIBIT 4.2
Bylaws of Union National Financial Corporation
(Incorporated by reference to Exhibit 3(ii)
to Registrant's Current Report on Form 8-K,
filed with the Commission on March 25, 1997).
EXHIBIT 5
Opinion of Shumaker Williams, P.C., of
Camp Hill, Pennsylvania, Special Counsel
to Registrant as to legality of the shares
of Registrant's stock(previously filed)
EXHIBIT 23.1
Consent of Shumaker Williams, P.C., Special Counsel
to Registrant, contained in Opinion Letter as Exhibit 5
(previously filed)
EXHIBIT 23.2
Consent of Trout, Ebersole & Groff, LLP
<PAGE>
TROUT EBERSOLE & GROFF, LLP
Certified Public Accountants
1705 Oregon Pike
Lancaster, Pennsylvania 17601
(717) 569-2900
Fax (717) 569-0141
CONSENT OF TROUT EBERSOLE & GROFF, LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 17, 1997,
accompanying the consolidated financial statements of Union
National Financial Corporation and subsidiaries appearing in the
Annual Report on Form 10-K, for the year ended December 31, 1996.
We consent to the incorporation by reference in this
Post-Effective
Amendment No. 1 to the Registration Statement of Union
National Financial Corporation on Form S-3 (No. 33-80093,
effective December 6, 1995) of the aforementioned report and to
the use of our name as it appears under the caption "Experts."
/S/ Trout, Ebersole & Groff, LLP
May 23, 1997 TROUT, EBERSOLE & GROFF, LLP
Lancaster, Pennsylvania Certified Public Accountants
1705 Oregon Pike
Lancaster, PA 17601
EXHIBIT 24
Power of Attorney given by the Officers
and Directors of the Registrant (Included on
Signature Page)
EXHIBIT 99.1
Union National Financial Corporation
Amended and Restated
Dividend Reinvestment and Stock Purchase Plan
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. PURPOSE
The purpose of this Amended and Restated Dividend
Reinvestment and Stock Purchase Plan is to provide the holders of
record of the common stock, par value $0.25 per share of Union
National Financial Corporation (the "Stock") with a convenient
method to invest cash dividends payable with respect to such
Stock and to make voluntary cash payments for the purchase of
additional shares of Stock, all as hereinafter provided.
2. DEFINITIONS
For purposes of this Plan:
(a) "Account" shall mean the account held by the Plan
Administrator for a Participant to which his or her
Plan Shares are credited.
(b) "Authorization Form" shall mean the form or other
document, as prescribed by the Plan Administrator, used
to evidence an election by an eligible shareholder of
the Corporation to participate in the Plan.
(c) "Corporation" shall mean Union National Financial
Corporation.
(d) "Dividend" shall mean a dividend payable by the
Corporation in cash with respect to the Stock.
(e) "Fair Market Value" shall mean the value of a share of
Stock as of the applicable date as determined by the
Plan Administrator as follows:
(i) If the Stock is listed on an established
organized stock exchange, the Fair Market
Value shall be the closing price per share
for the Stock on such stock exchange on the
applicable date or, if no sale of the Stock
occurred on such stock exchange on that date,
the closing price per share for the Stock on
such stock exchange on the next day on which
a sale of Stock occurred.
<PAGE>
(ii) If the Stock is not listed on an established
stock exchange but is listed in the National
Market System of the National Association of
Securities Dealers Automated Quotation System
("NASDAQ/NMS"), the Fair Market Value shall
be the average of the highest and lowest trading
prices per share for the Stock on the applicable
date or, if no trade of the Stock occurred in
said National Market System on that date, the
average of the highest and lowest trading prices
per share for the Stock on the next day on which
the Stock was traded in said National Market
System.
(iii) If the Stock is not listed on an established
stock exchange or in the NASDAQ/NMS but is
quoted on a system maintained by the National
Association of Securities Dealers, Inc.
("NASD"), the Fair Market Value shall be the
average of the closing dealer bid and asked
prices per share for the Stock quoted on such
system on the applicable date or, if no such
bid and asked prices are quoted on such system
on that date, the average of the closing
dealer bid and asked prices per share for the
Stock quoted on such system on the most recent
previous day on which such prices were quoted.
(iv) If the Stock is not listed on an established
stock exchange or in the NASDAQ/NMS, or quoted
on a system maintained by the NASD, the Fair
Market Value shall be the average of the lowest
bid and highest asked prices per share for the
Stock quoted on the applicable date by one or
more brokerage firms selected by the Plan
Administrator which then make a market in the
Stock or, in the absence of any such bid and
asked prices quoted on such date, the quoted
per share price (or average of the quoted per
share prices, if several), whether bid or asked,
for the Stock reported on the applicable date
or, failing this, on the most recent previous
date on which such quotes are available.
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<PAGE>
(f) "Investment Date" shall mean the day during a month
on which a Dividend is payable, and in any other
month, the fifteenth (15th) day of such month, or if
in any case, such day is not a business day on which
securities are traded, then the next following
business day on which securities are traded.
(g) "Participant" shall mean a shareholder of record of
the Corporation who is participating in the Plan.
(h) "Plan" shall mean this Amended and Restated Dividend
Reinvestment and Stock Purchase Plan.
(i) "Plan Administrator" shall mean a banking subsidiary
of the Corporation, or such other administrator as the
Corporation may, in its sole discretion, from time to
time, select.
(j) "Plan Purchasing Agent" shall mean an entity
registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended, which entity may be
a bank, trust company, brokerage firm or other
independent fiduciary institution selected by the Plan
Administrator for purposes of purchasing shares, in
the open market, on behalf of the Plan. The
Corporation reserves the right to select a new Plan
Purchasing Agent at any time.
(k) "Plan Shares" shall mean the shares of Stock, whole
and fractional, that are held by the Plan
Administrator for the benefit of the Participants
under the Plan.
(l) "Stock" shall mean the common stock of the
Corporation, having a par value of $0.25 per share.
3. ADMINISTRATION
The Plan shall be administered by the Plan Administrator.
All Plan Shares will be registered in the name of the Plan
Administrator, or its nominee, as agent for the Participants and
will be credited to the respective Accounts of the Participants.
4. PARTICIPATION
All holders of record of Stock are and shall be, and all
Participants shall be eligible to participate in the Plan, except
as otherwise determined, from time to time, by the Corporation.
Without limiting the foregoing, the Corporation may refuse to
offer the Plan to shareholders residing in any state that
requires (i) the registration or qualification of the Stock to be
issued pursuant to the Plan, or exemption therefrom, or (ii) the
registration or qualification of the Corporation or the Plan
Administrator, or any of their respective officers or employees,
as a broker, dealer, salesman or
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<PAGE>
agent. A beneficial owner whose shares of Stock are registered
in a name other than his or her own must first become a
shareholder of record by having all or a part of such shares
transferred into his or her own name in order to participate in
the Plan. Also, persons other than The Union National Mount Joy
Bank (the "Bank") or the Bank's Trust Department, who
beneficially own five percent (5%) or more of the Stock are
prohibited from enrolling in the Plan. Participants, other than
the Bank or the Bank's Trust Department who become beneficial
owners of five percent (5%) or more of the Stock, as determined
by the Plan Administrator, in its sole discretion, will be
terminated from further participation in the Plan upon achieving
such ownership status.
5. ENROLLMENT
Any eligible shareholder of record of the Corporation may
enroll in the Plan at any time by completing and signing an
Authorization Form and returning it to the Plan Administrator.
If an Authorization Form requesting reinvestment of Dividends is
received by the Plan Administrator at least ten (10) business
days before the record date established for a particular
Dividend, reinvestment will commence with that Dividend. If an
Authorization Form is received from a shareholder less than ten
(10) business days before the record date established for that
particular Dividend, the reinvestment of Dividends will begin
with the payment of Dividends following the next Dividend record
date if at that time the shareholder is still a record holder of
Stock.
A record holder of Stock may participate in the Plan only
with respect to all of his or her Stock, and may not participate
in the Plan with respect to less than all of his or her shares of
Stock, whether held by the Participant of record or in his or her
Plan Account.
6. VOLUNTARY CASH PAYMENTS
Any eligible shareholder of record who is enrolled in the
Plan and who is eligible to participate in accordance with the
provisions of the Plan may also elect to make voluntary cash
payments by enclosing a check or money order with the executed
Authorization Form (for new participants) or by forwarding a
check or money order to the Plan Administrator with a payment
form that will accompany each statement of account. Checks and
money orders shall be made payable to Union National Mount Joy
Bank, Trust Department, and should include the Participant's
account number and taxpayer identification number. The amount
of such voluntary cash payments may not be less than One Hundred
Dollars ($100.00) or total more than One Thousand Dollars
($1,000.00) per quarter. The Corporation reserves the right, in
its sole discretion, to determine whether voluntary cash payments
are made on behalf of an eligible Participant. Voluntary cash
payments will be accepted for investment, and will be invested,
only in connection with a dividend payment date. Because
Participants will not be credited with interest on their
voluntary cash payments prior to investment and because the Plan
Administrator is prohibited from holding such voluntary cash
payments for extended periods of time prior to investing them,
Participants must submit their voluntary cash payments as near as
possible to the applicable dividend payment date, but at least
ten (10) days prior to such date. For investment of a voluntary
cash payment to occur on a particular investment date, the
voluntary cash payment must be received by the Plan Administrator
no later than ten (10) days prior to the corresponding dividend
payment date, allowing adequate time for the checks or other
drafts to clear prior to the corresponding dividend payment date.
7. PURCHASES
On each date that Dividends are payable, the Corporation
will pay to the Plan Administrator the Dividends payable with
respect to the Stock of the Participants, including their Plan
Shares, less any applicable withholding taxes. As of each
Investment Date, the Plan Administrator will use the amount of
the available Dividends so received from the Corporation,
together with voluntary cash payments received from Participants,
to purchase Stock for the Accounts of the Participants. The Plan
Administrator shall either: (i) purchase Stock from the
Corporation; (ii) direct the Plan Purchasing Agent to purchase
the Stock in the open market; (iii) arrange for the purchase of
Stock in negotiated transactions; or (iv) employ a combination of
the foregoing, as directed from time to time by the Corporation.
Stock purchased from the Corporation will be its authorized but
unissued shares of Stock.
Purchases of Stock from the Corporation under the Plan shall
be made as soon as reasonably possible after the Investment Date,
but not more than thirty (30) days after such date. Open market
purchases of Stock under the Plan will be made by the Plan
Purchasing Agent on or as soon as reasonably possible after each
Investment Date, but not more than thirty (30) days after such
date. Neither the Corporation nor the Plan Administrator will
exercise discretion or control over the methods or timing of
purchases made by the Plan Purchasing Agent pursuant to the Plan.
If any Stock is purchased in the open market and/or in negotiated
transactions, no Stock will be allocated to a Participant's
Account until all Stock has been purchased for all Participants
that month, whether from the Corporation, in the open market, or
in negotiated transactions.
The purchase price of Stock purchased from the Corporation
under the Plan shall be the Fair Market Value of the Stock as of
the Investment Date. The purchase price of Stock purchased under
the Plan in the open market and/or in negotiated transactions
will be the Participant's pro rata share of the actual costs,
excluding any brokerage commissions, incurred by the Plan
Administrator for such purchases. In the event of purchases of
Stock from the Corporation and in the open market and/or in
negotiated transactions, the purchase price per share of Stock to
be charged to each Participant will be based upon the weighted
averages of the prices of all shares purchased. Each
Participant's Account will be credited with the number of whole
and fractional shares of Stock, calculated to five (5) decimal
places, equal to the amount to be invested for the Participant
divided by the applicable purchase price.
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<PAGE>
8. DIVIDENDS ON PLAN SHARES
As the record holder of the Plan Shares held in
Participants' Accounts under the Plan, the Plan Administrator
will receive Dividends, less any applicable withholding taxes,
payable with respect to all Plan Shares held on each Dividend
record date, will credit such Dividends to Participants' Accounts
on the basis of the Plan Shares held in each Account, and will
reinvest such Dividends in Stock under the Plan.
9. COSTS
All costs of administration of the Plan and service charges
will be paid by the Corporation. No brokerage fees will be
charged to Participants in connection with the purchase of Stock.
Participants will be charged the full actual cost, including any
brokerage commissions, of all shares of Stock sold on their
behalf pursuant to the Plan. A Participant who requests that the
Plan Administrator sell shares of Stock held in the Participant's
account in the Plan will incur a $5.00 service fee, in addition
to any brokerage fees incurred in connection with such sale. If
the fee is paid in advance when notice of sale is made, then the
fee will not be deducted from the proceeds of the sale. A $5.00
service fee will also be charged to Participants who request that
the share certificates be issued to them in lieu of their Plan
Shares being held in book entry form. There is also a $5.00 fee
payable by Participants upon withdrawal or termination from the
Plan. If such fee is not paid in advance when the withdrawal or
termination is requested, the fee will be deducted from the
Participant's account.
10. REPORTS TO PARTICIPANTS
As soon as practicable after each Investment Date, the Plan
Administrator will mail to each Participant for whose Account a
transaction has occurred under the Plan, a statement showing:
(a) the amount of Dividends applied for the Participant
toward such investment;
(b) any taxes withheld;
(c) the net amount invested;
(d) the number of Plan Shares purchased;
(e) the price per share at which Plan Shares were
purchased; and
(f) the total Plan Shares accumulated in the Participant's
Account.
Each Participant will receive annually, information for the
purpose of reporting his or her Dividend income and other
relevant information, including brokerage commissions and other
expenses paid on the Participant's behalf, in accordance with
applicable tax laws.
-6-
<PAGE>
11. VOTING OF PLAN SHARES
The whole number of shares of Stock credited to the Account
of a Participant under the Plan will be voted at meetings of
shareholders of the Corporation by the Plan Administrator, as
record holder, in accordance with the instructions of the
Participant, as delivered by the Participant, as and when
prescribed by the Corporation or the Plan Administrator. In the
absence of providing such instructions to the Plan Administrator,
the Plan Shares of a Participant will not be voted.
12. WITHDRAWAL OF PLAN SHARES
Participants may withdraw all or a portion of the whole Plan
Shares in their Accounts by notifying the Plan Administrator in
writing to that effect and specifying in the notice the number of
shares to be withdrawn. Certificates for whole shares of Stock
so withdrawn will be registered in the name of the Participant
and issued to the Participant within thirty (30) days of the Plan
Administrator's receipt of notice of withdrawal. Certificates
for fractional shares of Stock will not be issued under any
circumstance. In lieu of issuing certificates for fractional
shares of Stock, any fractional interest withdrawn will be
liquidated by the Plan Administrator on the basis of the then
current market value of the Stock and a check issued for the
proceeds thereof. Any notice of withdrawal from an Account
received less than ten (10) business days prior to a Dividend
record date will not be effective until Dividends paid on such
record date with respect to the Plan Shares in the Account have
been reinvested in Stock under the Plan and such Stock has been
credited to the Participant's Account. There is a $5.00
withdrawal fee payable by the Participant.
Participants may request the Plan Administrator to sell the
Plan Shares that are withdrawn from their Accounts by specifying
in the notice of withdrawal, the number of shares to be sold.
The Plan Administrator will execute a sale order for such shares
within thirty (30) days of receipt of the notice, and will
deliver to the Participant a check for the proceeds of the sale,
less any brokerage commissions, a $5.00 service fee, and
applicable withholding taxes and transfer taxes incurred in
connection with the sale. A request for Plan Shares to be sold
must be signed by each person in whose name the Account appears,
with signatures guaranteed.
Any Plan Shares remaining in a Participant's Account after
withdrawal will continue to be held for the Participant by the
Plan Administrator, and Dividends on such Plan Shares will
continue to be reinvested under the Plan. A Participant who
withdraws all of the Plan Shares in his or her Account will be
treated as having terminated participation in the Plan and will
incur a $5.00 withdrawal fee. A Participant who withdraws a
portion of the Plan Shares from his or her Account and who does
not instruct the Plan Administrator to sell such shares, will
effectively terminate participation in the Plan, unless such
shares are sold by the Participant after they are withdrawn from
his or her Account. Remember that a holder of Stock may
participate in the Plan only with respect to all of his or her
Stock, and may not participate in the Plan with respect to less
than all of his or her shares of Stock.
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<PAGE>
13. TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a Participant
at any time by giving written notice thereof to the Plan
Administrator in a form established by the Plan Administrator and
including the payment of a $5.00 withdrawal fee. The
Corporation in its sole discretion at any time may send written
notice to a Participant, with a copy sent to the Plan
Administrator, by which the Participant's participation in the
Plan is terminated; in any such case, the Participant shall be
treated as if he or she has terminated participation in the Plan
as of the date of mailing of such notice.
Within thirty (30) days after the date on which any such
notice is received by the Plan Administrator (the "Termination
Date"), the Plan Administrator will deliver to the Participant:
(a) a certificate for all whole Plan Shares held in the
Participant's Account, (b) a check representing any uninvested
Dividends held by the Plan Administrator for the Participant, and
(c) a check in lieu of the issuance of any fractional share of
Stock credited to the Participant's Account, equal to (i) the
proceeds from the sale of such fractional share on the open
market, less any brokerage commissions, a $5.00 withdrawal fee
and applicable withholding taxes and transfer taxes incurred, or
(ii) the fractional share multiplied by the Fair Market Value of
the Stock as of the Termination Date, less a $5.00 withdrawal
fee. Any notice of Plan termination received from a Participant
less than ten (10) business days prior to a Dividend record date
will not be effective until the Dividends paid on such record
date with respect to the Plan Shares in the Account have been
reinvested in Stock under the Plan and such Stock has been
credited to the Participant's Account.
In the alternative, a Participant may request in his or her
notice of Plan termination delivered to the Plan Administrator,
that all of the Plan Shares in the Participant's Account be sold.
A request for Plan Shares to be sold must be signed by all
persons in whose names the Account appears, with signatures
guaranteed. If such a sale is requested, the Plan Administrator
will direct the Plan Purchasing Agent to execute a sale order
providing for the sale of such Plan Shares within thirty (30)
days of its receipt of such request, and will also direct the
Plan Purchasing Agent to deliver to the Participant a check for
the proceeds of the sale, less any brokerage commissions, a $5.00
service fee, and applicable withholding taxes and transfer taxes
incurred.
14. STOCK CERTIFICATES
Unless a request is made in writing to the Plan
Administrator which includes the payment of a service fee of
$5.00, Participants will not be issued certificates for shares
held in custody by the Plan Administrator. Certificates will,
however, be issued to Participants upon withdrawal of Plan Shares
or upon termination of participation in the Plan and will be
registered in the name or names in which the Participant's
Account is maintained. If a Participant requests a certificate
to be registered in a name other than that shown on the Account,
such request must be signed by all persons in whose names the
Account is registered, with signatures guaranteed, and be
accompanied by such other documentation as the Plan Administrator
may require.
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<PAGE>
Participants may not pledge or assign Plan Shares credited
to their Accounts, or pledge, assign or transfer any of their
rights or interests under the Plan, and any such purported
pledge, assignment or transfer shall be void and of no force or
effect.
15. STOCK DIVIDENDS, SPLITS AND OFFERINGS
Any shares of capital stock resulting from a stock dividend
or stock split by the Corporation with respect to the Plan Shares
of a Participant shall be added to the Participant's Account with
the Plan Administrator as additional Plan Shares. Stock
dividends or shares resulting from a stock split that are
distributable with respect to shares of Stock held of record in a
Participant's name will be mailed directly to the Participant in
the same manner as are such distributions to the Corporation's
shareholders who are not participating in the Plan.
In the event of any change in the Stock held by the Plan
Administrator under the Plan as a result of a stock split,
reverse stock split, stock dividend or similar transaction, the
number of Plan Shares shall be appropriately adjusted. Also, the
total shares available for issuance pursuant to the Plan will be
adjusted to reflect the stock split, stock dividend or similar
transaction.
In the event of any "rights" or similar offering by the
Corporation of any of its capital stock, the Plan Shares credited
to a Participant's Account shall be treated as shares of Stock
held of record by the Participant in his or her name for purposes
of such offering.
16. INCOME TAX ASPECTS
The reinvestment of dividends does not relieve the
Participant of any income tax which may be payable on such
dividends. The payment by the Corporation of service fees and
brokerage commissions in connection with dividend reinvestment is
considered income to the Participant and reported as such to the
Internal Revenue Service. If a Participant is subject to United
States backup withholding tax on dividends, the amount of the tax
to be withheld will be deducted form the amount of the dividends
and only the reduced amount will be reinvested in Stock.
Statements of account for said Participants indicate the amount
withheld. At year end, the Plan Administrator provides each
Participant with summary information for tax purposes at no
charge to the Participant. (See, Paragraph 10 above.)
17. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Corporation may amend, supplement, suspend, modify or
terminate the Plan at any time without the approval of the
Participants. The Corporation shall endeavor to send to
Participants notice of any suspension, termination or material
amendment of the Plan. Participants shall in all events have the
right to withdraw from the Plan. Any such suspension,
termination or material amendment of the Plan shall not become
effective until thirty (30) days after notice is mailed to the
Participants.
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<PAGE>
18. INTERPRETATION OF PLAN
The Plan, the Authorization Form, and the Participants'
Accounts shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, and applicable
state and federal securities laws. Any question of
interpretation arising under the Plan shall be determined by the
Corporation pursuant to applicable state and federal law and the
rules and regulations of all regulatory authorities, and such
determination shall be final and binding upon all Participants
and the Plan Administrator. The Corporation or, with its
consent, the Plan Administrator, may adopt rules and regulations
from time to time to facilitate the administration of the Plan.
Where used in this Plan, the plural shall include the singular
and, unless the context otherwise clearly requires, the singular
shall include the plural. The captions of the various paragraphs
contained in this Plan are for convenience only and shall not
affect the interpretation or meaning of the provisions of the
Plan.
19. NO LIABILITY OF CORPORATION OR PLAN ADMINISTRATOR
Neither the Corporation nor the Plan Administrator, nor
their respective directors, officers or employees, shall be
liable for any act taken in good faith or for any good faith
omission to act, including without limitation, any claim of
liability (a) arising out of failure to terminate a Participant's
Account upon such Participant's death, and (b) with respect to
the prices at which shares of Stock are purchased or sold, the
times when or the manner in which such purchases or sales are
made, the decision whether to purchase shares of Stock on the
open market or from the Corporation, fluctuations in the Fair
Market Value of the Stock, and (c) any matters relating to the
operation or management of the Plan.
The foregoing Plan was amended and restated by the Board of
Directors of Union National Financial Corporation on May 22,
1997, effective May 23, 1997.
UNION NATIONAL FINANCIAL CORPORATION
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EXHIBIT 99.2
Union National Financial Corporation
Authorization Form
<PAGE>
UNION NATIONAL FINANCIAL CORPORATION
AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus
describing the Union National Financial Corporation Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the
"Plan") and agree to the terms and conditions of the Plan as set
forth in the Prospectus.
I (We) hereby appoint Union National Mount Joy Bank or such
other corporation or bank as may succeed it as the Plan
Administrator pursuant to the Plan (or any modification thereof),
as my (our) agent (the "Agent"), to act as such upon and subject
to the terms and conditions of the Plan as set forth in the Plan
Description.
I (We) hereby authorize Union National Financial Corporation
(the "Corporation") to deposit with and pay to the Agent for my
(our) account under the Plan all cash dividends payable in
respect of all shares of Common Stock of the Corporation
registered in my (our) name(s).
I (We) hereby authorize the Agent, as provided in the Plan,
to apply all such cash dividends, as directed above, and cash
dividends on shares held by the Agent for me (us) under the Plan,
as well as any additional voluntary and optional cash payments
made by me (us) as provided in the Plan, to the purchase of
additional shares of Common Stock for my (our) account under the
Plan. I (We) may terminate this authorization and appointment at
any time by so notifying the Agent in writing of my (our)
withdrawal from the Plan.
Date:__________________________ ______________________________
Shareholder Name (Please Print)
_______________________________ ______________________________
Social Security/Tax I.D. Number Shareholder Signature
(If Joint Account):
Date:__________________________ _______________________________
Shareholder Name (Please Print)
_______________________________ _______________________________
Social Security/Tax I.D. Number Shareholder Signature
Please sign exactly as name appears on stock certificate and mail
to:
Plan Administrator
Union National Mount Joy Bank
PO Box 567
Mount Joy, PA 17552
THIS IS NOT A PROXY
EXHIBIT 99.3
Letter to Participants in the Plan
<PAGE>
[UNION NATIONAL FINANCIAL CORPORATION]
May 27, 1997
To Participants In the Corporation's
Dividend Reinvestment Plan:
We are pleased to inform you that the Board of Directors has
amended its Dividend Reinvestment Plan to permit additional
voluntary cash payments to be made toward the purchase of shares
of the Corporation's common stock. With the adoption of this
amendment, the name of the Plan has been changed to the "Dividend
Reinvestment and Stock Purchase Plan." As you know, the Plan is
designed to allow you to use your cash dividends to purchase
additional shares of the Corporation's common stock. The
amendment to the Plan permits you to purchase additional shares,
within certain limits, if you so desire, by submitting voluntary
cash payments in conjunction with each dividend payment date. We
enclose a prospectus containing additional descriptive
information concerning the Plan, as revised. If you wish to
submit a voluntary cash payment, please complete the enclosed
Authorization Form and return the Form with your check. In the
future, a payment form will accompany your statement of account.
We appreciate your continued ownership of the Corporation's
common stock. Please write or telephone Charles Starr or me with
any questions that you may have.
Sincerely,
_________________
