As filed with the Securities and Exchange Commission on July 20, 1999
Registration No. 33-80093
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mark D. Gainer
President and Chief Executive Officer
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
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area code, and telephone number, including
of Registrant's principal executive area code, of agent for service)
offices)
With Copies To:
Nicholas Bybel, Jr., Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
(717) 763-1121
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Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of this Post-Effective Amendment No. 2 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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PROSPECTUS
UNION NATIONAL FINANCIAL CORPORATION
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DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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Shares of Common Stock
par value $0.25
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Union National Financial Corporation's Dividend Reinvestment and Stock
Purchase Plan, as amended, provides holders of Union National's common stock
with a convenient way to purchase additional shares of Union National's common
stock, by permitting participants in the plan to automatically reinvest cash and
stock dividends on all of their shares. This prospectus reflects an amendment to
the plan that provides for safekeeping of stock certificates when shares are
distributable to a plan participant pursuant to a stock dividend or stock split
on shares registered in the name of a participant under the plan, as well as an
increase in the fees associated with the administration of the plan.
Participation in the plan is entirely voluntary 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
and restated on February 1, 1997, and further amended on February 25, 1999,
Union National is authorized to sell up to 165,375 shares of common stock
(originally 150,000 common shares, which shares were subject to adjustment for
stock dividends and stock splits.) Approximately 32,512 shares were issued prior
to June 1, 1999. This prospectus relates to the approximately 132,863 shares
remaining and authorized for issuance under the plan.
Dividends (in cash or stock), 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 held in the plan.
A summary of the plan is provided in this prospectus in an easy to
understand question and answer format. The entire text of the plan is filed as
Exhibit 99.1 to Union National's Registration Statement, of which this
prospectus forms a part. You are encouraged to read it carefully. If you have
any additional questions, please call Charles R. Starr, the plan administrator
at (717) 653-1441.
We recommend that you retain this prospectus 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.
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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.
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The date of this Prospectus is July 30, 1999.
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AVAILABLE INFORMATION
Union National is subject to the informational requirements of the
Securities Exchange Act of 1934, and therefore files reports, proxy statements
and other information with the Securities and Exchange Commission. These
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 these materials may also be obtained from the Public Reference
Section of the Commission at its Washington address, by mail at prescribed
rates. The Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's web site is
http://www.sec.gov.
This prospectus constitutes a part of the Registration Statement No.
33-80093 filed by Union National with the Commission under the Securities Act of
1933 on December 6, 1995, relating to the common stock offered in this
prospectus. This prospectus omits certain information contained in the
registration statement, and reference is made to the registration statement and
to its exhibits for further information with respect to Union National and the
common stock offered in this prospectus. Any statements contained in this
prospectus concerning the provisions of any document are not necessarily
complete, and in each instance reference is made to the copy of that document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by this 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, that
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 an offer or solicitation in that 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 Union National since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date of this prospectus.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Union National with the Commission are
hereby incorporated by reference in this prospectus (File No. 0-19214):
(a) Union National's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Commission on March 29,
1999;
(b) Union National's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 14,
1999;
(c) Union National's Current Report on Form 8-K, filed with the
Commission on February 25, 1999; and
(d) the description of Union National's common stock that appears
in Union National's prospectus filed with the Commission on
May 27, 1997, which forms a part of Union National's
Registration Statement No. 333-27837 on Form S-8.
All documents filed by Union National under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
are also incorporated by reference into this prospectus and deemed a part of
this prospectus from the date of filing.
Any statement contained in a document that is incorporated by reference
will be modified or superseded for all purposes to the extent that a statement
contained in this prospectus (or in any other document that is subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.
Documents incorporated by reference are available without charge to each
participant in the plan who requests, a copy of any or all of the documents. In
addition, you may obtain all documentation relating to the plan that is required
to be delivered to participants pursuant to the rules adopted under the
Securities Act of 1933 from Union National. Requests for copies should be
addressed verbally or in writing to:
Union National Financial Corporation
Attention: Chief Financial Officer
101 East Main Street
P.O. Box 567
Mount Joy, Pennsylvania 17552
(717) 653-1441
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THE CORPORATION
Union National, a Pennsylvania business corporation, is a bank holding
company registered with and supervised by the Board of Governors of the Federal
Reserve System. Union National was formed in 1986 as the holding company for
Union National Community Bank (formerly Union National Mount Joy Bank). The Bank
serves the Lancaster County area of Pennsylvania. As used herein, "Union
National" refers to Union National Financial Corporation and its banking
subsidiary.
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 Union National are
located at 101 East Main Street, P.O. Box 567, Mount Joy, Pennsylvania 17552.
AMENDMENT TO THE PLAN
Union National's Board of Directors amended the plan on February 25, 1999
to provide for safe keeping of stock certificates when shares are distributable
to a plan participant pursuant to a stock dividend or stock split on shares
registered in the name of a participant under the plan, as described in detail
below. The amendment providing for safekeeping of stock certificates and
increasing the fees associated with the administration of the plan became
effective on the date the Board of Directors amended the plan.
EXPLANATION OF THE
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in a question and answer format, constitutes a summary
description of the Union National Financial Corporation Dividend Reinvestment
and Stock Purchase Plan. A complete copy of the plan document is filed as
Exhibit 99.1 to the Registration Statement of which this prospectus forms a
part. Those holders of Union National's common stock who do not participate in
the plan will continue to receive stock certificates, if and when stock
dividends or stock splits are declared.
General
1. What is the purpose of the plan?
The plan provides participants of Union National'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
Union National under the plan, Union National will receive additional funds for
its general corporate purposes. (See the Section entitled "USE OF PROCEEDS".)
Each participant should recognize that neither Union National nor the plan
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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?
o The plan provides participant 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.
o 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.)
o Participants may avoid cumbersome safekeeping and recordkeeping 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 Nos. 17, 18 and
24 below.)
o Participants benefit because Union National pays all of the
administrative costs of the plan. (See No. 16 below.)
3. Who administers the plan for participants?
The Union National Community Bank Trust Department administers the plan. In
this 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 Community 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 Union National are eligible to
participate in the plan. However, Union National may refuse to offer the plan to
various shareholders of Union National as follows:
o 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 Union National 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 that state(s);
o those whose shares are registered in the name of a nominee, such as a
brokerage firm or securities depository, unless those shares are first
transferred into the record name of the beneficial owner; and
o those shareholders who beneficially own 5% or more of Union National'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 $100.00 or more than $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 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 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 Union National's common stock under the plan.
Historically, dividends declared on the common stock have been declared and
paid on a quarterly basis. Union National's Board of Directors reserves the
right to change dividend record and payment dates, if and when dividends are
declared.
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6. Is a shareholder required to reinvest his or her dividends on all
shares of common stock held in the plan in order to participate in the
plan?
Yes. All holders of record of Union National'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 in the plan and must arrange to have
the dividends on all of those shares reinvested under the plan by
completing the authorization form and sending the form to the
plan administrator.
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. Shareholders may only participate in the plan with respect to all
of their shares of common stock held in the plan.
Purchases
8. How are shares of common stock acquired under the plan?
Cash dividends payable on Union National's common stock held by persons
participating in the plan will be paid to the plan administrator. The cash
dividends paid to the plan administrator will not include any applicable taxes
withheld by Union National. 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, who will be a broker-dealer registered under the
Securities Exchange Act of 1934 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 Union
National 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 Union National's
common stock on the open market for the plan accounts of the participants.
Alternatively, the plan administrator will, if so directed by Union National,
acquire shares directly from Union National, or pursuant to negotiated
transactions. A combination of the foregoing methods may be used, as Union
National directs. In any event, each participant's account will be credited with
a pro rata share of the purchased shares.
9. When will shares of common stock be purchased under the plan?
All dividends (cash and stock) will be used to purchase common stock as
soon as reasonably possible after the applicable dividend payment date, but not
more than 30 days after the dividend payment 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
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on their voluntary cash payments prior to investment and because the plan
administrator is prohibited from holding 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 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.
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 that month, or in any case, if that 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 those purchases. For
shares of common stock purchased from Union National, 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 Union National 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 that stock exchange on the applicable date or, if no sale of the common stock
occurred on that stock exchange on that date, the closing price per share for
the common stock on that 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 the 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 the 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 that
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system on the applicable date or, if no bid and asked prices are quoted on that
system on that date, the average of the closing dealer bid and asked prices for
the common stock quoted on that system on the most recent previous day on which
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 bid and asked prices quoted on that
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 quotes are available.
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 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 dividends on shares held in a participant's account be used to
purchase additional shares under the plan?
Yes. If and when Union National declares cash and/or stock dividends or
stock splits, to the record holders of shares of its common stock, the plan
administrator will credit each participant's account with those dividends and/or
stock splits, and all dividends and/or stock splits 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.
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Voluntary cash payments may not be less than $100.00 or more than $1,000.00
per quarter. Union National 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 Community Bank Trust Department" and should include
the participant's account number and taxpayer identification number. Additional
payment forms may be obtained from the plan administrator.
Any voluntary cash payment received by the plan administrator within the
period, described in Nos. 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 $10.00
service fee, and any brokerage fees incurred in connection with the 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 Union National.
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, stock dividends, stock splits,
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 Union National'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. Will certificates be issued for shares of common stock purchased or
acquired under the plan?
No. 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 or acquired pursuant to a
stock dividend or stock split for a participant's account under the plan will
not be issued unless the participant:
o specifically requests in writing that the certificates be issued and
includes the payment of a service fee of $10.00 to the plan administrator;
o withdraws shares from his or her plan account and requests that the shares
be sold on his or her behalf; or
o terminates participation in the plan and does not request the shares to be
sold on his or her behalf. A $10.00 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 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 $10.00 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
those shares.
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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 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.
The plan administrator will direct the plan purchasing agent to execute a
sale order providing for the sale of shares, within 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 $10.00 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 $10.00 withdrawal fee in addition to the $10.00 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:
o any uninvested dividends held by the plan administrator for the participant
under the plan, and;
o the value of any fractional share based on the then current fair market
value per share of Union National's common stock. Any notice of termination
received less than 10 business days prior to a dividend record date will
not be effective until dividends paid for the record date have been
reinvested and the shares (whole or fractional) credited to the
participant's account. There is a $10.00 withdrawal fee to terminate
participation in the plan.
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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. Any 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 Union National's common stock.
There is a $10.00 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 $10.00 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 $20.00, representing
the $10.00 withdrawal fee and the $10.00 service fee in connection with the sale
of the shares.
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 the participant, regardless of whether the 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.
Union National 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
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<PAGE>
the plan shares or fractional share and the participant's tax basis in those
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 those
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 those 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 Union National 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.
Other Information
24. What happens if Union National 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 that event, the number of shares
available for issuance under the plan shall likewise be adjusted. Participants
will not receive certificates for their plan shares unless requested. This
protects against loss, theft or destruction of stock certificates and reduces
Union National's administrative costs associated with the plan.
25. How will the shares credited to a participant's account be voted at a
meeting of shareholders?
Participants will receive a proxy that 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 Union National and the plan
administrator?
Union National 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:
o arising out of failure to terminate a participant's account upon his or her
death;
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<PAGE>
o with respect to the prices at which shares of Union National's common stock
are purchased or sold, the times when or the manner in which those
purchases or sales are made, the decision whether to purchase shares of
common stock on the open market or from Union National, fluctuations in the
market value of the common stock; and
o 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 Board of Directors of Union National, in its discretion, may
modify, suspend, or terminate the plan at any time and will endeavor to promptly
notify participants of any suspension, termination, or modification. The Board
of Directors of Union National 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 which will
terminate their participation in the plan.
USE OF PROCEEDS
Union National does not know the number of common shares that will
ultimately be purchased under the plan or the prices at which these shares will
be purchased. To the extent that shares are purchased from Union National, and
not in the open market, Union National intends to add the proceeds it receives
from the sales to its general funds to be used for general corporate purposes,
including, without limitation, investments in and advances to Union National's
subsidiaries.
EXPERTS
The audited consolidated financial statements of Union National
incorporated in this prospectus and registration statement by reference to Union
National's Annual Report on Form 10-K for the year ended December 31, 1998, were
audited by Trout, Ebersole & Groff, LLP, independent certified public
accountants, whose report contained in the Annual Report on Form
15
<PAGE>
10-K is also incorporated by reference in this prospectus. The financial
statements are incorporated by reference in reliance upon the report of Trout,
Ebersole & Groff, LLP and given upon the authority of the firm as experts in
auditing and accounting.
The common shares of Union National offered in this prospectus 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 Union National, as with any investment in common stock,
involves investment risks, including the possible loss of principal.
LEGAL OPINION
The legality of the common stock covered in this prospectus has been passed
upon for Union National 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 Union National, together with Union National's By-laws, provides
Union National'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 that breach or failure constitutes self-dealing,
willful misconduct or recklessness. Union National'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 Union National provided that
this action or inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of Union National. Officers and
directors of Union National 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 Union National
pursuant to the foregoing provisions, Union National has been informed that in
the opinion of the Securities and Exchange Commission this 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
Legal Fees & Expenses $ 10,000 *
Accounting Fees $ 2,500 *
Printing Fees & Postage $ 1,100 *
Blue Sky Registration Fees $ 3,050 *
Miscellaneous $ 1,000 *
------
Total $ 17,650 *
=======
* Estimated
Item 15. Indemnification of Directors and Officers.
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to Union National, together with Union National's By-laws, as
amended, provides Union National'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. Generally, Articles 23 and 24
of Union National's By-laws, as amended, provide for indemnification of
directors and officers. Aside from matters involving criminal statutes or tax
laws, the By-laws provide that the 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 that breach or
failure constitutes self-dealing, willful misconduct or recklessness. Union
National's officers and directors are entitled to be indemnified if they are
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 Union National provided that
this action or inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of Union National. Officers and
directors of Union National 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.
The specific provisions of Pennsylvania corporate law that provide for
indemnification of directors and officers are set forth herein. Subchapter D of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the
BCL), (15 Pa. C.S.A. ss.ss.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 similar 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 the extent and by such person or persons as shall be
provided in the by-laws.
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Section 1712 of the BCL provides that a director shall stand in a fiduciary
relationship 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 that person; or
(3) a committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.
Section 1716 also states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors may, in considering the best interests of the corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The consideration of
those factors shall not constitute a violation of Section 1712. In addition,
absent breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable 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:
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<PAGE>
(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 those minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that the 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 that person
in connection with the action or proceeding if that 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
the 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 that person in connection with the defense or
settlement of the action if that 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
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<PAGE>
which the 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 the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
expenses which the court of common pleas or any other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers 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, that person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by that 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 that person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;
(2) if a 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 all amounts, 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 that
office.
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<PAGE>
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. This 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 capacity, or arising out of his status, whether or not the corporation
would have the power to indemnify him against that liability under the
provisions of the BCL. This insurance is declared to be consistent with the
public policy of the commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.
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 any
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 matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether this indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of the issue.
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<PAGE>
Item 16. Exhibits
The following exhibits are included in this Registration Statement.
Exhibit Number
4.1 Amended Articles of Incorporation of Union National Financial
Corporation (Incorporated by reference to Exhibit 3(i) to Registrant's
Registration Statement No. 333-27837 on Form S-8, filed with the
Commission on May 27, 1997).
4.2 Amended By-laws of Union National Financial Corporation (Incorporated
by reference to Exhibit 3(ii) to Registrant's Registration Statement
No. 333-27837 on Form S-8, filed with the Commission on May 27, 1997
and to Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 filed with the Commission on March
29, 1999.)
5 Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania,
Special Counsel to Registrant as to legality of the shares of
Registrant's common stock (previously filed).
23.1 Consent of Trout, Ebersole & Groff, LLP, Independent Auditors.
23.2 Consent of Shumaker Williams, P.C., Special Counsel to Registrant,
contained in Opinion Letter as Exhibit 5 (previously filed).
24 Power of Attorney given by the Officers and Directors of the
Registrant (Included on Signature Page).
99.1 Union National Financial Corporation Dividend Reinvestment and Stock
Purchase Plan.
99.2 Authorization Form.
99.3 Letter to Participants in the Dividend Reinvestment and Stock Purchase
Plan.
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<PAGE>
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 the information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of those
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 those
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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<PAGE>
SIGNATURES
Pursuant to 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. 2 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 June 10, 1999.
UNION NATIONAL FINANCIAL CORPORATION
By: /s/ Mark D. Gainer
------------------
Mark D. Gainer,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark D. Gainer 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
the 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 the 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 June 10, 1999
- ------------------------- of Directors
Donald H. Wolgemuth
/s/ Mark D. Gainer President and Chief
- ------------------------- Executive Officer June 10, 1999
Mark D. Gainer and Director (Principal
Executive Officer)
/s/ Clement M. Hoober Chief Financial Officer June 10, 1999
- ------------------------- (Principal Financial and
Clement M. Hoober Accounting Officer)
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<PAGE>
/s/ Franklin R. Eichler Vice Chairman of the June 10, 1999
- --------------------------- Board of Directors
Franklin R. Eichler
/s/ William E. Eby Director June 10, 1999
- ---------------------------
William E. Eby
/s/ E. Ralph Garber Director June 10, 1999
- ---------------------------
E. Ralph Garber
/s/ Daniel C. Gohn Director June 10, 1999
- ---------------------------
Daniel C. Gohn
/s/ Carl R. Hallgren Director June 10, 1999
- ---------------------------
Carl R. Hallgren
/s/ David G. Heisey Director June 10, 1999
- ---------------------------
David G. Heisey
/s/ William D. Linkous Director June 10, 1999
- ---------------------------
William D. Linkous
/s/ Daniel H. Raffensperger Director June 10, 1999
- ---------------------------
Daniel H. Raffensperger
/s/ Benjamin W. Piersol, Jr. Director June 10, 1999
- ---------------------------
Benjamin W. Piersol, Jr.
- --------------------------- Director June __, 1999
Darwin A. Nissley
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INDEX TO EXHIBITS
Exhibit Sequential Page
Index Number Number in Manually
Signed Original
4.1 Amended Articles of Incorporation of Union
National Financial Corporation (Incorporated by
reference to Exhibit 3(i) to Registrant's Registration
Statement No. 333-27837 on Form S-8, filed with the
Commission on May 27, 1997).
4.2 Amended By-laws of Union National Financial Corporation
(Incorporated by reference to Exhibit 3(ii) to Registrant's
Registration Statement No. 333-27837 on Form S-8, filed
with the Commission on May 27, 1997 and to Exhibit 3(ii)
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Commission on March 29,
1999.)
5 Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania,
Special Counsel to Registrant as to legality of the shares
of Registrant's common stock (previously filed).
23.1 Consent of Trout, Ebersole & Groff, LLP, Independent 28
Auditors.
23.2 Consent of Shumaker Williams, P.C., Special Counsel
to Registrant, contained in Opinion Letter as Exhibit 5
(previously filed).
24 Power of Attorney given by the Officers and Directors
of the Registrant(Included on Signature Page).
99.1 Union National Financial Corporation Dividend 30
Reinvestment and Stock Purchase Plan.
99.2 Authorization Form. 41
99.3 Letter to Participants in the Dividend Reinvestment 43
and Stock Purchase Plan.
EXHIBIT 23.1
CONSENT OF TROUT, EBERSOLE & GROFF, LLP
<PAGE>
CONSENT OF TROUT, EBERSOLE & GROFF, LLP
INDEPENDENT AUDITORS
We have issued our report dated January 15, 1999 (except for Note 17, as to
which the date is February 11, 1999), accompanying the consolidated financial
statements of Union National Financial Corporation and subsidiary appearing in
the Annual Report on Form 10-K, for the year ended December 31, 1998.
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to the Registration Statement No. 33-80093 of Union National
Financial Corporation on Form S-3, filed with the Commission on December 6,
1995, and as amended by Post-Effective Amendment No. 1 to the Registration
Statement effective May 27, 1997 and related prospectus of Union National
Financial Corporation for the registration of 132,863 shares of Union National
Financial Corporation's common stock and to the incorporation by reference to
our report with respect to the consolidated financial statements in the Annual
Report for the year ended December 31, 1998. We further consent to the reference
to our firm as it appears under the caption "Experts" in this Post-Effective
Amendment No. 2 to the Registration Statement and related prospectus of Union
National Financial Corporation.
/s/ Trout, Ebersole & Groff, LLP
TROUT, EBERSOLE & GROFF, LLP
Certified Public Accountants
July 20, 1999
Lancaster, Pennsylvania
EXHIBIT 99.1
UNION NATIONAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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UNION NATIONAL FINANCIAL CORPORATION
AMENDED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. PURPOSE
The purpose of this Dividend Reinvestment and Stock Purchase Plan, as
amended from time to time, is to provide the holders of record of the common
stock, par value $0.25 per share, of Union National Financial Corporation with a
convenient method to invest cash and stock dividends payable with respect to the
common stock and to make voluntary cash payments for the purchase of additional
shares of common stock, and to provide for safekeeping of stock certificates
when shares are distributable to plan participants, 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 and as amended from time to
time, used to evidence an election by an eligible shareholder of
the corporation to participate in the plan.
(c) "Common Stock" shall mean the common stock of the Corporation,
having a par value of $0.25 per share.
(d) "Corporation" shall mean Union National Financial Corporation.
(e) "Dividend" shall mean a dividend payable by the Corporation in
cash or shares with respect to the common stock.
(f) "Fair Market Value" shall mean the value of a share of common
stock as of the applicable date as determined by the plan
administrator as follows:
(i) If the common stock is listed on an established organized
stock exchange, the fair market value shall 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 stock exchange
on the next day on which a sale of common stock occurred.
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(ii) If the common 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 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.
(iii)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 shall 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 per share for the common stock quoted on
such system on the most recent previous day on which such
prices were quoted.
(iv) if the common 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 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 the applicable date or, failing
this, on the most recent previous date on which such quotes
are available.
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(g) "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.
(h) "Participant" shall mean a shareholder of record of the
Corporation who is participating in the plan.
(i) "Plan" shall mean this Dividend Reinvestment and Stock
Purchase Plan, as amended from time to time.
(j) "Plan Administrator" shall mean a banking subsidiary of the
Corporation, or such other administrator as the Board of
Directors of the Corporation may, in its sole discretion, from
time to time, select.
(k) "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 Board of Directors
of the Corporation reserves the right to select a new plan
purchasing agent at any time.
(l) "Plan Shares" shall mean the shares of common stock, whole and
fractional, that are held by the plan administrator for the
benefit of the participants under the plan.
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 common 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 common
stock to be issued pursuant to the plan, or exempt 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
agent. A beneficial owner whose shares of common 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 Union National Community Bank
(the "Bank") or the Bank's Trust Department, who beneficially own five percent
(5%) or more of the common stock are prohibited from enrolling in the plan.
Participants, other than the Bank or the Bank's
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Trust Department who become beneficial owners of five percent (5%) or more of
the common 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 common stock.
A record holder of common stock may participate in the plan only with
respect to all of his or her common stock held in the plan, and may not
participate in the plan with respect to less than all of his or her shares of
common stock, held by the participant of record 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 Community 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 common stock of the
participants,
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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 common stock for the accounts
of the participants. The plan administrator shall either: (i) purchase common
stock from the Corporation; (ii) direct the plan purchasing agent to purchase
the common stock in the open market; (iii) arrange for the purchase of common
stock in negotiated transactions; or (iv) employ a combination of the foregoing,
as directed from time to time by the Corporation. Common stock purchased from
the Corporation will be its authorized but unissued shares of common stock.
Purchases of common 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 common 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 common stock is purchased in the
open market and/or in negotiated transactions, no common stock will be allocated
to a participant's account until all common 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 common stock purchased from the corporation under the
plan shall be the fair market value of the common stock as of the investment
date. The purchase price of common 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 common stock
from the Corporation and in the open market and/or in negotiated transactions,
the purchase price per share of common 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 common stock, calculated to five (5) decimal places, equal
to the amount to be invested for the participant divided by the applicable
purchase price.
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 common 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 common stock. Participants will be charged the full actual
cost, including any brokerage commissions, of all shares of common stock sold on
their behalf pursuant to the plan. A
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participant who requests that the plan administrator sell shares of common stock
held in the participant's account in the plan will incur a $10.00 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 $10.00 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
$10.00 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.
11. VOTING OF PLAN SHARES
The whole number of shares of common 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 common 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 common stock will not be issued under any circumstance. In lieu of
issuing certificates for
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fractional shares of common stock, 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. 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 common stock under the plan and such common stock has been
credited to the participant's account. There is a $10.00 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 $10.00 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 $10.00 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. A
holder of common stock may participate in the plan only with respect to all of
his or her common stock held in the plan, and may not participate in the plan
with respect to less than all of his or her shares of common stock.
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 $10.00 withdrawal fee. The
Board of Directors of 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 common 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 $10.00
withdrawal fee and applicable withholding taxes and transfer taxes incurred, or
(ii) the fractional share multiplied by the fair market value of the common
stock as of the termination date, less a $10.00 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
<PAGE>
been reinvested in common stock under the plan and such common 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 $10.00 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 $10.00, 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.
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 common stock held of record in a
participant's name will be credited to the participant's account and no stock
certificates will be issued. This provides plan participants with a convenient
and economical method of safe keeping of stock certificates.
In the event of any change in the common 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 common stock held of record by the participant in his or
her name for purposes of such offering.
<PAGE>
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 from the amount of the dividends and only the reduced amount
will be reinvested in common stock. Statements of account for these 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 Board of Directors of the Corporation may amend, supplement, suspend,
modify or terminate the plan at any time without the approval of the
participants. The Board of Directors of the Corporation shall endeavor to
promptly 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.
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 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
shares of common stock on the open market or from the Corporation, fluctuations
in the Fair market value of the common stock, and (c) any matters relating to
the operation or management of the plan.
<PAGE>
The foregoing plan was amended by the Board of Directors of Union National
Financial Corporation on February 25, 1999 and is effective immediately.
July 20, 1999
UNION NATIONAL FINANCIAL CORPORATION
EXHIBIT 99.2
UNION NATIONAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
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UNION NATIONAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FORM
This will confirm that I (we) have received the prospectus describing the
Union National Financial Corporation Dividend Reinvestment and Stock Purchase
Plan and agree to the terms and conditions of the plan as set forth in the
prospectus.
I (We) hereby appoint Union National Community Bank or any 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 my
(our) agent 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 to deposit
with and pay to the Agent for my (our) account under the plan all cash and stock
dividends payable in respect of all shares of common stock of Union National
registered in my (our) name(s).
I (We) hereby authorize the Agent, as provided in the plan, to apply all
cash and stock dividends, as directed above, and cash and stock 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:
Union National Community Bank, Trust Department
Dividend Reinvestment Plan Administrator
P. O. Box 567
Mount Joy, PA 17552
THIS IS NOT A PROXY
EXHIBIT 99.3
LETTER TO PARTICIPANTS IN THE
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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Letterhead of
[UNION NATIONAL FINANCIAL CORPORATION]
July 30, 1999
To Participants In Union National Financial Corporation's
Dividend Reinvestment and Stock Purchase Plan:
We are pleased to inform you that the Board of Directors has amended Union
National's Dividend Reinvestment and Stock Purchase Plan to provide stock
certificate protection for participants in the plan. As you know, the plan is
designed to provide participants with a convenient method to invest dividends
payable with respect to shares of Union National's common stock. The amendment
to the plan provides for safe keeping of stock certificates when shares are
distributable to a plan participant pursuant to a stock dividend or stock split
on shares registered in the name of a participant under the plan. In addition,
the amendment increases the fees associated with the administration of the plan.
We enclose a prospectus containing additional descriptive information concerning
the plan, as amended.
We appreciate your continued ownership of Union National's common stock.
Please write or telephone the either plan administrator or me at (717) 653-1441
with any questions that you may have.
Sincerely,
Mark D. Gainer
President and Chief Executive Officer
:98487
