As filed with the Securities and Exchange Commission on
November 3, 1997
Registration No.333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________________________________
MID PENN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1666413
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Eugene F. Shaffer, President
Mid Penn Bancorp, Inc.
349 Union Street 349 Union Street
Millersburg, Pennsylvania 17061 Millersburg, Pennsylvania 17061
(717) 692-2133 (717) 692-2133
- ------------------------------- ---------------------------------
(Address, including zip code, (Name, address, including zip
and telephone number, code, and telephone number,
including area code, of including area code, of agent
Registrant's principal for service)
executive offices)
With Copies To:
Nicholas Bybel, Jr., Esquire
B. Tyler Lincoln, Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
(717) 763-1121
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after this
Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check
the following box. [ ]
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. [ X ]
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 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, please check the following
box and list the Securities Act Registration Statement number of
the earlier effective Registration Statement for the same
offering. [ ]
If delivery of the Prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
<CAPTION>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered Per Share
_________________________________________________________________
<S> <C> <C>
Common Stock par value
$1.00 per share 200,000 $ 26.00
_________________________________________________________________
<CAPTION>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price <F1> Fee
_________________________________________________________________
<S> <C> <C>
Common Stock par value $ 5,200,000.00 $ 1,575.76
$1.00 per share
_________________________________________________________________
<FN>
<F1> Estimated solely for the purpose of determining the
registration fee. Calculated in accordance with Rule 457(c) and
based upon the average of the bid and asked prices of the Common
Stock on October 30, 1997.
_______________________
</FN>
</TABLE>
<PAGE>
PROSPECTUS
MID PENN BANCORP, INC.
______________________
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
______________________
SHARES OF COMMON STOCK
PAR VALUE $1.00
______________________
The Amended and Restated Dividend Reinvestment (the "Plan")
of Mid Penn Bancorp, Inc. (the "Corporation") provides holders of
the Corporation's common shares with a convenient way to
purchase additional shares of the Corporation's common stock, par
value $1.00 per share (the "Common Stock"), by permitting
participants in the Plan to have cash dividends on all of their
shares automatically reinvested and by providing that each
participating shareholder may voluntarily purchase additional
shares of Common Stock of the Corporation with cash contributions
to the Plan.
Participation in the Plan is entirely voluntarily so that
shareholders may join the Plan and terminate their participation
in the Plan at any time.
The Plan was originally adopted by the Corporation's
shareholders on April 24, 1990, and was amended by resolution of
the Board of Directors on June 26, 1996, and on September 24,
1997. Under the terms of the Plan, as amended on September 24,
1997, the Corporation is authorized to issue up to 200,000 shares
of Common Stock (subject to adjustment for, among other things,
stock dividends and stock splits) pursuant to the Plan.
Dividends, if and when declared, will be reinvested under
the terms of the Plan. Shareholders may participate in the Plan
with respect to any or all of their shares of Common Stock,
provided that each shareholder participates with respect to at
least one share of Common Stock.
Complete details of the Plan are provided in this Prospectus
in an easy to understand question and answer format. You are
encouraged to read it carefully. If you have any additional
questions, please call Kevin W. Laudenslager at (717) 692-2133.
We recommend that you retain this Prospectus for future
reference.
An investment in Common Stock held in a Plan account has the
same market risks as an investment in Common Stock held in
certificate form. Participants bear the risk of loss (and
receive benefit of gain) occurring by reason of fluctuations in
the market price of the Common Stock held in the Plan account.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________
The date of this Prospectus is November 3, 1997.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information can be inspected and copied at the Public
Reference Section of the Commission at Judicial Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C., as well as the
following Regional Offices of the Commission: Chicago Regional
Office, 219 South Dearborn Street, Chicago, IL 60604; and New
York Regional Office, 26 Federal Plaza, New York, NY 10278.
Copies of such materials may also be obtained from the Public
Reference Section of the Commission at its Washington address, by
mail at prescribed rates. The SEC maintains a Web site that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with
the SEC. The address of the SEC site is http://www.sec.gov.
This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to
the Registration Statement and to the exhibits relating thereto
for further information with respect to the Corporation and the
Common Stock offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily
complete, and in each instance reference is made to the copy of
such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation should not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
purchase, any of the securities to which this Prospectus relates
in any jurisdiction to or from any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither delivery of this Prospectus nor any sale of securities to
which this Prospectus relates shall, under any circumstance,
create any implication that there has been no change in the
affairs or condition of the Corporation since the date hereof or
that the information contained herein is correct as of any time
subsequent to the date hereof.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents filed by the Corporation with
the Commission (File No. 0-20141):
(a) Annual Report on Form 10-K for the year ended December
31, 1996;
(b) The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, and June 30, 1997;
and
(c) the description of the Company's Common Stock contained
in the Corporation's Articles of Incorporation and By-
laws and included in the Annual Report on Form 10-K for
the year ended December 31, 1991.
All reports filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the
request of any such person, a copy of any or all of the documents
referred to under "DOCUMENTS INCORPORATED BY REFERENCE" that have
been incorporated in the Prospectus by reference, other than
exhibits to such documents. Requests for such copies should be
directed to Kevin W. Laudenslager, Mid Penn Bancorp, Inc., 349
Union Street, Millersburg, Pennsylvania 17601. Telephone
requests may be directed to Mr. Laudenslager at (717) 692-2133.
THE CORPORATION
The Corporation, a Pennsylvania business corporation, is a
bank holding company registered with and supervised by the Board
of Governors of the Federal Reserve System. The Corporation was
formed in August, 1991, as the holding company for Mid Penn Bank
(the "Bank"), the Registrants' subsidiary Pennsylvania chartered
commercial bank. As used herein, the "Corporation" refers to Mid
Penn Bancorp, Inc. and its subsidiaries.
The Bank is a full-service commercial bank with trust powers
and provides a wide range of banking and financial services to
individuals and small to medium-sized businesses. The principal
executive offices of the Corporation are located at 349 Union
Street, Millersburg, Pennsylvania 17601.
3
<PAGE>
AMENDMENT TO THE PLAN
The Corporation's Board of Directors amended the Plan on
September 24, 1997, to provide for registration of 200,000
shares of Common Stock issuable under the Plan. The amendment is
effective after the filing of this Registration Statement.
EXPLANATION OF THE
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
The following, in a question and answer format, constitutes
a summary description of the Mid Penn Bancorp, Inc. Amended and
Restated Dividend Reinvestment Plan (the "Plan") a complete copy
of which Plan document is filed as Exhibit 99.1 to the
Registration Statement of which this Prospectus forms a part.
Those holders of the Corporation's Common Stock who do not
participate in the Plan will continue to receive cash dividends
by check or advance of credit to their account, if and when
declared.
1. What is the purpose of the Plan?
The Plan provides participating record holders
("Participants") of the Corporation's Common Stock with a
convenient method of investing cash dividends payable upon their
Common Stock and of making voluntary cash payments to purchase
additional shares of Common Stock. To the extent that the
additional shares are purchased directly from the Corporation
under the Plan, the Corporation will receive additional funds for
its general corporate purposes. (See "USE OF PROCEEDS".) Each
Participant should recognize that neither the Corporation nor the
Plan Administrator (See No. 3 below) can provide any assurance
that shares purchased under the Plan will, at any particular
time, be worth more or less than their purchase price.
2. What are the advantages of the Plan?
* Participants have cash dividends on all of the shares of
Common Stock credited to their Plan Account and
automatically reinvested in additional shares of Common
Stock, purchased without payment of any service charges
or brokerage commissions. The Plan also provides
shareholders with the opportunity to make additional
voluntary cash payments, within specified limits, to
purchase additional shares of Common Stock, without the
payment of any service charges or brokerage commissions.
* Participants will obtain full investment use of funds,
because the Plan provides for fractional shares as well
as whole shares to be credited to the Participants'
accounts. Fractional shares earn dividends just like
whole shares when held in the Plan account. (See No. 11
below.)
4
<PAGE>
* Participants may avoid cumbersome safekeeping and record
keeping costs through the free custodial and reporting
services furnished by the Plan. Shares are held in "Book
Entry" form and regular statements of account are
provided by the Plan Administrator. (See No. 17 below.)
* Participants benefit because the Corporation pays all of
the administrative costs of the Plan. (See No. 15
below.)
3. Who administers the Plan for Participants?
Norwest Bank Minnesota, National Association ("Norwest")
administers the Plan, as "Plan Administrator." In such capacity,
the Plan Administrator sends periodic statements of account to
Participants and performs other administrative duties relating to
the Plan. Shares purchased for a Participant under the Plan are
held by the Plan Administrator and registered in its name. (See
No. 17 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:
Norwest Shareholder Services
Investment Plan Services
Post Office Box 64856
St. Paul, Minnesota 55164-0856
Participants who have questions regarding the Plan also may
contact the Plan Administrator at 1-800-468-9716.
Participation
4. Who is eligible to participate in the Plan?
Generally, record holders of Common Stock of the Corporation
are eligible to participate in the Plan. However, the
Corporation may refuse to offer the Plan to various shareholders
of the Corporation as follows: 1) those who are residents of a
state that may require registration, qualification or exemption
of the Common Stock to be issued under the Plan, or registration
or qualification of the Corporation or any of its officers or
employees as a broker, dealer, salesman or agent where the Plan
Administrator determines, in its discretion, that the number of
shareholders or number of shares held does not justify the
expense of registration, fees, etc. in said state(s); 2) those
whose shares are registered in the name of a nominee, such as a
brokerage firm or securities depository, unless such shares are
first transferred into the record name of the beneficial owner;
and 3) those shareholders who beneficially own five percent (5%)
or more of the Corporation's outstanding Common Stock, as
determined by the Plan Administrator, in its sole discretion.
5
<PAGE>
Subject to the limitations in the paragraph immediately
above and without limiting the generality of this statement,
Participants in the Plan may make voluntary cash payments of not
less than One Hundred Dollars ($100.00) or more than Five
Thousand Dollars ($5,000.00) per quarter. (See No. 13 below.)
5. How does an eligible shareholder become a Participant in the
Plan?
An eligible shareholder may join the Plan at any time by
completing and signing the authorization form included with the
Prospectus (the "Authorization Form") and returning it to the
Plan Administrator. A postage-paid envelope is provided, with
the Prospectus, for that purpose. Additional Authorization Forms
may be obtained, at any time, from the Plan Administrator. A
properly completed Authorization Form must be received before a
dividend record date in order for the dividends payable to
shareholders of record on that date to be reinvested in the
Corporation's Common Stock under the Plan. If an Authorization
Form is received from a shareholder after the record date
established for a particular dividend, the reinvestment of
dividends may begin with the next dividend, provided the
shareholder is still a shareholder of record on the record date
with respect to the next dividend.
Historically, dividends declared on the Common Stock have
been declared and paid on a quarterly basis. The Corporation's
Board of Directors reserves the right to change dividend record
and payment dates, if and when dividends are declared.
6. Does a shareholder have to authorize dividend reinvestment
on all shares of Common Stock to participate in the Plan?
No. All holders of record of the Corporation's Common Stock
are eligible to participate in the Plan, except as discussed in
No. 4 above. To participate in the Plan record holders of Common
Stock may participate with respect to any or all shares of Common
Stock that they hold, as long as, they participate with respect
to at least one share of Common Stock and arrange to have the
dividends on all such share(s) reinvested under the Plan by
completing the Authorization Form and sending the form to the
Plan Administrator.
Purchases
7. How are shares of Common Stock acquired under the Plan?
Cash dividends payable on the Corporation's Common Stock
held by persons participating in the Plan will be paid to the
Plan Administrator. The dividends paid to the Plan Administrator
will not include any applicable taxes withheld by the
Corporation. The Plan Administrator will pool these cash
dividends together with all voluntary cash payments received and,
with respect to shares to be purchased on the open market, will
transfer them to an independent purchasing agent (the "Purchasing
Agent"), who will be a broker-dealer registered under the
Securities Exchange Act of 1934, as amended, and may be a bank,
trust company, brokerage firm, or other independent fiduciary, as
selected by the Corporation's Board of Directors. Aside from
transferring funds to the Purchasing Agent, neither the
Corporation nor the Plan Administrator shall have any influence
6
<PAGE>
on the manner, methods or timing of shares acquired in open
market transactions. The Purchasing Agent will use the funds to
purchase shares of the Corporation's Common Stock on the open
market for the Plan accounts of the Participants. Alternatively,
the Plan Administrator will, if so directed by the Corporation,
acquire shares directly from the Corporation, or pursuant to
negotiated transactions. A combination of the foregoing methods
may be used, as the Plan Administrator directs. Shares purchased
from the Corporation will be authorized but unissued shares of
Common Stock. In any event, each Participant's account will be
credited with a pro rata share of such purchased shares.
8. When will shares of Common Stock be purchased under the
Plan?
Cash dividends will be used to purchase Common Stock as soon
as reasonably possible after the applicable dividend payment
date, but not more than thirty (30) days after such date.
Voluntary cash payments will be accepted for investment, and
will be invested, only in connection with a dividend payment
date. Voluntary cash contributions may vary from one dividend
date to another. Because participants will not be credited with
interest on their voluntary cash payments prior to investment and
because the Plan Administrator is prohibited from holding such
voluntary cash payments for extended periods of time prior to
investing them, participants are strongly encouraged to submit
their voluntary cash payments as near as possible to the
applicable dividend payment date. For investment of a voluntary
cash payment to occur on a particular investment date, the
voluntary cash payment must be received by the Plan Administrator
within thirty (30) 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.
Voluntary cash contributions will not be deemed to have been made
by a participant or received by the Plan Administrator until the
funds so contributed are actually collected. Interest will not
be paid on cash contributions. Payments received more than
thirty (30) days prior to a dividend payment will be returned.
Purchases of Common Stock in the open market or in
negotiated transactions may occur over one or more trading days.
9. 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 the day during a month on which a dividend
is payable, and in any other month, the 15th day of such month,
or in any case, if such day is not a business day on which
securities are traded, then the next following business day on
which securities are traded. The purchase price of the Common
Stock purchased under the Plan in open market and/or in
negotiated transactions will be the Participant's pro rata share
of the actual costs (excluding brokerage commissions, if any)
incurred by the Plan Administrator for such purchases. For
shares of Common Stock purchased from the Corporation, the
purchase price will be the fair market value of the Common Stock,
as of the applicable Investment Date. In the event of purchases
of Common Stock from the Corporation and in the open market
and/or negotiated transactions, the purchase price per share of
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<PAGE>
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 three (3) decimal
places, equal to the amount to be invested for the Participant
divided by the applicable purchase price.
If the Common Stock is listed on an established organized
stock exchange, the fair market value will be the closing price
per share for the Common Stock on such stock exchange on the
applicable date or, if no sale of the Common Stock occurred on
such stock exchange on that date, the closing price per share for
the Common Stock on such exchange on the next day on which a sale
of Common Stock occurred. If the Common Stock is not listed on
an established exchange but is listed in the National Market
System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ/NMS"), the fair market value
will be the average of the highest and lowest trading prices per
share for the Common Stock on the applicable date or, if no trade
of the Common Stock occurred in said National Market System on
that date, the average of the highest and lowest trading prices
per share for the Common Stock on the next day on which the
Common Stock was traded in said National Market System. If the
Common Stock is not listed on an established stock exchange or in
the NASDAQ/NMS but is quoted on a system maintained by the
National Association of Securities Dealers, Inc. ("NASD"), the
fair market value will be the average of the closing dealer bid
and asked prices per share for the Common Stock quoted on such
system on the applicable date or, if no such bid and asked prices
are quoted on such system on that date, the average of the
closing dealer bid and asked prices for the Common Stock quoted
on such system on the most recent previous day on which such
prices were so quoted. If the Common Stock is not listed on an
established stock exchange or in the NASDAQ/NMS, or quoted in a
system maintained by the NASD, the fair market value will be the
average of the lowest bid and highest asked prices per share for
the Common Stock quoted on the applicable date by one or more
brokerage firms selected by the Plan Administrator which then
make a market in the Common Stock or, in the absence of any such
bid and asked prices quoted on such date, the quoted per share
price (or average of the quoted per share prices, if several),
whether bid or asked, for the Common Stock reported on that date
or, failing this, on the most recent previous date on which such
quotes are available.
10. 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. 9
above). Each Participant's account will be credited with that
number of shares, including any fractional interest computed to
three (3) decimal places, equal to the total amount to be
invested divided by the applicable purchase price as described in
No. 9 above.
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<PAGE>
11. Will cash dividends on shares held in a Participant's
account be used to purchase additional shares under the Plan?
Yes. If and when the Corporation declares cash dividends to
the record holders of shares of its Common Stock, the Plan
Administrator will credit each Participant's account with such
dividends, and all such dividends will be automatically
reinvested in additional shares of Common Stock, thereby
compounding each Participant's investment. Fractional shares
held under the Plan for a Participant's account will receive
dividends in the same way as a whole share, but in proportion to
the size of the fractional share.
Voluntary Cash Payments
12. 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.
13. 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. 8 above). Voluntary cash payments received
too early or too late will be returned to participants.
Voluntary cash payments may not be less than One Hundred
Dollars ($100.00) or more than Five Thousand Dollars ($5,000.00)
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.
14. 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 "Shareholder Services" 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 No. 8 and No. 13
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.
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<PAGE>
Costs
15. Are there any expenses to Participants in connection with
PURCHASES under the Plan?
No. Participants are not obligated to pay any brokerage
commissions or other charges with respect to PURCHASES of Common
Stock under the Plan.
A Participant who requests that the Plan Administrator SELL
shares of Common Stock held in the Participant's account in the
Plan incurs a $5.00 service fee and is required to pay brokerage
fees, if any, 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 No. 19 and No. 21 below). All other costs of administration
of the Plan are paid by the Corporation.
Reports to Participants
16. What kind of reports are sent to Participants in the Plan?
The Plan Administrator maintains a separate account for each
Participant. Each Participant in the Plan receives a statement
of account subsequent to each dividend payment date describing
cash dividends, the number of shares purchased, the amount of
voluntary cash payments made by the Participant, the price per
share and total shares accumulated under the Plan. These
statements provide a continuing record of the dates and costs of
purchases on a quarterly basis and should be retained for income
tax purposes. In addition, Participants receive the
Corporation's annual and quarterly reports to shareholders,
notices of shareholder meetings, proxy statements, and Internal
Revenue Service information for reporting dividends paid and
commission expenses paid on their behalf.
Certificates for Shares
17. Are certificates to be issued for shares of Common Stock
purchased under the Plan?
Generally not. The custodial, or "Book Entry" method of
holding shares is a safekeeping feature that protects against
loss, theft, or destruction of stock certificates. It is also a
more economical way for the Plan Administrator to administer the
Plan. Certificates for shares purchased for a Participant's
account under the Plan will not be issued unless the Participant:
(i) specifically requests in writing that such certificates be
issued; (ii) withdraws shares from his or her Plan account and
requests that such shares be sold on his or her behalf; or (iii)
terminates participation in the Plan and does not request such
shares to be sold on his or her behalf. A $5.00 service 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.
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<PAGE>
Withdrawal of Shares in Plan Accounts
18. How may a Participant withdraw shares purchased under the
Plan?
A Participant may withdraw from participation in the Plan
any or 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 one business day 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. 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.
19. 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 one business day 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 Purchasing Agent to
execute a sale order providing for the sale of such shares,
within thirty (30) days of receipt of the notice, and to deliver
to the Participant a check for the proceeds of the sale, less:
any brokerage commissions; a $5.00 service fee; applicable
withholding taxes; and transfer taxes (if any) incurred in
connection with the sale. A request for shares to be sold must
be signed by all persons in whose names the account appears.
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 incur a $5.00 service fee to
execute a sale order. (See No. 21 below.)
Discontinuation of Dividend Reinvestment
20. 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
11
<PAGE>
account under the Plan, and a check representing: a) uninvested
dividends, if any, held by the Plan Administrator for the
Participant under the Plan, and; b) the value of any fractional
share based on the then current fair market value per share of
the Corporation's Common Stock. Any notice of termination
received less than one business day prior to a dividend record
date will not be effective until dividends paid for such record
date have been reinvested and the shares credited to the
Participant's account. There is a $5.00 service fee to terminate
participation in the Plan.
21. May a Participant request shares to be sold when terminating
participation?
Yes. The request should be in writing for all of the whole
shares to be sold. Such a request must be signed by each person
in whose name the Plan account appears. On receipt of the
request, the Plan Administrator will direct the Purchasing Agent
to proceed in the same manner as set forth in No. 19 above. A
check will be issued in lieu of the issuance of any fractional
share based on the then current fair market value per share of
the Corporation's Common Stock. 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 a $5.00 service fee.
Federal Income Tax Information
22. What are the federal income tax consequences of
participation in the Plan?
For federal income tax purposes, a Participant in the Plan
will be treated as having received, on the dividend payment date,
the full amount of dividends allocable to such Participant,
regardless of whether such dividends are actually paid in cash,
withheld for the payment of taxes, or invested in additional
shares of Common Stock pursuant to the Plan. Additionally, the
Participant will be deemed to have received taxable income in the
amount of commissions and other brokerage expenses paid in
purchasing shares on the Participant's behalf. The per share tax
basis of shares acquired for a Participant under the Plan will be
the price per share reported on the periodic statement of account
supplied to each Participant after each applicable Investment
Date, adjusted to include the amount of commissions and other
brokerage expenses paid on behalf of the Participant, as reported
in the Internal Revenue Service information referred to in No. 16
above.
The holding period for shares acquired pursuant to the Plan
will begin on the day after the date the shares are acquired for
a Participant's account. When a Participant is subject to
federal income tax withholding on dividends, and when foreign
Participants' taxable income under the Plan is subject to federal
income tax withholding, dividends will be reinvested net of the
amount of tax withheld under applicable law.
The Corporation believes that Participants will not realize
any taxable income upon receipt of certificates for whole shares
credited to their account, either upon the withdrawal of shares
from the Plan or upon termination of participation in the Plan.
A Participant who sells or exchanges shares previously received
from the Plan, or who directs the Plan Administrator to sell his
or her Plan shares, may, however, recognize gain or loss. A
Participant will also likely be required to recognize gain or
loss upon the receipt of a cash payment for a fractional share
12
<PAGE>
credited to the Participant's account upon withdrawal of shares
from the Plan. The amount of gain or loss in either case will be
the difference between the amount the Participant receives for
the Plan shares or fractional share and the Participant's tax
basis in such shares or fractional share.
Participants who purchase Common Stock under the Plan with
voluntary cash payments should not be required to recognize
income in connection with such purchases. The tax basis of
shares purchased under these circumstances will be equal to the
purchase price as adjusted for the amount of commission expenses
paid on behalf of the Participants. The holding period for such
shares will commence on the day after the shares are acquired.
Dividends reinvested under the Plan by corporate
shareholders may be eligible for the dividends-received
deduction.
The foregoing summary is based upon an interpretation of
current federal income tax laws, and assumes that dividends paid
by the Corporation will be from its earnings and profits.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX CONSEQUENCES,
WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES ACQUIRED PURSUANT TO THE PLAN.
Other Information
23. What happens if the Corporation declares a stock dividend or
a stock split?
The Common Stock in a Participant's account will be adjusted
to give effect to the stock dividend or stock split. In such
event, the number of shares available for issuance under the Plan
shall likewise be adjusted.
24. How will the shares credited to a Participant's account be
voted at a meeting of shareholders?
Participants will receive a proxy which will enable them to
vote whole shares and fractional interests registered in their
name and will enable them to direct the Plan Administrator how to
vote whole shares and fractional interests credited to their Plan
account. Shares held by the Plan Administrator for the account
of a Participant who does not properly return a proxy will not be
voted. Participants will vote shares registered in their own
names directly, or by proxy, as they have in the past.
25. What are the responsibilities and liabilities of the
Corporation and the Plan Administrator?
The Corporation and the Plan Administrator shall not be
liable for any act taken in good faith or for any good faith
omission to act, including without limitation, any claims of
liability: (a) arising out of failure to terminate a
Participant's account upon his or her death; (b) with respect to
the prices at which shares of the Corporation's Common Stock are
purchased or sold, the times when or the manner in which such
13
<PAGE>
purchases or sales are made, the decision whether to purchase
such shares of Common Stock on the open market or from the
Corporation, fluctuations in the market value of the Common
Stock; and (c) any matters relating to the operation or
management of the Plan.
All transactions in connection with the Plan will be
governed by the laws of the Commonwealth of Pennsylvania.
26. May the Plan be modified or discontinued?
Yes. The Corporation, in its discretion, may modify,
suspend, or terminate the Plan and will endeavor to notify
Participants of any such suspension, termination, or
modification. The Corporation may terminate, for whatever
reason, at any time, as it may determine, in its sole discretion,
a Participant's participation in the Plan, after mailing a notice
of intention to terminate to the Participant at the address as it
appears on the Plan Administrator's records.
27. 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.
USE OF PROCEEDS
The Corporation does not know the number of common shares
that will ultimately be purchased under the Plan or the prices at
which such shares will be purchased. To the extent that shares
are purchased from the Corporation, and not in the open market,
the Corporation intends to add the proceeds it receives from such
sales to its general funds to be used for general corporate
purposes, including, without limitation, investments in and
advances to the Corporation's subsidiaries.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees, and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether or
not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act
is determined by a court to have constituted recklessness or
willful misconduct. Pennsylvania law also permits the adoption
of a bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability 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 or
her office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
14
<PAGE>
The bylaws of the Corporation provide for (1)
indemnification of directors, officers, employees, and agents of
the Corporation and of its subsidiaries, and (2) the elimination
of a director's liability for monetary damages, to the full
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such
Act and is therefore unenforceable.
EXPERTS
The audited consolidated financial statements of the
Corporation incorporated in this Prospectus and Registration
Statement by reference to the Corporation's Annual Report on Form
10-K for the year ended December 31, 1996, were audited by
Parente, Randolph, Orlando, Carey & Associates, independent
certified public accountants, whose report thereon contained in
such Annual Report on Form 10-K is incorporated herein by
reference. Such financial statements have been incorporated
herein by reference in reliance upon such report of Parente,
Randolph, Orlando, Carey & Associates given upon the authority
of such firm as experts in auditing and accounting.
The common shares of the Corporation offered hereby are not
the obligation of, or guaranteed or endorsed by, any bank. They
do not constitute a bank deposit and are not federally insured or
protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, the Office of the
Comptroller of the Currency or any other governmental agency.
Investment in common shares of the Corporation, as with any
investment in common stock, involves investment risks, including
the possible loss of principal.
LEGAL OPINION
The legality of Common Stock covered hereby has been passed
upon for the Corporation by Shumaker Williams, P.C., Special
Corporate Counsel.
__________________
No person has been authorized to give any information or to
make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or
made, such information or representations must not be relied upon
as having been made by the Corporation. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any
circumstances create an implication that there has been no change
in the affairs of the Corporation since the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy securities by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to
do so or to any person to whom it is unlawful to make such offer
or solicitation.
15
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
-------------------------------------------
Registration Fee $ 1,575.76
----------
Blue Sky Fees 500.00
----------
Legal Fees and Expenses 5,000.00
----------
Printing Fees and Postage 1,000.00
----------
Miscellaneous 100.00
----------
$ 8,175.76
==========
*Estimated.
Item 15. Indemnification of Directors and Officers.
------------------------------------------
Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees, and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether or
not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act
is determined by a court to have constituted recklessness or
willful misconduct. Pennsylvania law also permits the adoption
of a bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability 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 or
her office and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness.
The bylaws of the Corporation provide for (1)
indemnification of directors, officers, employees, and agents of
the Corporation and of its subsidiaries, and (2) the elimination
of a director's liability for monetary damages, to the full
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Corporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Corporation pursuant to the foregoing
provisions, the Corporation has been informed that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such Act
and is therefore unenforceable.
II-1
<PAGE>
Item 16. Exhibits
--------
The following exhibits are included in this Registration
Statement.
Exhibit Number
- --------------
4.1 Articles of Incorporation of Mid Penn Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) to
Registrant's Annual Report on Form 10-K, filed with the
Commission on March 31, 1997).
4.2 Bylaws of Mid Penn Bancorp, Inc.(Incorporated by
reference to Exhibit 3(ii) to Registrant's
Annual Report on Form 10-K, filed with the Commission
on March 31, 1997).
5 Opinion of Shumaker Williams, P.C., of Camp Hill,
Pennsylvania, Special Counsel to Registrant re:
legality of securities.
23.1 Consent of Parente, Randolph, Orlando, Carey &
Associates, Independent Auditors.
23.2 Consent of Shumaker Williams, P.C., Special Counsel to
Registrant, included in Exhibit 5.
24 Power of Attorney given by the Officers and Directors
of the Registrant (Included on Signature Page).
99.1 Mid Penn Bancorp, Inc. Amended and Restated Dividend
Reinvestment Plan.
99.2 Mid Penn Bancorp, Inc. Authorization Form for Amended
And Restated Dividend Reinvestment Plan.
99.3 Letter to Participant's in the Amended and Restated
Dividend Reinvestment Plan.
II-2
<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 such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the City of Millersburg, Commonwealth of
Pennsylvania on November 3, 1997.
Mid Penn Bancorp, Inc.
/s/ Eugene F. Shaffer
---------------------------------
Eugene F. Shaffer
President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Eugene F.
Shaffer and Gerald D. Schoffstall, and each of them, his true and
lawful attorney-in-fact, as agent with full power of substitution
and resubstitution for him and in his name, place and stead, in
any and all capacity, to sign any or all amendments to this
registration statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and
purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or
their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Name Capacity Date
- ---- -------- ----
/s/ Eugene F. Shaffer
- ----------------------
Eugene F. Shaffer Chairman of the Board November 3, 1997
of Directors, President,
Chief Executive Officer
and Director (principal
executive officer)
/s/ Gerald D. Schoffstall
- ----------------------
Gerald D. Schoffstall Treasurer (principal November 3, 1997
financial and accounting
officer)
/s/ Jere M. Coxon
- ----------------------
Jere M. Coxon Director November 3, 1997
/s/ Alan W. Dakey
- ----------------------
Alan W. Dakey Director November 3, 1997
/s/ Earl R. Etzweiler
- ----------------------
Earl R. Etzweiler Director November 3, 1997
/s/ Charles F. Lebo
- ----------------------
Charles F. Lebo Director November 3, 1997
/s/ Warren A. Miller
- ----------------------
Warren A. Miller Director November 3, 1997
/s/ William G. Nelson
- ----------------------
William G. Nelson Director November 3, 1997
/s/ Edwin D. Schlegel
- ----------------------
Edwin D. Schlegel Director November 3, 1997
/s/ Guy J. Snyder, Jr.
- ----------------------
Guy J. Snyder, Jr. Director November 3, 1997
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Sequential Page
Index Number in Manually
Number Signed Original
------ ---------------
4.1 Articles of Incorporation
of Mid Penn Bancorp, Inc.
(Incorporated by reference
to Exhibit 3(i) to Registrant's
Annual Report on Form 10-K, for
the year ended December 31, 1996,
and filed with the Commission on
March 31, 1997).
4.2 Bylaws of Mid Penn Bancorp, Inc.
(Incorporated by reference to
Exhibit 3(ii) to Registrant's
Annual Report on Form 10-K,
for the year ended December 31,
1996, and filed with the Commission
on March 31, 1997).
5 Opinion of Shumaker Williams, P.C., 23
of Camp Hill, Pennsylvania, re:
legality of securities.
23.1 Consent of Parente, Randolph, Orlando, 26
Carey & Associates,Independent Auditors.
23.2 Consent of Shumaker Williams, P.C.,
included in Exhibit 5.
24 Power of Attorney given by the
Officers and Directors of the Registrant
(Included on Signature Page).
99.1 Mid Penn Bancorp, Inc. Amended and 28
Restated Dividend Reinvestment Plan.
99.2 Mid Penn Bancorp, Inc. Authorization 36
Form for Amended and Restated Dividend
Reinvestment Plan.
99.3 Letter to Participants in Amended and 39
Restated Dividend Reinvestment Plan.
EXHIBIT 5
Opinion of Shumaker Williams, P.C.,
Of Camp Hill, Pennsylvania,
RE: LEGALITY OF SECURITIES.
<PAGE>
November 3, 1997
Board Of Directors
MID PENN BANCORP, INC.
349 Union Street
Millersburg, Pennsylvania 17061
RE: Mid Penn Bancorp, Inc.
Registration Statement on Form S-3
Amended and Restated Dividend Reinvestment Plan
Our File No.: 775-97
Ladies and Gentlemen:
We have acted as Special Counsel to Mid Penn Bancorp, Inc.
(the "Corporation")in connection with the proposed issuance of up
to 200,000 shares of the Corporation's common stock, par value
$1.00 per share (the "Common Stock"), from time to time by the
Corporation pursuant to the Corporation's Amended and Restated
Dividend Reinvestment Plan (the "Plan"), covered by the
Corporation's Registration Statement on Form S-3 filed on the
date hereof (the "Registration Statement"). We, as special
counsel to the Corporation, have examined: (i) the Articles of
Incorporation of the Corporation; (ii) the Bylaws of the
Corporation; (iii) the resolutions, adopted on June 26, 1997 and
on September 24, 1997, by the Board of Directors of the
Corporation; and (iv) the Registration Statement.
Based on our examination and upon examination of such other
instruments, books, records and matters as we deemed necessary
under the circumstances, we opine that:
(i) The Corporation has been duly incorporated under the
laws of the Commonwealth of Pennsylvania and is validly
existing and in good standing under the laws of such
Commonwealth.
(ii) The Common Stock covered by the Registration Statement
has been duly authorized and, when issued and sold
pursuant to the terms described in the Registration
Statement, will be legally issued by the Corporation
and fully paid and nonassessable.
<PAGE>
Board Of Directors
MID PENN BANCORP, INC.
November 3, 1997
Page 2
We hereby consent to the reference to our firm and to this
opinion appearing in the prospectus filed as part of the
Registration Statement as well as any further amendments or
supplements thereto, and we further consent to the use of this
opinion as an exhibit to the Registration Statement.
Sincerely,
SHUMAKER WILLIAMS, P.C.
By B. Tyler Lincoln
EXHIBIT 23.2
Consent of Parente, Randolph, Orlando, Carey & Associates
<PAGE>
PARENTE, RANDOLPH, ORLANDO,
CAREY & ASSOCIATES
- ---------------------------
Consultants & Accountants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
===================================================
We have issued our report dated January 17, 1997,
accompanying the consolidated financial statements of Mid Penn
Bancorp, Inc. and subsidiaries appearing in the Annual Report on
Form 10-K, for the year ended December 31, 1996. We consent to
the incorporation by reference in the Registration Statement of
Mid Penn Bancorp, Inc. on Form S-3, relating to the registration
of securities issuable under the terms of the Mid Penn Bancorp,
Inc. Amended and Restated Dividend Reinvestment Plan, of the
aforementioned report and to the use of our name as it appears
under the caption "Experts."
PARENTE, RANDOLPH, ORLANDO, CAREY
& ASSOCIATES
Williamsport, Pennsylvania
October 29, 1997
EXHIBIT 99.1
Mid Penn Bancorp, Inc.
Amended and Restated
Dividend Reinvestment Plan
<PAGE>
MID PENN BANCORP, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
This constitutes the Dividend Reinvestment Plan (the "Plan")
of Mid Penn Bancorp, Inc. (the "Corporation"). The Plan provides
the Corporation's shareholders with a simple and convenient means
of acquiring additional shares of the Corporation's common stock,
par value $1.00 per share (the "Common Stock"), through a simple
and convenient method of investing cash dividends and making
voluntary cash contributions to the Plan. The Plan was
originally approved by Mid Penn Bank's Board of Directors on
March 14, 1990, and adopted by shareholders at the Annual
Shareholders' Meeting held on April 24, 1990. The Board of
Directors of the Corporation revised the Plan at Board Meetings
held on June 26, 1996, and on September 24, 1997, which revisions
are incorporated herein.
The Corporation and the Bank
----------------------------
The Corporation is a holding company incorporated under the
laws of the Commonwealth of Pennsylvania. The Corporation owns
100 percent of the outstanding shares of common stock of its
wholly owned subsidiary, Mid Penn Bank (the "Bank"). The Bank, a
Pennsylvania chartered banking institution with its principal
place of business at 349 Union Street, Millersburg, Pennsylvania,
engages in full service banking, including demand, savings and
time deposits, commercial, consumer and mortgage loans, and the
provision of trust services.
Common Stock Under the Plan
---------------------------
The stock to be issued under the Plan consists solely of
200,000 shares of the Corporation's Common Stock, which shares
shall all be proportionately adjusted for any increase or
decrease in the number of shares of Common Stock issued that
result from (i) a subdivision or consolidation of shares or any
other capital adjustment, (ii) the payment of a stock dividend,
or (iii) other increase or decrease in such shares effected
without receipt of consideration by the Corporation.
Purpose of Plan
---------------
The purpose of the Plan is to provide the Corporation's
shareholders with a simple and convenient method of acquiring
additional shares of Common Stock by investing their cash
dividends and making voluntary cash contributions. The
Corporation's shareholders who participate in the Plan are
hereinafter referred to as "Participants."
Advantage
---------
The Plan provides the Corporation's shareholders with a
simple and convenient method of acquiring additional shares of
Common Stock in a manner that avoids payment of brokerage
commissions.
<PAGE>
Administration
--------------
The Plan will be administered by Norwest Bank Minnesota,
National Association ("Norwest"), or such other administrator as
the Corporation may, in its sole discretion and from time to
time, select (the "Plan Administrator"). Cash dividends payable
on the Common Stock held by Plan participants are paid to the
Plan Administrator. The dividends paid to the Plan Administrator
do not include applicable taxes withheld by the Corporation. The
Plan Administrator pools the cash dividends with the voluntary
cash payments received and, with respect to shares to be
purchased on the open market, transfers them to an independent
broker or purchasing agent (the "Purchasing Agent"). The
Purchasing Agent is a broker-dealer who is unaffiliated with the
Corporation and is registered under the Securities Exchange Act
of 1934, as amended, and may be a bank, trust Corporation,
brokerage firm, or other independent fiduciary, as selected by
the Corporation's Board of Directors. Aside from transferring
funds to the Purchasing Agent, neither the Corporation nor the
Plan Administrator shall have any influence on the manner,
methods or timing of shares acquired in open market transactions.
The Purchasing Agent will use the funds to purchase shares of
Common Stock on the open market for the Plan accounts of the
Participants. Alternatively, the Plan Administrator will, if so
directed by the Corporation, arrange for the acquisition of
shares directly from the Corporation, or pursuant to negotiated
transactions, or any combination of the foregoing methods.
Shares purchased from the Corporation will be authorized but
unissued shares of Common Stock. In any event, each
Participant's account will be credited with a pro-rata share of
such purchased securities.
Participation and Enrollment
----------------------------
All holders of record of at least one (1) share of the
Corporation's Common Stock are eligible to participate in the
Plan. Beneficial owners of Common Stock held in nominee or
"street name" must have their shares registered in their name
before enrolling in the Plan. Participants may participate with
respect to any or all of the Common Stock registered in their
name, as long as they participate with respect to at least one
share. Shareholders may enroll in the Plan by completing and
signing an authorization card and returning it to the Plan
Administrator. Additional authorization cards may be obtained at
any time by written request to the Plan Administrator.
An eligible shareholder may enroll in the Plan at any time.
If the shareholder's authorization card requesting reinvestment
of dividends is received by the Plan Administrator on or before
the record date established for a particular dividend,
reinvestment will commence with that dividend. If an
authorization card is received from a shareholder after the
record date established for a particular dividend, the
reinvestment of dividends may begin with the next dividend,
provided that the shareholder is still a holder of record on the
record date with respect to such next dividend.
Voluntary Cash Contributions
----------------------------
Participants have the option of forwarding, to the Plan
Administrator, additional cash contributions of not less than
$100 nor more than $5,000, per quarter, for the purchase of
additional shares. While the Corporation is under no obligation
to pay dividends, it presently expects to pay any dividends
declared, on a quarterly basis, in February, May, August, and
2
<PAGE>
November to shareholders of record on the record date established
by the Corporation's Board of directors. A Participant's cash
contributions may vary from one dividend date to another. Cash
contributions are strictly voluntary and Participants are under
no obligation to make any cash contributions. Participants
desiring to make a cash contribution may do so by forwarding a
check or money order, payable to the Plan Administrator, with a
completed authorization card when enrolling in the Plan, or
thereafter, with the payment form attached to each statement of
account.
The Plan Administrator will apply each voluntary cash
payment received from a Participant within thirty (30) days
before a dividend payment date, together with the amount of
dividends associated with shares on which the Participant has
enrolled for purposes of dividend reinvestment, to the purchase
of Common Stock for the account of that Participant. Voluntary
cash contributions will not be deemed to have been made by a
Participant or received by the Plan Administrator until the funds
so contributed are actually collected. Interest will not be paid
on cash contributions. For this reason, Participants are
strongly encouraged to mail their payments so that the payments
are received by the Plan Administrator immediately prior to the
next dividend payment date. Payments received more than thirty
(30) days prior to a dividend payment date will be returned.
Participants may arrange for automatic withdrawals from
their checking or savings account at the Bank as a method to
provide optional cash payments under the Plan. This will allow
shareholders of the Corporation to authorize the Bank to withdraw
funds automatically at the appropriate time, eliminating the
necessity of mailing quarterly cash contributions within the
specified time frames. The automatic withdrawal feature may be
used on an ongoing basis or for periodic contributions.
Participants who wish to use this feature must complete an
authorization form available upon request from the Plan
Administrator.
Purchases and Sales
-------------------
The Plan Administrator will arrange for the purchase of
Common Stock by the Purchasing Agent. Alternatively, the Plan
Administrator will arrange for the acquisition of shares directly
from the Corporation or pursuant to negotiated transactions on
the open market, if so directed by the Corporation. Aside from
transferring funds to the Purchasing Agent, neither the
Corporation nor the Plan Administrator shall have any influence
on the manner, methods or timing of shares acquired in open
market transactions.
On each dividend payment date, the Plan Administrator will
receive the cash dividends payable on those shares of Common
Stock that Participants have enrolled in the Plan. The Plan
Administrator will aggregate such dividends with the voluntary
cash contributions received from Participants. The funds
collected for the respective dividend payment date will be
forwarded to the Purchasing Agent, who will be directed to
purchase shares of Common Stock in the open market, directly from
the Corporation or in negotiated transactions, as the case may
be. Aside from transferring funds to the Purchasing Agent,
neither the Corporation nor the Plan Administrator shall have any
influence on the manner, methods or timing of the acquisition of
shares under the Plan.
3
<PAGE>
Number of Shares Purchased
--------------------------
The number of shares to be purchased for a Participant by
the Purchasing Agent is dependent upon the amount of the
Participant's applicable dividend and voluntary cash
contribution, the total number of shares acquired for all
Participants, and the price of all shares acquired. Each
Participant's account will be credited with their pro rata share
of the number of shares of Common Stock acquired.
Shares of Common Stock to be acquired may be acquired at any
time up to thirty (30) days following the respective dividend
payment date. The Plan Administrator and/or the Purchasing Agent
may commingle each Participant's dividends and optional cash
payments with those of all other Participants for purposes of
acquiring shares of Common Stock.
Price
-----
The price paid to acquire shares of Common Stock will be the
actual price paid by the Purchasing Agent, excluding commissions
and other expenses of the Purchasing Agent which expenses will be
paid by the Corporation.
Record Date
-----------
"Record Date" means the date on which a person must be
registered as a shareholder on the stock books of the Corporation
in order to receive a dividend, as determined by the Board of
Directors of the Corporation, from time to time.
Certificates for Shares
-----------------------
All shares of Common Stock purchased under the Plan will be
registered in the name of the Plan Administrator or its nominee
as agent for the respective Participants. Certificates for such
shares will not be issued to Participants unless so requested in
writing. Certificates for any number of whole shares will be
issued to a Participant within a reasonable time after receiving
a written request specifying the number of shares of Common Stock
for which a certificate is requested and signed by the
Participant. Certificates for fractional shares will not be
issued under any circumstances. In the event a Participant
terminates participation in the Plan, he or she will receive
payment, in the manner described elsewhere herein, for the amount
of fractional interests held on his or her behalf.
Dividends
---------
As record holder of the shares held in Participants'
accounts under the Plan, the Plan Administrator will receive
dividends on all such shares held on each dividend record date,
will credit such dividends to Participants' accounts on the basis
of whole shares and fractional interests held in each account and
will automatically reinvest those dividends in Common Stock of
the Corporation as described elsewhere herein.
4
<PAGE>
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 Participant
who requests that the Plan Administrator sell shares of Common
Stock held in the Participant's account in the Plan will incur a
$5.00 service fee, in addition to brokerage fees, if any,
incurred in connection with the 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.
Tax Aspect
----------
Dividends, even though automatically reinvested, are
taxable. Participants should consult with their personal tax
advisors if they have any questions about the tax treatment
associated with participation in the Plan.
Reports to Participants
-----------------------
As soon as practicable after completion of each investment
on behalf of a Participant, the Plan Administrator will mail to
such Participant a statement showing (i) the amount of dividends,
and the amount of optional cash payments applied toward such
investment, (ii) the taxes withheld, if any, (iii) the net amount
invested, (iv) the number of shares purchased, (v) the average
cost per share, and (vi) the total shares accumulated under the
Plan. Each Participant will receive annually an Internal Revenue
Service Form 1099 reporting dividend income received.
Voting Rights
-------------
For each meeting of shareholders, the Plan Administrator
will forward a proxy to each Participant and will vote the
Participant's full shares and fractional interests in accordance
with the instruction received from the Participant, if any. The
shares of a Participant who does not return a proxy will not be
voted.
Stock Dividends, Splits and Rights
----------------------------------
Any stock dividends or split shares distributed by the
Corporation on the shares of a Participant held by the Plan
Administrator will be added to his or her account with the Plan
Administrator. In the event the Corporation issues rights in
connection with a rights offering, the rights will be forwarded
to Participants for their disposition. Dividends, split shares
or stock rights distributed on shares of Common Stock held by
Participants outside of the Plan will be distributed in the same
manner as distributions made to shareholders who do not
participate in the Plan.
Withdrawal from Plan
--------------------
Participation in the Plan may be terminated by a Participant
at any time by giving written notice to the Plan Administrator.
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 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 one business day 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 $5.00 service fee payable by the Participant in
connection with withdrawal from the Plan.
Participants may request the Plan Administrator to sell the
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, the $5.00 service fee, and
applicable withholding taxes and transfer taxes incurred in
connection with the sale. A request for shares to be sold must
be signed by each person in whose name the account appears.
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 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.
Amendments and Termination of Plan
----------------------------------
The Corporation may amend, supplement, suspend, modify or
terminate the Plan at any time without the approval of the
Participants or the shareholders. Thirty (30) days advance
notice of any suspension or material amendment shall be sent to
all Participants, who shall in all events have the right to
withdraw from the Plan, as provided for elsewhere herein.
Inquiries Concerning the Plan
-----------------------------
All inquiries concerning the Plan should be directed to:
Norwest Shareholder Services
Investment Plan Services
Post Office Box 64856
St. Paul, Minnesota 55164-0856
1-800-468-9716
6
<PAGE>
Interpretation of the Plan
--------------------------
Any questions of interpretation arising under the Plan will
be determined by the Corporation's Board of Directors pursuant to
applicable federal and state law and the rules and regulations of
all regulatory authorities, which determination shall be final
and binding on all Participants.
Responsibilities of the Corporation and Plan Administrator
----------------------------------------------------------
Neither the Corporation nor the Plan Administrator will be
liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim or
liability arising out of failure to terminate a Participant's
account upon such Participant's death, the prices at which shares
are purchased, the times when purchases or sales are made or
fluctuations in the market value of the Common Stock. The
Participants must realize that neither the Corporation nor the
Plan Administrator can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
Law applicable
--------------
The terms and conditions of the Plan will be governed by the
laws of the Commonwealth of Pennsylvania and the rules and
regulations of the Securities and Exchange Commission.
Adoption
--------
The Plan was adopted by the Board of Directors of the
Corporation on the 14th day of March, 1990, adopted by the
Corporation's shareholders on April 24, 1990, amended by a
resolution of the Board of Directors on June 26, 1996, and
September 24, 1997.
Date: November 3, 1997
EXHIBIT 99.2
Mid Penn Bancorp, Inc.
Authorization Form
<PAGE>
[FRONT OF CARD]
MID PENN BANCORP, INC.
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT PLAN
------------------------------------------------------
I authorize Mid Penn Bancorp, Inc. to pay Norwest Bank
Minnesota, N.A. for my account all cash dividends payable to me
on shares of Mid Penn Bancorp, Inc. common stock registered in
my name as designated below.
I hereby appoint Norwest Bank Minnesota, N.A. as my agent,
subject to the Terms and Conditions of Authorization for the
Reinvestment Plan set forth in the accompanying Prospectus and
authorize Norwest Bank Minnesota, N.A., as my agent, to apply all
such cash dividends and voluntary cash payments received by it to
the purchase of full and fractional shares of common stock of Mid
Penn Bancorp, Inc.
I understand that I may terminate my participation in the
Automatic Dividend Reinvestment Plan at any time by notifying
Norwest Bank Minnesota, N.A. in writing.
(Please check appropriate Box or Boxes)
[ ] Reinvest the cash dividends on all shares of common
stock that I hold.
[ ] Reinvest the cash dividends on ________ (number)
shares of common stock that I hold.
[ ] Automatic Cash Withdraw. (If this option is checked,
please complete the Form on the back of this card)
Social Security Number or Taxpayer Identification
Number Must be Entered Here
_________________________________________________
IMPORTANT -- All registered owners must sign
_________________________________________________
Shareholder Signature
_________________________________________________
Shareholder Signature
Date __________________________ 19_________
THIS IS NOT A PROXY
PLEASE READ CAREFULLY BEFORE SIGNING
[BACK OF CARD]
AUTOMATIC CASH WITHDRAWAL AND INVESTMENT
BANK ACCOUNT NUMBER______________________________
checking [] savings []
Transit/Routing Number*__ __ __ __ __ __ __ __ __
Name of Bank_____________________________________
Address of Bank__________________________________
__________________________________
I authorize Norwest Bank Minnesota, N.A. to withdraw my
investment payment electronically from my bank account. This
authority remains in effect until I cancel in writing. I have
attached a voided check or deposit ticket.
Please withdraw $________per investment
Please refer to Plan Prospectus/Brochure
for timing and limits of investments)
_______________________________________
Signature** date
_______________________________________
Signature** date
Daytime phone number (_____)___________________________
*To be certain, ask your bank or financial institution to verify
this number.
**A medallion signature guarantee is necessary if the name(s) on
bank account is different from the name(s) on your shareholder
account.
EXHIBIT 99.3
Letter to Participants in the Plan.
<PAGE>
November 3, 1997
Dear Shareholder:
I am pleased to announce that your Board of Directors has
declared a $.19 per share quarterly cash dividend payable Monday,
November 24, 1997, to shareholders of record Wednesday, November
5, 1997.
I am also pleased to inform you that the Board of Directors
has amended the Corporation's Dividend Reinvestment Plan ("Plan")
to authorize the issuance and registration under the Securities
Act of 1933, as amended, of 200,000 shares of the Corporation's
common stock. As you know, the Plan is designed to allow you to
use your cash dividends to purchase additional shares of the
Corporation's common stock and permits you to purchase additional
shares, within certain limits, if you so desire, by submitting
voluntary cash payments in conjunction with each dividend payment
date. We are enclosing a prospectus containing additional
descriptive information concerning the Plan, as revised.
In addition and effective November 1, 1997, the Corporation
has engaged Norwest Bank Minnesota, National Association
("Norwest") as transfer agent, registrar, dividend disbursing
agent, and dividend reinvestment plan administrator for the
Corporation's common stock, and as such, Norwest will administer,
among other things, the Plan. You do not need to take any action
as a result of this change.
Norwest was chosen for their responsiveness to stockholders
and attention to detail. Norwest will continue to provide you
with the same high level of service that you received from Mid
Penn Bancorp, Inc. Norwest representatives will be available to
assist you at the following telephone number between 8:30 a.m.
and 8:00 p.m., eastern time, Monday through Friday: 1-800-468-9716.
If you wish to submit a voluntary cash payment to the Plan,
please complete the enclosed Authorization Form and return the
Form with your check prior to November 24, 1997. This
Authorization Form is for this dividend payment only. In the
future, a payment form will accompany your statement of account.
We appreciate your continued ownership of the Corporation's
common stock. Please write or telephone Kevin W. Laudenslager or
me with any questions that you have with respect to the Plan or
otherwise.
Sincerely,
/s/ Eugene F. Shaffer
----------------------
Eugene F. Shaffer
Chairman, President & CEO
Enclosures
<PAGE>
DIVIDEND REINVESTMENT PLAN AUTHORIZATION FORM
I hereby appoint Norwest Bank Minnesota, N.A. (Norwest) as my
agent, under the terms and conditions of the Dividend
Reinvestment Plan and authorize Norwest, as such agent, to
receive dividends on my shares of stock as indicated below and
any voluntary cash payments I may hereafter choose to send or
have automatically withdrawn from my account, and to apply such
amounts to the purchase of Mid Penn Bancorp, Inc. common stock
as provided in the Plan.
[ ] I enclose a voluntary cash [ ] I authorize Norwest to
contribution to be invested in withdraw $_________ from
Common Stock in accordance with my Mid Penn Bank
the Plan. checking/savings account
#____________
for the November 24,
1997 dividend.
Amount enclosed: $________________
Minimum amount: $100.00
Maximum amount: $5,000.00
THIS IS NOT A PROXY.
I acknowledge receipt of the Dividend Reinvestment Plan of Mid
Penn Bancorp, Inc. and agree to the terms and conditions as
stated therein. I understand that I may withdraw from the Plan
at any time by giving written notice to Norwest.
All persons whose names appear on the stock must sign this
Authorization Form.
__________________________ __________________________
Shareholder Signature Shareholder Signature
__________________________
Social Security Number
Date____________________________ Telephone Number( )___________
COMPLETE THIS FORM ONLY IF YOU ARE MAKING A VOLUNTARY CASH
CONTRIBUTION FOR THE NOVEMBER 24, 1997 DIVIDEND. RETURN FORM AND
CHECK, IF APPLICABLE, TO:
NORWEST BANK MINNESOTA, N.A.
SHAREOWNER SERVICES
161 NORTH CONCORD EXCHANGE STREET
SOUTH ST. PAUL, MN 55075-1139
