As filed with the Securities and Exchange Commission on November 6, 1996
Registration No.33-96202
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________________
PRESTIGE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
New Jersey 22-3216510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Robert J. Jablonski, CEO
One Royal Road One Royal Road
P.O. Box 2480 P.O. Box 2480
Flemington, New Jersey 08822 Flemington, New Jersey 08822
(908) 806-6200 (908) 806-6200
(Address and telephone number (Name, address and telephone
of registrant's principal number of agent for service)
executive offices)
Copies To:
Herbert H. Davis III, Esq.
Rothgerber, Appel, Powers & Johnson
One Tabor Center
1200 17th Street, Suite 3000
Denver, Colorado 80202
(303) 623-9000
Approximate date of commencement of proposed sale to the public: The third
quarterly dividend for 1995, which has an anticipated payment date of
September 29, 1995.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. XX-YES
If any of these 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 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.
CALCULATION OF REGISTRATION FEE
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
Common Stock,
$.01 par value 250,000 shares(1) $11.625(2) $2,906,250(2) $1,002.16*
*Previously paid.
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933,
the number of securities covered by this registration statement shall be
adjusted to cover any additional securities resulting from a stock split,
stock dividend or similar capital adjustment of the registered securities
during the effective period of this registration statement.
(2) Based upon the average of the high and low prices of the registrant's
Common Stock reported in the consolidated reporting system as of August 24,
1995, pursuant to Rule 457(c) under the Securities Act of 1933.
This Registration Statement, including Exhibits, contains 29 pages.
The Exhibit Index appears on page 27 of the sequentially numbered pages of
this Registration Statement.
Prospectus
250,000 Shares
Prestige Financial Corp.
One Royal Road
P.O. Box 2480
Flemington, New Jersey 08822
(908) 806-6200
Common Stock
($.01 Par Value)
Dividend Reinvestment
and Common Stock Purchase Plan
The Prestige Financial Corp. Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan") provides holders of shares of Prestige Financial Corp. Common
Stock ("Prestige Common Stock") with a simple and convenient method of
purchasing additional shares of Prestige Common Stock without payment of any
brokerage commissions or service charges. Any holder of record of shares of
Prestige Common Stock is eligible to participate in the Plan.
This Prospectus relates to 250,000 shares of Common Stock ($.01 par value) of
Prestige Financial Corp. offered for purchase under the Plan.
The shares to be issued under the Plan and to which this Prospectus relates
may be newly issued shares or shares purchased in the open market.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE 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 August 25, 1995.
AVAILABLE INFORMATION
Prestige Financial Corp. ("Prestige") is subject to the informational
requirements of the Securities Exchange Act of 1934 (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 filed by Prestige with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C., located at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at Commission Regional Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Branch of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
Prestige has filed with the Commission a Registration Statement (the
"Registration Statement") under the Securities Act of 1933 with respect to the
shares to which this Prospectus relates. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all the
information set forth in the Registration Statement. For further information
with respect to Prestige and the shares offered hereby, reference is made to the
Registration Statement, including the exhibits thereto, which may be obtained
from the Public Reference Branch of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the prescribed fees.
<PAGE>
Prestige Financial Corp.
One Royal Road
P.O. Box 2480
Flemington, New Jersey 08822
(908) 806-6200
Dear Stockholder:
I am pleased to send you this Prospectus describing our Dividend Reinvestment
and Common Stock Purchase Plan (the "Plan"). The Plan offers our common
stockholders an attractive opportunity to purchase additional shares of Prestige
Financial Corp.'s Common Stock.
If you elect to participate in the Plan you will enjoy the following
advantages:
- You will pay no brokerage fees, commissions or service charges for
purchases made under the Plan.
- Shares of Common Stock purchased from Prestige with automatically
reinvested dividends or optional cash payments will be purchased at a
five percent (5%) discount from the market price. What this means to you
is that if the market price were determined to be $15.00 per share,
instead of paying that $15.00 you would pay only 95 percent of market
price or $14.25 and no additional fees. A more detailed explanation can
be found in the response to Question 13 in this Prospectus. Shares of
Common Stock purchased in market transactions will be purchased at actual
cost, but without additional fees.
- You will realize the long-term benefits of systematic purchases of stock.
- Your dividends will be reinvested quarterly, and you may make optional
cash payments for the quarterly purchase of shares as long as each
payment is at least $100 but less than $5,000.
- Your investment will build upon itself - much like compounding interest
in a savings account. The dividends on full and fractional shares that
are reinvested will generate additional dividend income that will, in
turn, be reinvested.
- Your record keeping is simplified through the issuance of quarterly
statements advising you of your investments.
- You can avoid the costs and burdens of safekeeping of stock certificates.
Registrar and Transfer Company is Administrator of the Plan and acts as Agent
for participants. As Agent it will use dividends or optional cash payments
received from participants to purchase shares of Common Stock of Prestige.
The following pages of the Prospectus give complete details of the Plan in
simple question and answer form. I urge you to read the Prospectus carefully,
since it should answer most questions you may have about the Plan.
I suggest you retain this Prospectus. If you have further questions, please
address them to Registrar and Transfer Company, 10 Commerce Drive, Cranford, New
Jersey 07016, (800) 368-5948 or (800) 346-6084. Please include in your letter
a telephone number where you can be reached during business hours.
To enroll in the Plan, simply complete the enclosed Enrollment Form and return
it to Registrar and Transfer Company in the enclosed, prepaid envelope. If you
do not wish to participate in the Plan, you will continue to receive checks for
your dividends as they are declared.
Sincerely,
________________________________
Robert J. Jablonski
Chief Executive Officer
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Prestige with the Commission and
are incorporated herein by reference:
(1) Prestige's Annual Report on Form 10-K for the year ended December 31,
1994.
(2) Prestige's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1995 and June 30, 1995.
(3) The description of Prestige Common Stock contained in Prestige's
Registration Statement on Form 8-A under the Securities Exchange Act of 1934
filed with the Commission on August 5, 1993, Registration No. 0-22186, and any
amendment or reports filed for the purpose of updating such description filed
subsequent to the date of this Prospectus and prior to the termination of the
offering of Prestige Common Stock.
All documents filed with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to 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 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 or in any prospectus supplement
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.
Prestige will provide without charge to each person, including any beneficial
owner, to whom a Prospectus is delivered, upon written or oral request of such
person, a copy of any and all information that has been incorporated by
reference in this Prospectus. Such request should be directed to the
Secretary of the Company at One Royal Road, P.O. Box 2480, Flemington, New
Jersey 08822, phone number (908) 806-6200.
THE CORPORATION
Prestige is a one-bank holding company organized under the laws of the State
of New Jersey on February 23, 1993. Its sole subsidiary is Prestige State Bank,
a commercial bank chartered under the laws of the state of New Jersey on
September 2, 1989. Prestige's principal executive offices are located at One
Royal Road, P.O. Box 2480, Flemington, New Jersey 08822, and its telephone
number (908) 806-6200. Additional information concerning Prestige and Prestige
State Bank is included in the documents incorporated herein by reference. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
THE PLAN
The following question and answer statements constitute the Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") of Prestige. Those
holders of Prestige Common Stock who choose not to participate in the Plan will
receive cash dividends, as declared.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of Prestige Common Stock
with a simple and convenient method of automatically investing cash dividends
and optional cash payments in additional shares of Prestige Common Stock without
payment of any brokerage commission or service charge. In Prestige's
discretion,such additional shares may be purchased directly from Prestige
using originally issued shares, or the shares may be purchased in market
transactions on the National Association of Securities Dealers Automated
Quotation System ("NASDAQ"). When originally issued shares of Common Stock
are purchased from Prestige, Prestige will receive new equity capital funds
available for general corporate purposes.
Advantages to Participants
2. What are the advantages of the Plan?
(a) The price of shares purchased from Prestige with reinvested
dividends or optional cash payments generally will be 95 percent of the market
price. The price of shares purchased with reinvested dividends or optional cash
payments in market transactions will be 100 percent of the cost of such shares,
excluding any fees such as broker's fees or transfer taxes. The price at which
purchases will be made is more fully explained under Question 13.
(b) No commission or service charge will be paid by participants in
connection with purchases under the Plan.
(c) Full investment of funds is possible because the Plan permits
fractions of shares to be credited to a participant's account. In addition,
dividends on such fractions, as well as on full shares, are reinvested in
additional shares and such shares credited to a participant's account.
(Fractional shares will not be issued to participants upon withdrawal of shares
or termination. Cash in the amount of the value of fractional shares will be
paid at such time.)
(d) A participant can avoid safekeeping and record-keeping costs through
the custodial services and reporting provisions of the Plan.
Administration
3. Who administers the Plan for participants?
Registrar and Transfer Company administers the Plan, maintains records, sends
statements of account to participants and performs other duties related to the
Plan. Shares purchased for a participant under the Plan are held by Registrar
and Transfer Company until termination of the participant's participation in the
Plan or until a written request is received for withdrawal of all or part of a
participant's shares as more fully explained in the response to Question 25.
Prestige and Registrar and Transfer Company may adopt rules and regulations
to facilitate administration of the Plan.
4. How can certificates be deposited for safekeeping?
Registrar and Transfer Company also acts as transfer agent for Prestige Common
Stock. To protect against the certificates being lost, misplaced or stolen,
Plan participants may deposit their share certificates with Registrar and
Transfer Company for credit to their Plan account. Participants who wish to
avail themselves of the safekeeping feature of the Plan should mail their
certificates to Registrar and Transfer Company. Certificates should be sent
by registered mail, accompanied by a complete Authorization Form (available
from Registrar and Transfer Company) specifying (1) that the shares are
furnished for safekeeping,and (2) dividends on the shares are to be
reinvested pursuant to the Plan.
Participation
5. Who is eligible to participate?
Any holder of record of shares of Prestige Common Stock is eligible to
participate in the Plan. If the stock is registered in a name other than your
own (e.g., in the name of a broker or bank nominee) and you want to participate,
you must become a stockholder of record by having your shares transferred to
your own name. Any stockholder who resides in a state in which it is unlawful
for Prestige to allow such stockholder to participate may not participate in the
Plan. Your right to participate in the Plan is not transferable apart from a
transfer of your Prestige Common Stock to another person.
6. Must an eligible stockholder participate in the Plan?
No. Eligible stockholders who do not wish to participate in the Plan will
receive their cash dividends as declared and paid.
7. How does an eligible stockholder participate?
An eligible stockholder may join the Plan by signing the Enrollment Form and
returning it to Registrar and Transfer Company. A return envelope is provided
for this purpose. Once enrolled in the Plan, you will continue to be enrolled
without further action on your part. You may change your investment options at
any time by completing and signing a new Enrollment Card and returning it to
Registrar and Transfer Company. If stock is registered in more than one name
(i.e., joint tenants, trustee, etc.), all registered holders must sign.
Enrollment Forms may be obtained at any time by contacting:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
800-368-5948 or 800-346-6084
8. When may an eligible stockholder join the Plan?
An eligible stockholder may join the Plan at any time. An eligible stock-
holder who completes and forwards an Enrollment Form to Registrar and Transfer
Company prior to any record date for a dividend payment will have that dividend
and subsequent dividends reinvested under the Plan. (See the response to
Question 17 for information concerning the investment of optional cash
payments.) If the signed Enrollment Form is received by Registrar and Transfer
Company on or after such record date, that dividend will be paid in cash and
the stockholder's participation in the Plan will commence with the next
dividend payment date and continue thereafter. Dividend payment dates
ordinarily are the last business day of March, June, September and December.
Record dates ordinarily are 10 days prior to a dividend payment date.
Stockholders are cautioned that neither the Plan nor this Prospectus
represents a change in Prestige's dividend policy or any assurance of future
dividends, which will continue to depend upon Prestige's earnings, its financial
requirements, government regulations and other factors.
9. Are stockholders enrolled in the Plan required to send in a new
Enrollment Form annually?
No. Stockholders enrolled in the Plan will continue to be enrolled without
further action on their part, unless the stockholder changes investment options
or terminates participation. (See the responses to Questions 11 and 27-29 for
information concerning changing investment options and termination of
participation in the Plan.)
10. What does the Enrollment Form provide?
The Enrollment Form provides for the purchase of additional shares of
Prestige's Common Stock through one of the following investment options:
"Full Dividend Reinvestment" -- authorizes and directs Registrar and
Transfer Company to invest in accordance with the Plan all of a
participant's cash dividends on all of the shares then or subsequently
registered in the participant's name and on all shares credited to the
participant's account under the Plan and also permits a participant to
make optional cash payments for the purchase of additional shares in
accordance with the Plan.
"Optional Cash Purchases Only" -- permits a participant to make optional
cash payments for the purchase of additional shares in accordance with the
Plan, without reinvesting dividends on shares acquired by the participant
otherwise than through the Plan, and authorizes and directs Registrar and
Transfer Company to invest in accordance with the Plan all cash dividends
on shares purchased with optional cash payments.
A participant may select either option. In all cases, dividends on all shares
held in a participant's account under the Plan will be fully reinvested in
accordance with the Plan, including dividends on such shares purchased with
optional cash payments. A participant wishing to receive cash dividends on such
shares must withdraw them from his or her Plan account as more fully explained
in the response to Question 25.
11. How may a participant change options under the Plan?
A participant may change investment options at any time by signing a new
Enrollment Form and returning it to Registrar and Transfer Company. An
Enrollment Form and postage-paid envelope may be obtained at any time by
contacting Registrar and Transfer Company (see the response to Question 7). Any
change in an option with respect to the reinvestment of dividends must be
received by Registrar and Transfer Company prior to any record date for a divi-
dend payment in order to be effective for that particular dividend.
Purchases
12. How are shares of Common Stock acquired under the Plan?
Registrar and Transfer Company, as Plan administrator, uses reinvested
dividends and optional cash payments to purchase shares of Common Stock on
behalf of participants. Prestige may, at its discretion, direct Registrar
and Transfer Company to (1) purchase newly issued shares from Prestige; (2)
purchase shares in market transactions on NASDAQ; or (3) use a combination of
both. Prestige has the exclusive right to determine whether to sell shares
to the Plan or to direct Registrar and Transfer Company to purchase shares in
market transactions.
On the dividend payment date, Prestige will decide whether to sell sufficient
shares to invest all reinvested dividends and optional cash payments for that
quarter. If the number of shares Prestige is willing to sell is sufficient to
invest all reinvested dividends, but insufficient to invest both the reinvested
dividends and the optional cash payments, then the reinvested dividends shall be
invested in shares purchased from Prestige, no optional cash purchases shall be
made from Prestige, and Registrar and Transfer Company shall attempt to invest
the optional cash payments in market transactions. If the number of shares
Prestige is willing to sell is insufficient to invest all reinvested dividends,
then no purchases shall be made from Prestige, and Registrar and Transfer
Company shall attempt to purchase shares in market transactions, first with
reinvested dividends and, if these become fully invested, with optional cash
payments.
If, pursuant to the preceding paragraph, Registrar and Transfer Company seeks
to invest reinvested dividends and/or optional cash payments in market
transactions and is unable to do so during the thirty days following the
dividend payment date, Prestige shall again have the option of selling
sufficient shares to invest the remaining reinvested dividends and/or optional
cash payments. Any shares Prestige elects to sell will first be made
available for purchases with dividends not yet invested, as opposed to
optional cash payments. No purchases of shares from Prestige with reinvested
dividends shall be made at the end of the thirty-day investment period unless
all remaining reinvested dividends can be invested with Prestige. No
purchases of shares from Prestige with optional cash payments will be made at
the end of the investment period unless all reinvested dividends have been or
will be reinvested and unless all remaining optional cash payments can be
invested with Prestige.
If Registrar and Transfer Company is unable to invest all dividends during the
investment period, all dividends and optional cash payments will be refunded to
the participants entitled to them, without interest thereon. If Registrar and
Transfer Company is able to invest all dividends but only a portion of the
optional cash payments during the investment period, the dividends will be
invested and all optional cash payments will be refunded to the participants
entitled to them, without interest thereon.
Prestige is under no obligation to sell any shares for purchases with
reinvested dividends or optional cash payments.
13. What will be the price of shares purchased under the Plan?
The purchase price to participants for shares of Prestige Common Stock
purchased from Prestige will be 95% of the Average Market Price. "Average
Market Price" will be the average of either the closing bid and ask prices or
the high and low sales prices, if applicable, as reported by either the NASDAQ
Small-Cap Issues (as published by the Wall Street Journal, if published) or the
NASDAQ National Market System, as applicable, on the dividend payment date.
If no trades or quotes in Prestige Common Stock are reported on the dividend
payment date, "Average Market Price" will be determined by Prestige and
Registrar and Transfer Company based upon such market quotations as they deem
appropriate. The purchase price to participants of shares purchased in market
transactions will be the actual price paid except that all brokerage commissions
and fees will be paid by Prestige. The amount of commissions and fees paid by
Prestige will be deemed to be income to participants for tax purposes (see the
response to Question 22).
14. How many shares will be purchased for participants?
The number of shares purchased depends on the amount of the participant's
reinvested dividends or optional cash payments and the purchase price per
share. The number of shares purchased with reinvested dividends and optional
cash payments cannot now be determined since the purchase price will be based
upon market conditions existing at the time the investments are made. Each
participant's account will be credited with that number of shares, including
fractions of shares computed to four decimal places, equal to the total amount
to be invested divided by the applicable purchase price per share.
15. When will purchases of shares under the Plan be made?
Purchases of Common Stock made with reinvested dividends and optional cash
payments will be made each quarter during the thirty-day period beginning with
the dividend payment date. Normally dividends are paid on the last business day
of each quarter (i.e., last business day of March, June, September and
December).
Optional Cash Purchases
16. How does the cash purchase option work?
Optional cash payments will be applied by Registrar and Transfer Company to
the purchase of additional shares during the thirty-day period beginning with
the dividend payment date which follows receipt of the optional payment. Such
purchases will be made at the price as described above in the response to
Question 13.
If a participant chooses to participate in the Plan by optional cash payments
only, Registrar and Transfer Company applies optional cash payments received
from the participant to the purchase of shares of Common Stock for the
participant's account. Cash dividends on shares purchased with optional cash
payments and held in a participant's account will be fully reinvested in
accordance with the Plan. Cash dividends on other shares registered in the
participant's name will be paid to the participant in the usual manner.
17. How are optional cash payments made?
Eligible stockholders may submit optional payments at any time, but such
payments will be invested only once per quarter. A participant wishing to make
an optional cash purchase must send along with the Enrollment Form a check or
money order payable to Registrar and Transfer Company. Do not send cash.
Thereafter, optional cash payments may be made through the use of appropriate
forms sent to each participant by Registrar and Transfer Company with each
quarterly statement. Additional optional payment forms may be obtained from
Registrar and Transfer Company. The same amount of money need not be sent each
time, and there is no obligation to make an optional cash purchase each
quarter. Checks and money orders must clear prior to the dividend payment
date (or last business day of the quarter if no dividend is paid that quarter)
in order to be invested during the investment period beginning with that day.
18. What are the limitations on the amounts of optional cash purchases?
Each optional cash purchase made by a participant must be at least $100.
Optional cash purchases in any quarter may not exceed $5,000. Optional payments
in excess of the limit for the quarter will be refunded without interest.
19. When will optional cash payments be invested?
Optional cash payments received and cleared before a dividend payment date
will be invested within thirty days of that date subject to the limitations
explained in the response to Question 12. If no dividend is paid during a
quarter, optional cash payments received and cleared before the last business
day of the quarter will be invested within thirty days from the last business
date of that quarter. Optional payments not received before the dividend
payment date will be deposited and invested during the next quarterly purchase
period. Under no circumstances will interest be paid on optional cash payments.
Participants are therefore strongly urged to transmit optional cash payments so
as to be received by Registrar and Transfer Company in sufficient time for such
optional cash payments to be invested.
20. When will dividends be paid on shares purchased with optional payments?
Dividends will be paid on shares purchased with optional cash payments on the
next normal dividend payment date having a record date after the purchase date
of the shares. In all cases, cash dividends on all of the shares held in a
participant's account under the Plan will be fully reinvested in accordance with
the Plan.
21. Under what circumstances will optional cash payments be returned?
Participants may obtain refunds of optional cash payments provided a written
request for refund is received by Registrar and Transfer Company at least five
business days prior to the first day on which such payments could be invested,
i.e., the dividend payment date or the last business day of a quarter if no
dividend is paid that quarter. Optional cash payments will also be returned to
the extent that excess cash payments are made in any calendar quarter (see
Question 18 above). Optional cash payments will also be returned in the event
the payments cannot be invested during the thirty days following the first day
in which such payments would normally be invested. (See Question 12.)
Federal Income Taxes
22. What are the federal income tax consequences of participation in the
Plan?
The following discussion of federal income tax consequences of participation
in the Plan is provided for general information only. Each participant should
consult his or her own tax adviser to determine the specific federal and state
tax consequences which may result from participation in the Plan and subsequent
disposal of shares acquired pursuant to the Plan. Participants will be subject
to federal income tax liability as discussed below even though they do not
receive cash distributions.
A participant in the Plan will be treated as having received a distribution
to which Section 301 of the Internal Revenue Code applies. Section 305(b)(1).
The amount of the distribution to a participatory shareholder will be the fair
market value of the Prestige stock received by a participatory shareholder on
the date of the distribution. Treas. Reg. 1.301-1(b), (d). Thus the excess
of the fair market value of the shares purchased over the amount paid for the
shares will be included in the amount of the distribution to a participatory
shareholder.
Participants will not receive a distribution as a result of the purchase of
shares on the open market with optional cash payments purchased at 100% of fair
market value.
In addition to the foregoing, the amount of any brokerage fees, transfer taxes
or other fees paid for a participant by Prestige in connection with the purchase
of shares will be treated as a constructive dividend to the participant.
A participant will not recognize any taxable event when certificates are
issued for shares credited to the participant's account. A participant who
receives, upon withdrawal from or termination of the Plan, cash payment for a
fractional share then held in his or her account will recognize gain or loss
measured by the difference between the amount of the cash received and the
participant's tax basis of such fractional share.
A participant will recognize gain or loss when shares are sold or exchanged
by or on behalf of the participant. The amount of such gain or loss will be the
difference between the amount that the participant receives in exchange for the
shares and the participant's adjusted tax basis in the shares.
The tax basis of shares purchased from Prestige with reinvested dividends or
optional cash payments will equal the amount of the distribution measured by the
fair market value of the Prestige stock as of the date of the distribution. The
tax basis of shares purchased with optional cash payments on the open market
will be the cost paid by such shareholders in acquiring the stock of the shares.
The "cost" of such shares will include, for this purpose, the amount of any
brokerage fees, transfer taxes or other fees paid for a participant by Prestige.
The holding period for shares credited to a participant's Plan account will
begin on the day following the date the shares are purchased.
The income tax consequences for participants residing outside the United
States will vary from jurisdiction to jurisdiction. In the case of shareholders
whose dividends are subject to United States income tax withholding, or backup
withholding, the amount of tax withheld will be deducted from the amount of the
dividends to determine the amount of dividends to be reinvested.
23. Is Registrar and Transfer Company required to withhold on the payment of
dividends?
If a participant fails to furnish his or her correct taxpayer identification
number to Registrar and Transfer Company or has been notified of payee under-
reporting, Registrar and Transfer Company must withhold 31 percent of the common
stock dividends, the proceeds of the sale of fractional shares, and the proceeds
of the sale of whole shares unless the participant is exempt from the back-up
withholding requirements described in I.R.C. Section 3406. In addition, if a
participant fails to certify that such participant is not subject to withholding
on interest and dividend payments, then similar withholding is required. The
withheld amounts will be deducted from the amount of cash dividends and only the
remaining amount will be reinvested.
Participants' Accounts and Reports
24. What kind of accounts are maintained for participants and what reports
on these accounts do they receive?
Registrar and Transfer Company maintains a separate account for each
participant. All shares purchased for a participant under the Plan will be
credited to the participant's account, as will shares entrusted to Registrar and
Transfer Company for safekeeping. All dividends on shares held in a
participant's account will be reinvested in accordance with the Plan. When
certificates for shares are issued to a participant or a participant's designee,
or shares are sold for a participant's account pursuant to the Plan, these
shares will be withdrawn from such account. Dividends on shares withdrawn from
the account and not sold for a participant's account will continue to be
reinvested in accordance with the participant's most recent Enrollment Form--
see the response to question 25 below.
Each quarter, as soon as practical after purchases of Prestige Common Stock
on behalf of Plan participants have been made, a statement of account will be
mailed to each participant by Registrar and Transfer Company, normally within 15
days following the purchase. The statements are a participant's continuing
record of current activity plus the cost of purchases and should be retained for
tax purposes. Any participant requesting a reconstruction of his Plan
transactions will be required to reimburse Registrar and Transfer Company for
its costs in assembling such data. Furthermore, Registrar and Transfer
Company will not retain such records indefinitely. In addition, participants
will receive a Prospectus for the Plan and copies of other communications sent
to holders of Prestige's common stock, including quarterly reports, annual
reports, the notice of annual meeting, proxy statement and the information
needed for reporting dividend income for federal income tax purposes.
Each quarterly statement of account will show the price per share to be used
in determining the tax basis of the Common Stock purchased in that quarter with
reinvested dividends and any optional cash payments to the Plan. An Internal
Revenue Service Form (Form 1099) will be mailed to participants at year end
showing the total amount of dividend income to be reported by each participant
and the total amount of tax, if any, withheld.
Certificates for Shares
25. Will certificates be issued for shares purchased?
No. The number of shares credited to a participant's account under the Plan
will be shown on the quarterly statement. This service eliminates the need for
safekeeping by participants to protect against loss, theft or destruction of
stock certificates.
At any time, a participant may request in writing that Registrar and Transfer
Company send a certificate for all or part of the whole shares credited to his
account. This request should be signed by the participant (or participants, if
a joint registration) and mailed to Registrar and Transfer Company at the
address set forth in the response to Question 7. Any remaining whole shares
and fraction of a share will continue to be credited to the participant's
account. Certificates for fractional shares will not be issued under any
circumstances. Certificates for whole shares credited to your Plan account will
normally be issued within 10 business days of receipt by Registrar and Transfer
Company of your written request.
When certificates are issued to the participant, future dividends on these
shares are treated in accordance with the participant's instructions as
indicated on the most recent Enrollment Form. Therefore, a participant wishing
to discontinue reinvestment of dividends on shares for which certificates have
been received may have to complete a new Enrollment Form and send it to
Registrar and Transfer Company as provided in the response to Question 11. Any
participant whose account in the Plan is reduced to zero as a result of the
withdrawal of shares and who is not reinvesting dividends from any shares
owned by him or her of record is deemed to have withdrawn from the Plan.
Shares credited to a participant's account under the Plan may not be pledged
as collateral. A participant who wishes to pledge such shares must request that
a certificate for such shares be issued in the participant's name.
An institution that is required by law to maintain physical possession of
certificates may request a special arrangement regarding the issuance of
certificates for common stock purchased under the Plan. This request should be
mailed to Registrar and Transfer Company. A separate written request must be
made for each quarterly dividend.
26. In whose name will certificates be registered when issued to
participants?
Accounts under the Plan are maintained in the names in which the certificates
were registered at the time they entered the Plan. Consequently, certificates
for whole shares purchased under the Plan will be similarly registered when
issued. Should a participant want shares registered and issued in a different
name, this must be indicated in a written request. This would constitute
reregistration, and a participant would be responsible for any transfer taxes
that may be due and for compliance with any applicable transfer requirements.
Termination of Participation
27. How does a participant terminate participation in the Plan?
Participants who wish to discontinue participation have the following options:
(a) discontinuation of the automatic dividend reinvestment feature, while
continuing to participate in the optional cash payment feature (in which case
dividends on all shares not withdrawn from the participant's account will
continue to be reinvested in accordance with the Plan); (b) discontinuation of
both the automatic dividend reinvestment and optional cash payment features,
while retaining shares in the participant's account under the Plan (the
dividends on which shares will continue to be reinvested in accordance with the
Plan); or (c) complete withdrawal from the Plan via termination.
A participant may direct Registrar and Transfer Company to discontinue the
reinvestment of dividends on Prestige Common Stock held of record by that
participant by completing an Enrollment Card at any time, as more fully
explained in the response to Question 11. Optional cash purchases may be made
after a participant discontinues reinvestment of cash dividends by completing an
Enrollment Form and sending it along with a check or money order in the amount
of the optional cash payment to Registrar and Transfer Company, as more fully
explained in the response to Question 17. After initial enrollment in the
Optional Cash Purchase Only option, a participant is never obligated to make
optional cash purchases and therefore need take no action to discontinue
participation in this feature.
A participant may terminate participation in the Plan at any time by notifying
Registrar and Transfer Company in writing. This notice should be sent to
Registrar and Transfer Company at the address set forth in the response to
Question 7. Upon termination, certificates for whole shares held in the
participant's account under the Plan will be issued, a cash payment will be made
for any fraction of a share at the then market price as determined by Registrar
and Transfer Company and the account will be closed.
As an additional option, a terminating participant may request that the shares
in his or her account be sold. Upon receipt of the written request, the sale
will be made by Registrar and Transfer Company for a participant's account, at
market, normally within ten business days after receipt of the request. Any
applicable brokerage fees and transfer taxes will be deducted from the proceeds
to the participant. Should Registrar and Transfer Company be unable to sell
such shares within ten business days, certificates for whole shares held in the
participant's account will be issued and a cash payment will be made for any
fraction of a share at the then market price as determined by Registrar and
Transfer Company.
28. When may a participant terminate participation in the Plan?
A participant may terminate their participation in the Plan at any time by
notifying Registrar and Transfer Company in writing. Any notice of termination
received after 10 days prior to a dividend record date will not be effective
until dividends paid for such record date have been reinvested and the shares
credited to the participant's Plan account.
29. May Registrar and Transfer Company terminate a participant's interest in
the Plan?
Registrar and Transfer Company may terminate a participant's interest in the
Plan by notice in writing mailed to the participant. In such event, Registrar
and Transfer Company will follow the procedures for termination set forth in the
response to Question 27.
Other Information
30. What happens when a participant sells or transfers all of the shares
registered in the participant's name?
If a participant disposes of all shares of Prestige Common Stock registered
in his or her name, except for shares credited to the participant's account
under the Plan, Registrar and Transfer Company will continue to fully reinvest
the dividends on those shares credited to the participant's account under the
Plan, subject to the participant's right to withdraw from the Plan as set forth
in the responses to Questions 27 and 28.
31. What happens when a participant sells or transfers some but not all of
the shares registered in the participant's name?
If a participant is reinvesting the cash dividends on all of the shares regis-
tered in his name and then disposes of a portion of such shares, Registrar and
Transfer Company will continue to reinvest the dividends on the remainder of the
shares registered in the participant's name under the Plan.
32. How is a participant's Plan account handled when a participant dies?
A participant's account will be held by Registrar and Transfer Company and the
cash dividends will be reinvested as usual until Registrar and Transfer Company
receives a death certificate and written instructions to withdraw the shares
from the legal representative of the participant's estate. The certificate
delivered to the participant's representative will be registered in the exact
name as indicated in the account. No optional cash payments may be made in the
name of the participant after his death. These same procedures will be
followed in the event a participant is adjudicated incompetent.
33. If Prestige has a Common Stock rights offering, how will the rights on
the Plan shares be handled?
No preemptive rights attach to the Common Stock of Prestige. If Prestige,
nevertheless, should determine to offer securities through the issuance of
rights to subscribe, a participant's entitlement in such a rights offering will
be based on the participant's total holdings - just as the participant's
dividend is computed each quarter. Rights certificates will be issued for the
number of whole shares only, however, and rights based on a fraction of a share
held in a participant's account will be sold for the participant's account if a
market exists for such rights, and the net proceeds will be treated as an
optional cash payment.
34. What happens if Prestige issues a stock dividend or declares a stock
split?
Any common shares distributed as a result of a stock dividend or stock split
by Prestige on shares held in the account of a participant under the Plan will
be added to the participant's account. Shares distributed as a result of a
stock dividend or split on shares registered in the name the participant will be
mailed directly to the shareholder in the same manner as to shareholders who
are not participating in the Plan.
35. How will a participant's shares held by Registrar and Transfer Company
be voted at stockholders' meetings?
Shares held by Registrar and Transfer Company for a participant will be voted
as the participant directs.
A proxy card will be sent to participants in connection with any annual or
special meeting of stockholders, as in the case of stockholders not
participating in the Plan. This proxy will apply to all whole and fractional
shares registered in a participant's name, if any, as well as to all whole and
fractional shares credited to a participant's account under the Plan and, if
properly signed, will be voted in accordance with the instructions that you give
on the proxy card.
As in the case of nonparticipating stockholders, if no instructions are
indicated on a properly signed and returned proxy card, all of a participant's
whole and fractional shares will be voted in accordance with the recommendations
of Prestige's management. If the proxy card is not returned or is returned
unsigned, a participant's shares would be voted only if the participant or a
duly appointed representative votes in person at the meeting.
36. Who interprets and regulates the Plan?
Prestige reserves the right, acting in good faith, to interpret and regulate
the Plan as deemed desirable or necessary in connection with the Plan's
operations.
37. What are the responsibilities of Registrar and Transfer Company under the
Plan?
Registrar and Transfer Company, in administering the Plan, will not be liable
for any act done in good faith or for any good faith omission to act, including
without limitation, any claim of liability arising out of failure to terminate
a participant's account upon his death, the prices at which shares are
purchased, the times when purchases are made or fluctuation in market value of
Prestige Common Stock.
Participation in the Plan is an investment of the participant. Registrar and
Transfer Company and Prestige cannot assure participants of a profit or protect
participants against a loss on the shares purchased under the Plan.
Although the Plan contemplates the continuation of quarterly dividend
payments, shareholders are cautioned that the Plan does not represent a change
in Prestige's dividend policy or a guarantee of future dividends, which will
continue to depend upon Prestige's earnings, financial requirements, government
regulations and other factors.
38. May the Plan be changed or discontinued?
Notwithstanding any other provision of the Plan, Prestige reserves the right
to amend, modify, suspend or terminate the Plan at any time. Registrar and
Transfer Company reserves the right to resign at any time upon reasonable notice
to Prestige in writing. Prestige may terminate Registrar and Transfer Company
at any time upon like notice. Notice of any material amendment, modification,
suspension or termination will be mailed to all participants, who shall in all
events have the right to withdraw from the Plan. Upon termination of the Plan
by Prestige, certificates for whole shares held in a participant's account under
the Plan will be issued and a cash payment will be made for any fraction of a
share in the manner described in Question 27.
39. Where should correspondence regarding the Plan be sent?
All Enrollment Forms, optional cash payment forms and payments, notices,
requests, instructions, questions and/or other communications should be sent to:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
(800) 368-5948 or (800) 346-6084
40. What is sufficient notice to a participant?
Any notice, statement or report which by any provision of the Plan is required
to be given to the participant shall be in writing and shall be deemed to have
been sufficiently given by being deposited, postage prepaid in a post office
letter box addressed to the participant at the participant's address as it shall
last appear on Registrar and Transfer Company's records. Participants are urged
to notify Registrar and Transfer Company promptly of any change of address.
41. What law governs the Plan?
The terms of the Plan and its operation are governed by the laws of the State
of New Jersey, subject to any federal laws regulating Prestige and Registrar and
Transfer Company.
USE OF PROCEEDS
The proceeds from the sale by Prestige of Prestige Common Stock offered pursu-
ant to the Plan will be used for general corporate purposes, including
investments in, or extensions of credit to Prestige's subsidiary, Prestige State
Bank. Prestige has no basis for estimating either the number of shares that
ultimately will be issued under the Plan or the prices at which such shares will
be sold.
REGULATORY CONSIDERATIONS
Prestige is a legal entity separate and distinct from its subsidiary bank.
Accordingly, the right of Prestige, and thus the right of its stockholders and
creditors, to participate in any distribution of the assets or earnings of the
subsidiary is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of Prestige itself as a creditor
may be recognized. There are also legal limitations on the extent to which
Prestige's subsidiary bank can lend or otherwise supply funds to Prestige.
LEGAL OPINIONS
The law firm of Rothgerber, Appel, Powers & Johnson LLP, One Tabor Center,
Suite 3000, 1200 17th Street, Denver, Colorado 80202 has served as special
counsel to Prestige in the preparation of the Registration Statement relating to
the shares of Prestige Common Stock offered hereby and has passed upon the
legality of the Common Stock to be issued hereby. No members of this law firm
own stock of Prestige or are employed on a contingent basis by Prestige.
EXPERTS
The consolidated financial statements of Prestige as of December 31, 1994 and
1993, and for each of the years in the three-year period ended December 31,
1994, included in Prestige's Annual Report on Form 10-K for the year ended
December 31, 1994, incorporated by reference herein, have been incorporated
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein and upon the
authority of said Firm as "Experts" in accounting and auditing.
The report of KPMG Peat Marwick LLP refers to a change in the method of
accounting for income taxes in 1993 and a change in the method of accounting for
certain investments in debt and equity securities in 1994.
INDEMNIFICATION
Article 6 of the Bylaws of the Company provide for indemnification of
directors, officers, employees and agents of the Company under certain
circumstances which may include liability arising under the Securities Act of
1933.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
[Outside back cover Prospectus]
Prestige Financial Corp.
Dividend Reinvestment and Common Stock Purchase Plan
TABLE OF CONTENTS
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . 5
THE CORPORATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Advantages to Participants. . . . . . . . . . . . . . . . . . . . . . . 6
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Optional Cash Purchases . . . . . . . . . . . . . . . . . . . . . . . . 10
Federal Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Participants' Accounts and Reports. . . . . . . . . . . . . . . . . . . 12
Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . . 13
Termination of Participation. . . . . . . . . . . . . . . . . . . . . . 14
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
REGULATORY CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . 17
INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses to be incurred by Prestige in
connection with the offering described in this Registration Statement.
Registration Fee .................................. $ 1,002
Printing and Mailing................................1,900*
Legal Fees .........................................5,000*
Accounting Fees ....................................1,800*
Miscellaneous ...................................... 500*
Total 10,202
*Estimated.
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article 6 of the Bylaws of the Company provide that the Company shall, to the
fullest extent permitted by applicable law from time to time in effect,
indemnify any and all persons whom it shall have power to indemnify under said
law from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said law.
Section 14A:3-5 of the New Jersey Business Corporation Act provides, among
other things, that a corporation organized under the laws of New Jersey shall
have the power to indemnify a corporate agent (any person who is or was a
director, officer, employee or agent) against his expenses and liabilities in
connection with any proceeding involving the corporate agent by reason of his
being or having been such a corporate agent, other than a proceeding by or in
the right of the corporation, if (i) such corporate agent 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 (ii) with respect to any criminal proceeding,
such corporate agent had no reasonable cause to believe his conduct was
unlawful. In addition, a corporation shall have the power to indemnify a
corporate agent against his expenses in connection with any proceeding by or in
the right of the corporation to procure a judgment in its favor which involves
the corporate agent by reason for his being or having been such corporate agent,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation.
The Company maintains directors' and officers' liability insurance which
covers certain liabilities and expenses of officers and directors of the Company
and covers the Company for reimbursement of payments to directors and officers
in respect of such liabilities and expenses.
ITEM 16. EXHIBITS.
5 Opinion of Rothgerber, Appel, Powers & Johnson LLP as to legality*
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP*
23.2 Consent of KPMG Peat Marwick LLP
99.1 Enrollment Form*
_______________
* Previously filed
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.
(b) Undertaking Concerning Filings Incorporating Subsequent Exchange Act
Documents by Reference
The Company hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Company'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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Flemington and the State
of New Jersey, on this sixth day of November, 1996.
PRESTIGE FINANCIAL CORP.
By: /s/ Arnold F. Horvath
Arnold F. Horvath, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Arnold F. Horvath President and November 6, 1996
Arnold F. Horvath Director
/s/ Robert J. Jablonski CEO, Treasurer and November 6, 1996
Robert J. Jablonski Director (Principal
Executive, Accounting
and Financial Officer)
/s/ Roland D. Boehm, Sr. Vice Chairman of November 6, 1996
Roland D. Boehm, Sr. the Board and Director
/s/ Louis R. DeFalco Chairman of November 6, 1996
Louis R. DeFalco the Board and
Director
/s/ Gerald A. Lustig Director November 6, 1996
Gerald A. Lustig
/s/ James W. MacDonald Director November 6, 1996
James W. MacDonald
/s/ Arthur Stryker, Jr. Director November 6, 1996
Arthur Stryker, Jr.
TABLE OF CONTENTS
Exhibit No. Description
Page
5 Opinion of Rothgerber, Appel, Powers & Johnson LLP
as to legality*
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP*
23.2 Consent of KPMG Peat Marwick LLP
99.1 Enrollment Form*
____________________________
* Previously filed
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Prestige Financial Corp.:
We consent to the incorporation by reference in Post Effective Amendment No. 2
to the Registration Statement (No. 33-96202) on Form S-3 of Prestige Financial
Corp. of our report dated January 23, 1996, relating to the consolidated
statements of financial condition of Prestige Financial Corp. and subsidiary as
of December 31, 1995 and 1994 and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1995, which report appears in the December
31, 1995 Annual Report on Form 10-K of Prestige Financial Corp.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities in 1994 and a change in the method of
accounting for income taxes in 1993.
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
November 1, 1996
