As filed with the Securities and Exchange Commission on December , 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JeffBanks, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation or organization)
23-2189480
(I.R.S. Employer Identification No.)
1609 Walnut Street, Philadelphia, Pennsylvania 19103, (215-564-5040)
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Betsy Z. Cohen, Esquire, JeffBanks, Inc. 1609 Walnut Street, Philadelphia,
Pennsylvania 19103 (215) 564-5040
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
J. Baur Whittlesey, Esquire
Ledgewood Law Firm, P.C.
1521 Locust Street, Suite 800
Philadelphia, PA 19102
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, please 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 this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ] .
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ] .
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class offering aggregate Amount of
of securities to be Amount to be price per offering registration
registered registered unit(1) price fee
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Common Stock (par
value $1.00 per
share). . . . . . . 111,329 $27.25 $3,033,715.20 $919.31
- --------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based upon the
average of the high $27.25 and low $27.25 prices reported on the NASDAQ National
Market System on December 19, 1996 (a date within 5 business days prior to the
date of this filing).
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS Subject to Completion
December _____, 1996
111,329 Shares
[LOGO]
JEFFBANKS, INC.
Common Stock
The shares (the "Shares") of JeffBanks, Inc. (the "Company") Common Stock
(the "Common Stock") offered hereby may be sold by the persons named in "Selling
Shareholders" from time to time on the Nasdaq National Market ("Nasdaq") or
otherwise, in special offerings, secondary distributions pursuant to and in
accordance with applicable rules, in negotiated transactions or otherwise, at
market prices prevailing at the time of the sale, at prices related to such
prevailing market prices or at negotiated prices. Selling Shareholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from Selling Shareholders and/or
purchasers of shares for whom they may act as agent (which compensation may be
in excess of customary commissions). Selling Shareholders may, as and when Rule
144 under the Securities Act of 1933 is available, sell shares covered by this
Prospectus in one or more transactions under said Rule. See "Plan of
Distribution."
The Common Stock is listed for trading on Nasdaq under the symbol "JEFF."
On December 19, 1996, the last reported sale price for the Common Stock was
$27.25 per share.
The Company will not receive any part of the proceeds from the sale of the
Shares. The Company has agreed to pay certain registration expenses in
connection with the offering (excluding brokerage commissions) estimated at
approximately $33,144.
As a bank holding company, the Company is subject to certain regulation
under federal banking laws, as more specifically described under "Certain
Regulatory Matters." See page 5 of this Prospectus.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS,
DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, ANY OTHER
GOVERNMENTAL AGENCY OR OTHERWISE.
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 December , 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, accordingly, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed with the Commission are available for inspection and copying
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W. Washington, D.C. 20549, and at the
Commission's Regional Offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and at Seven World Trade Center, New
York, New York 10048. Copies of such documents may also be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, copies of such
documents may be obtained through the Commission's Internet address at
http://www.sec.gov. The Company's Common Stock is authorized for quotation on
Nasdaq and, accordingly, such materials and other information can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (No. 333- ) (together with any amendments thereto, the "Registration
Statement"), under the Securities Act, with respect to the securities offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
omits certain information contained in the Registration Statement as permitted
by the rules and regulations of the Commission. For further information with
respect to the Company and the securities offered hereby, reference is made to
the Registration Statement and the exhibits and financial statements, notes and
schedules filed as part thereof or incorporated by reference therein, which may
be inspected at the public reference facilities of the Commission, at the
addresses set forth above. Statements made in this Prospectus concerning the
contents of any documents referred to herein are not necessarily complete, and
in each instance are qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement or incorporated by
reference therein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed with the Commission (File No.
0-22850) pursuant to Section 13 of the Exchange Act, are incorporated by
reference herein and made a part hereof: (i) the Company's Annual Report on Form
10-K for the year ended December 31, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996; (iv) the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (v) the
Company's Current Report on Form 8- K filed October 9, 1996; (vi) the
description of the Company's Common Stock contained in Form 8- A filed with the
Commission on November 9, 1993, pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description; and (v) the Company's Joint Proxy Statement/Prospectus, included as
part of the registration statement on form S-4 (Registration No. 333-16261),
filed pursuant to Rule 424(b) under the Securities Act of 1933.
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<PAGE>
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the termination of this offering 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. All information
appearing in this Prospectus should be read in conjunction with, and is
qualified in its entirety by, the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in the immediately preceding
statement.
The Company will provide without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference (other than exhibits not
specifically incorporated by reference therein). Written or oral requests for
such copies should be directed to: Secretary, JeffBanks, Inc., 1609 Walnut
Street, Philadelphia, Pennsylvania 19103, (215) 564-5040.
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<PAGE>
THE COMPANY
General
The Company is a Pennsylvania chartered, registered bank holding company
headquartered in Philadelphia with two wholly-owned subsidiaries, Jefferson Bank
("Jefferson PA") and Jefferson Bank of New Jersey ("Jefferson NJ"). The Company
operates principally through its subsidiary banks which are engaged in the
commercial banking business in Philadelphia, Pennsylvania and its immediately
adjacent Pennsylvania and New Jersey suburbs. The Company currently operates an
executive office, twenty-four retail branch offices and a mortgage loan
production office.
The Company's executive offices are located at 1609 Walnut Street,
Philadelphia 19103, and its telephone number is (215)564-5040. As used in this
Prospectus, the term "Company" means the Company and its consolidated
Subsidiaries.
Additional information concerning the Company is included in the documents
of the Company incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."
Recent Developments
On September 5, 1996, the Company, United Valley Bancorp. ("UVHC"), United
Valley Bank ("UVB") (the wholly-owned banking subsidiary of UVHC) and JeffBanks
Acquisitioncorp., Inc. ("Company Merger Sub") entered into an Agreement and Plan
of Merger (the "Merger Agreement") pursuant to which the Company agreed to
acquire UVHC by means of a merger of Company Merger Sub with and into UVHC (the
"Merger"). Provided that all of the conditions to the consummation of the Merger
are satisfied or waived, UVHC will become a wholly-owned subsidiary of the
Company. Immediately following the Merger, UVB will be merged into Jefferson PA,
with Jefferson PA being the surviving institution (the "Bank Acquisition"). It
is anticipated that the Merger will be accounted for on a pooling of interests
basis.
In consideration of the Merger, on the Merger Effective Date, each share
of UVHC Common Stock issued and outstanding immediately prior to the Merger
Effective Date will, by virtue of the Merger, automatically and without any
action on the part of the holder thereof, become .339 of a share of the
Company's Common Stock.
Consummation of the Merger is conditioned upon, among other things, (i)
approval of the Merger by the required vote of the shareholders of UVHC, which
approval will be sought at a Special Meeting of the Shareholders of UVHC to be
held on January 10, 1997; (ii) approval of the Merger by the shareholders of the
Company, which approval will be sought at a Special Meeting of the Shareholders
of the Company on January 10, 1997; and (iii) procurement by the Company of
approval by the Federal Reserve Board (or a waiver of the need therefor) and the
Pennsylvania Department of Banking (the "PA Department") of the Merger and the
Bank Acquisition and the expiration of applicable statutory waiting periods
relating thereto.
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<PAGE>
UVHC is a bank holding company registered under the Bank Holding Company
Act of 1956 (the "Holding Company Act") owning as its principal asset UVB (in
which it owns 100% of the outstanding capital stock), through which if offers
retain and commercial banking services at three branches in Philadelphia and its
immediate Pennsylvania suburbs. As of September 30, 1996, UVHC had, on a
consolidated basis, total assets of $122.4 million, total deposits of $104
million and shareholders' equity of 12.8 million. Additional information
concerning the Merger is included in the documents of the Company incorporated
herein by reference. See "Incorporation of Certain Documents by Reference."
CERTAIN REGULATORY MATTERS
The Company and its banking subsidiaries are extensively regulated under
both federal and state law. The regulation and supervision of the Company and
its bank subsidiaries is designed primarily for the protection of depositors and
not the respective institutions or their shareholders. To the extent that the
following information describes statutory and regulatory provisions, it is
qualified in its entirety by reference to the particular statutory and
regulatory provisions. A change in applicable law or regulation may have a
material effect on the business of the Company or its bank subsidiaries.
General
The Company is a registered bank holding company under the Bank Holding
Company Act of 1956, as Amended (the "Holding Company Act"). As such, it is
required to file with the Federal Reserve Bank ("FRB") an annual report and such
additional information as the FRB may require pursuant to the Holding Company
Act, and is subject to regular examination by the FRB. The Holding Company Act
limits the activities which may be engaged in by the Company and its
subsidiaries to those of banking and the management of banking organizations,
and to certain non-banking activities, including those activities which the FRB
has found, by order or regulation, to be so closely related to banking or
managing or controlling banks as to be proper incidents thereto. Such activities
include, among other things, and, subject to certain limitations, operating a
mortgage company, finance company, credit card company or factoring company;
performing certain data processing operations; providing certain investment and
financial advice; acting as an insurance agent for certain types of credit
related insurance and providing certain securities brokerage services for
customers. The Company has no present plans to engage in any of these activities
other than through its subsidiary banks. The FRB has adopted certain capital
adequacy guidelines pertaining to bank holding companies. The Company currently
exceeds all such guidelines.
Under FRB regulations, a bank holding company is required to serve as a
source of financial and managerial strength to its subsidiary banks and may not
conduct its operations in an unsafe or unsound manner. It is the FRB policy
that, in serving as a source of strength to its subsidiary banks, a bank holding
company should stand ready to use available resources to provide adequate
capital funds to its subsidiary banks during periods of financial stress or
adversity and should maintain the financial flexibility and capital-raising
capacity to obtain additional resources for assisting its subsidiary banks. A
bank holding company's failure to meet its obligations to serve as a source of
strength to its subsidiary banks will generally be considered by the FRB to be
an unsafe and unsound banking practice, and/or a violation of FRB regulations.
The FRB has also issued policy statements which provide that bank holding
companies generally should pay dividends only out of current operating earnings.
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<PAGE>
The Company is subject to additional regulation by the Pennsylvania
Department of Banking (the "PA Department"). Pennsylvania law currently permits
Pennsylvania bank holding companies to own an unlimited number of banking
subsidiaries.
Limitations on Dividends from Subsidiary Banks
There are various legal limitations on the extent to which Jefferson PA
and Jefferson NJ may pay dividends to the Company. With respect to Jefferson PA,
the Pennsylvania Banking Code of 1965, as amended (the "1965 Code"), provides
that dividends may be declared and paid only out of accumulated net earnings
(undivided profits). Where surplus is less than 50% of the amount of Jefferson
PA's capital (defined as par value multiplied by the number of shares
outstanding), no dividend may be paid or declared without the prior approval of
the PA Department until surplus is equal to 50% of the total amount of capital.
Where surplus is less than 100% of capital, until such time as surplus equals
capital, at least 10% of net earnings must be transferred to surplus prior to
the declaration of a dividend. The PA Department has the power to issue orders
prohibiting the payment of dividends where such payment is deemed to be an
unsafe or unsound banking practice.
With respect to Jefferson NJ, the New Jersey Banking Act of 1948, as
amended (the "1948 Act"), provides that a bank may declare and pay dividends on
its capital stock if stated capital will not be reduced following the payment of
any such dividend. A bank also may not pay a dividend if, after payment thereof,
it will have a surplus of less than 50% of stated capital unless such dividend
would not reduce surplus.
Pennsylvania Regulation of Jefferson PA
As a Pennsylvania state-chartered commercial bank, Jefferson PA is subject
to the applicable provisions of the 1965 Code, and the regulations of the PA
Department adopted thereunder. Jefferson PA derives its lending and investment
powers from these laws and is subject to examination from time to time by the PA
Department. The 1965 Code provides for extensive regulation of the business of
Jefferson PA, including limitations on the amount of interest it may charge on
various loans, limitations on the amount of credit it may extend to any one
customer and limitations on its ownership of shares of stock in other entities,
including banks and trust companies. Any merger of Jefferson PA and another
institution must receive the prior approval of the PA Department. In addition,
the 1965 Code prohibits any person from acquiring more than 10% of any class of
outstanding stock of any bank (5% of any such class if the bank had net
operating loss carry forwards, as defined in the Internal Revenue Code, in
excess of 20% of the bank's total shareholders' equity), without the prior
approval of the PA Department. Exempted from prior approval of the PA Department
are stock acquisitions by the issuing bank or a person who controls the bank and
acquisitions through a merger or consolidation approved by the U.S. Comptroller
of the Currency. The 1965 Code regulates the establishment of branch offices and
sets minimum capital stock and surplus requirements (with which Jefferson PA
complies). Under the 1965 Code, banks are permitted to operate branch offices
statewide. Approval of the PA Department is required for amendments to the
Articles of Incorporation of Jefferson PA.
Pennsylvania has adopted a reciprocal interstate banking law which
currently permits, subject to certain conditions, out-of-state bank holding
companies located in all fifty states to acquire banks and bank holding
companies in Pennsylvania, provided Pennsylvania bank holding companies are
accorded reciprocal rights. Subject to the reciprocity requirement and to the
prior approval of the PA Department,
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<PAGE>
Pennsylvania permits out-of-state bank holding companies to enter the state
either by acquisition of an existing Pennsylvania bank or bank holding company
or by establishment of a new bank in Pennsylvania. Approval of the PA Department
is also required if a Pennsylvania bank holding company acquires an out-of-state
bank or bank holding company. Currently, the interstate banking laws determined
by the PA Department to be fully reciprocal with the Pennsylvania law include
the laws of the states of New Jersey, New York and Ohio. However the Riegle-Neal
Act, summarized below, will supersede Pennsylvania law, subject to certain
conditions.
New Jersey Regulation of Jefferson NJ
As a state-chartered commercial bank, Jefferson NJ is subject to the
applicable provisions of the 1948 Act and the regulations of the New Jersey
Department of Banking (the "NJ Department") adopted thereunder. Jefferson NJ
derives its lending and investment powers from these laws, and is subject to
examination from time to time by the NJ Department. Jefferson NJ is required to
comply with various provisions of New Jersey law regarding its deposit and
lending business, including limitations on the amount of interest it may charge
on various loans, limitations on the amount of credit it may extend to any one
customer, restrictions on the amount of capital which may be used for fixed
assets and limitations on the amount and nature of its investment in certain
entities. In addition, New Jersey law sets minimum capital stock and surplus
requirements (with which Jefferson NJ presently complies) and regulates the
establishment of branch offices. Approval of the NJ Department is also required
for amendments to the Certificate of Incorporation of Jefferson NJ.
Under the 1948 Act, banks are generally permitted to operate branch
offices statewide, except that a bank generally may not establish a branch
office in a municipality other than the municipality in which it maintains its
principal office which has a population of less than 10,000 persons and in which
another banking institution maintains its principal office. Certain capital
stock and surplus requirements (with which Jefferson NJ presently complies) also
must be satisfied in order to establish additional branch offices.
New Jersey has a reciprocal interstate banking law which permits, subject
to certain conditions, out-of-state bank holding companies to acquire New Jersey
banks or bank holding companies or to establish banks in New Jersey, provided
the laws of the jurisdiction in which the operations of the out-of-state bank
holding company's banking subsidiaries are principally conducted afford
reciprocity to New Jersey- based banking institutions. Currently, the interstate
banking laws determined by the NJ Department to be fully reciprocal with the New
Jersey law include the laws of the states of Pennsylvania, New York and
Delaware. However, the Riegle-Neal Act, summarized below, will supersede New
Jersey law, subject to certain conditions.
FDIC Regulation
Jefferson PA and Jefferson NJ are members of the FDIC and, therefore, are
subject to additional regulation by that agency. The FDIC must approve the
establishment of new branch offices. Dividend payments by a bank are generally
prohibited where the bank is in default on its FDIC assessments. Moreover, the
FDIC has the power to issue orders prohibiting the payment of dividends where
such payment is deemed to be an unsafe or unsound banking practice. The
subsidiary banks are subject to examinations from time to time by the FDIC. As
members of the FDIC, Jefferson PA and Jefferson NJ
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<PAGE>
are assessed annual premiums based on the amount of their deposits and in part
on ratings given them by the FDIC.
Regulations Concerning Liquidity and Capital
Each regulatory agency referred to above evaluates the adequacy of
liquidity of the Company and/or its subsidiary banks at the time of their
respective examinations. None of these agencies has required specific liquidity
amounts or percentages. Instead, to assess adequacy the agencies consider a
variety of factors including historical deposit stability, success in generating
new deposits, loan demand and other factors. Based upon current liquidity levels
and policies, each agency has, as a result of its most recently concluded
examination, determined liquidity and related policies to be adequate. For a
discussion of capital adequacy guidelines promulgated by regulators, and the
compliance of the Company and its subsidiary banks with such guidelines.
Federal Change in Control and Acquisition Regulation.
Under the Change in Bank Control Act of 1978 (the "Bank Control Act") and
regulations thereunder, persons who intend to acquire control of a bank or bank
holding company are required to give at least 60 days prior written notice to
the FRB (in the case of a bank holding company) or the FDIC (in the case of a
state-chartered non-member bank such as Jefferson PA or Jefferson NJ). Control
for the purpose of this regulation exists when the acquiring party obtains
voting control of at least 25% of any class of the bank's or holding company's
voting securities. Subject to rebuttal, control is presumed to exist when the
acquiring party obtains voting control of at least 10% of any class of the
bank's or holding company's voting securities if (i) securities issued by the
bank or holding company are registered pursuant to Section 12 of the Exchange
Act, or (ii) following the acquisition, there would be no holder of that class
of the bank's or holding company's voting securities with a holding larger than
the acquiring party. Under the Holding Company Act, a company cannot acquire
control of a bank or a bank holding company without the prior approval of the
FRB. Control has substantially the same definition for these purposes as under
the Bank Control Act. The Bank Control Act and the regulations promulgated
thereunder authorize the FRB or FDIC, as the case may be, to disapprove any such
acquisition on certain specified grounds. With respect to the acquisition of
banking organizations, the Company is required to obtain the prior approval of
the FRB before it may merge or consolidate with another bank holding company,
acquire all or substantially all of the assets of any bank, or acquire ownership
or control of any voting shares of any bank, if, after such share acquisition,
it will own or control more than 5% of the voting shares of such bank. The
Holding Company Act generally prohibits the FRB from approving the acquisition
by the Company, or any subsidiary, of any voting shares of, or interest in, or
all or substantially all of the assets of, any bank located outside
Pennsylvania, unless specifically authorized by the laws of the state in which
the target bank is located.
In addition, under the Bank Merger Act of 1956, as amended, the approval
of the appropriate federal bank regulatory agency (the FRB, the Comptroller of
the Currency or the FDIC, depending on the resulting institution) is required
before either subsidiary bank may merge or consolidate with, or acquire all or
substantially all of the assets of, another bank.
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FIRREA
Although the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA") pertains primarily to thrift depository institutions (such as
savings and loan associations), certain of FIRREA's provisions may affect the
Company's subsidiary banks. In particular, FIRREA imposes certain
"cross-guarantee" provisions which are applicable to the subsidiary banks, as
more fully described below.
Under FIRREA, all commonly controlled insured depository institutions are
liable to the FDIC for any loss the FDIC incurs in connection with defaults of
or assistance granted to their affiliated depository institutions. Under such
"cross-guarantee" arrangements, each depository institution subsidiary could be
subject to claims for amounts the FDIC actually loses in connection with the
operation of or assistance granted to an affiliated depository institution in
the event it were ultimately to be taken over by the FDIC. Accordingly, one of
the Company's subsidiary banks could be subject to "cross-guarantee" claims by
the FDIC for losses sustained by the FDIC in the event such agency is required
to operate or assist the other subsidiary bank, or any insured depository
institution which may be formed or acquired by the Company in the future.
The Improvement Act
Under the Federal Deposit Insurance Corporation Improvement Act of 1991
(the "Improvement Act") financial institutions are subject to increased
regulatory scrutiny and must comply with certain operational, managerial and
compensation standards developed by FDIC regulations. Under the Improvement Act,
institutions must be classified in one of five defined categories (well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized). In the event an institution's
capital deteriorates to the undercapitalized category or below, the Improvement
Act prescribes an increasing amount of regulatory intervention, including the
adoption by a bank of a capital restoration plan, a guarantee of the plan by its
parent holding company and the placement of a hold on increases in assets,
number of branches and lines of business. If capital has reached the
significantly or critically undercapitalized levels, further material
restrictions can be imposed, including restrictions on interest payable on
accounts, dismissal of management and (in critically undercapitalized
situations) appointment of a receiver or conservator. Critically
undercapitalized institutions generally may not, beginning 60 days after
becoming critically undercapitalized, make any payment of principal or interest
on their subordinated debt. For well capitalized institutions, the Improvement
Act provides authority for regulatory intervention where the institution is
deemed to be engaging in unsafe or unsound practices or receives a less than
satisfactory examination report rating for asset quality, management, earnings
or liquidity. All but well capitalized institutions are prohibited from
accepting brokered deposits without prior regulatory approval. Under currently
existing standards, the Company and both of its subsidiary banks are deemed to
be "well capitalized."
The Improvement Act also requires federal banking regulators to issue new
rules establishing certain minimum standards to which an institution must
adhere, including standards requiring a maximum ratio of classified assets to
capital, minimum earnings sufficient to absorb losses and, to the extent
feasible, a minimum ratio of market value to book value. Additional regulations
are required to be developed relating to internal controls, loan documentation,
credit underwriting, interest rate exposure, asset growth, compensation, fees
and benefits. The Improvement Act also requires all institutions in general to
undergo an annual regulatory examination and requires an institution with total
assets of at least $500
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million to have annual audits, establish an independent audit committee of its
board of directors and undergo an annual regulatory examination.
The Riegle-Neal Act
On September 29, 1994, the President signed into law the "Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994" (the "Interstate Act").
Among other things, the Interstate Act permits bank holding companies to acquire
banks in any state one year after enactment. Pennsylvania law was recently
amended to authorize any out-of-state bank holding company to acquire control of
any state or national bank located in Pennsylvania after it receives prior
written approval from the Department. Beginning June 1, 1997, a bank may merge
with a bank in another state so long as both states have not opted out of
interstate branching between the date of enactment of the Interstate Act and May
31, 1997. States may enact laws opting out of interstate branching before June
1, 1997, subject to certain conditions. States may also enact laws permitting
interstate merger transactions before June 1, 1997 and host states may impose
conditions on a branch resulting from an interstate merger transaction that
occurs before June 1, 1997, if the conditions do not discriminate against
out-of-state banks, are not preempted by federal law and do not apply or require
performance after May 31, 1997. Pennsylvania has recently enacted a law opting
in immediately to interstate merger and interstate branching transactions.
Interstate acquisitions and mergers would both be subject, in general, to
certain concentration limits and state entry rules relating to the age of the
bank.
Under the Interstate Act, the Federal Deposit Insurance Act is amended to
permit the responsible federal regulatory agency to approve the acquisition of a
branch of an insured bank by an out-of-state bank or bank holding company
without the acquisition of the entire bank or the establishment of a "de novo"
branch only if the law of the state in which the branch is located permits
out-of-state banks to acquire a branch of a bank without acquiring the bank or
permits out-of-state banks to establish "de novo" branches. Pennsylvania
recently passed such a law.
The foregoing necessarily is a summary and general description of certain
provisions of the Interstate Act and does not purport to be complete. Many of
the provisions of each will be implemented through the adoption of regulations
by the various federal banking agencies. Moreover, many of the significant
provisions of the legislation have not yet become effective.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares offered by the Selling Shareholders.
DETERMINATION OF OFFERING PRICE
The Shares may be sold from time to time on Nasdaq at market prices for
the Common Stock prevailing at the time of the sale.
SELLING SHAREHOLDERS
The Selling Shareholders listed below acquired the Shares pursuant to the
terms of an Amended and Restated Agreement of Merger (the "Merger Agreement")
dated May 30, 1995, by and among
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<PAGE>
Constitution Bancorp, Inc., Constitution Bank, Jefferson Bank and the Company.
Under the Merger Agreement, the Company became obligated to (i) prepare and file
the Registration Statement under the Securities Act covering the sale of the
Shares, (ii) use its best efforts to cause the Registration Statement to be
declared effective by December 31, 1996 and (iii) use its best efforts to
maintain the Registration Statement in effect for three years from the effective
date thereof.
The following table sets forth, as of September 30, 1996, all of the
Shares of the Company's Common Stock owned by the each of the Selling
Shareholders. Although all of such Shares were registered under the Registration
Statement and thereby deemed to be offered for sale, there can be no assurance
that all or any part of any particular Selling Shareholder's holdings will be
sold.
Selling Shareholder Shares Available for Sale
Anzalone, Robert S ............................... 863
Beausang, Michael F., Jr.(1) ..................... 619
Bettinger, Edward J ..............................
and Dorothy T., h/w .............................. 309
Blatt, Rita J .................................... 863
Bonner, Francis J., Jr., M.D ..................... 694
Brooke, David L ..................................
Self Declaration of Trust
Dated April 10, 1971 ............................. 970
Butera, Charles J. and Mary G., .................. 863
Ten. Com. w/out Rt. Sur ..........................
Butera, Harry .................................... 134
Butera, H. Kenneth ............................... 181
Butera, H. Kenneth, Cohen, Stuart N ..............
& Palmer, Kevin A., Trustees for the
Butera, Beausang, Cohen & Brennan
Employees' Pension Plan(1) ....................... 2,450
Butera, Raymond L ................................ 528
Butera, Robert J ................................. 863
Byrne, James R. and
Rebecca C., Ten. Ent ............................. 863
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Selling Shareholder Shares Available for Sale
Cantor, Edward ................................... 518
Cantor, Ronald ................................... 560
Carberry, Anne E ................................. 120
Carberry, Anne E. and
Gaudiosi, Peter A., Jr., Jt. Ten ................. 231
Carberry, Helene M ............................... 515
Carberry, Louis A. and
Carberry, Elizabeth, Jt. Ten ..................... 111
Cede & Co. (James Davidson, Broker)
Participant No. 918 .............................. 268
Cede & Co. (Life & Health Insurance Company
of America) Participant No. 2616 ................. 268
Cohen, Sarle H ................................... 896
Cohen, Stuart N .................................. 344
Coleman, Robert J ................................ 2,243
Continental Bank ................................. 1,121
Supervised Loan Department
Davidson, James M ................................ 268
Dean Witter Reynolds Inc. ........................
(Herbert Kean) ................................... 858
Dean Witter Reynolds Inc. ........................
(Gross, Jack P.) ................................. 1,121
DelRaso, Vincent
and Dolores, Ten. Ent ............................ 1,120
D'Eramo, Elizabeth Carberry ...................... 401
DeVincent, Frances M ............................. 2,438
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<PAGE>
Selling Shareholder Shares Available for Sale
DeVincent, Henry G., M.D. and
DeVincent, Frances M., Ten. Ent .................. 1,857
DeVincent, Henry G., M.D ......................... 2,884
DeVincent, Henry G., Jr .......................... 232
DeVincent, John D ................................ 232
DeVincent, Richard T ............................. 232
DiDomenico, Matthew J., Sr ....................... 886
DiMarzio, Amy Lynn Ferris ........................ 2,128
Donaldson, Lufkin & Jenrette
Securities Corporation (Robert J. Butera) ........ 113
Duggan & Brown Inc. ..............................
Pension Plan,
Trustees of, U/A 3/1/83 .......................... 1,061
Duggan, Joseph B ................................. 2,067
A.G. Edwards & Sons, Inc. ........................
Custodian for Fiumara,
Christopher J ....................................
Rollover IRA Account
(Acct. No. 414-259480) ........................... 867
Elliott, John M .................................. 2,243
Ferris, Carl W ................................... 3,365
Ferris, Constance F .............................. 3,365
Ferris, Constance F ..............................
and DiMarzio, Amy L. Ferris
Trustees for Meyer, Bethany A.,
Trust No.#2, 2/1/86 .............................. 729
Ferris, Constance F. and
DiMarzio, Amy L. Ferris
Trustees for Meyer, Eric G.,
Trust No. #2, 2/1/86 ............................. 729
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<PAGE>
Selling Shareholder Shares Available for Sale
Ferris, Constance F ..............................
and DiMarzio, Amy L. Ferris
Trustees for Meyer, Robyn P.,
Trust No. #2, 2/1/86 ............................. 729
Fiero, Jay R., P.C ...............................
Pension Trust .................................... 970
Gardiner, Charlotte A ............................ 1,121
H. & B. Investments, Inc. ........................ 863
Hess, Susan M .................................... 135
Hobyak-Tatta, Barbara Jane ....................... 863
Hobyak, Beverly A ................................ 863
Hobyak, Michael S. and
Gilbert, Laurel
Hobyak, Trustees for the Holly A .................
Hobyak Trust U/A dated 7/1/91 .................... 1,327
Hobyak, John A. and
Hobyak, Beverly A ................................
Custodians for Hobyak,
Holly Anne,
Unif. Gift. Min. Act PA .......................... 1,121
Hobyak, John A., Jr.(2) .......................... 10,766
Janney Montgomery Scott Inc. .....................
(O'Hara, Patrick M.) ............................. 1,871
Kean, Herbert, M.D ............................... 185
Laman, Gayle ..................................... 890
Laman, Peter P., Jr .............................. 4,261
Laman-Loesche Supply Co., Inc. ...................
Employees' Profit Sharing Plan ................... 6,844
Larkin, William P., Jr ...........................
and Patricia Ann ................................. 868
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<PAGE>
Selling Shareholder Shares Available for Sale
Leahy, James J., Jr .............................. 1,121
Mac & Co. (Upper Merion
Investment) ...................................... 323
Maguire, Daniel J., Jr ........................... 863
Markmann, William J. and
Markmann, Margaret Mart T.,
Ten. Ent ......................................... 1,121
Mazzei, Robert and Agnes T.,
Jt. Ten .......................................... 245
McStravick, James W .............................. 1,812
Murphy, Edward R .................................
Murphy, Karen M., Ten. Ent ....................... 1,307
Murphy, Edward R ................................. 3,101
Murphy, Karen M .................................. 185
Mutart, Steven L ................................. 111
National Bank of Boyertown ....................... 185
O'Hara, William J., Jr. and
O'Hara, A. Deborah ............................... 309
O'Hara, Patrick M ................................ 371
Parker, William B., Individual,
Trustee of the William B. Parker
Trust (A Revocable Trust) Dtd. 11/16/92 .......... 1,121
The Partnership for
Bank Capital ..................................... 1,293
Patterson & Co. ..................................
(Frederick M. Hassold Adv. A/Tr)
Account No. 08356-00-5 ........................... 215
Patterson & Co. ..................................
(Robert H. Hassold)
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<PAGE>
Selling Shareholder Shares Available for Sale
Account No 08357-00-3 ............................ 215
Physical Medicine Associates Inc. ................
Pension Fund ..................................... 258
Poley, Arthur .................................... 224
Pollard, Alfred and
Patricia, Ten. Ent ............................... 1,121
Pollard, John L .................................. 197
Professional Law Association
Profit Sharing Trust ............................. 863
Prudential-Bache Securities
Incorporated
(Account f/b/o John M. Elliott
Accont No. 990-000107-1 MSC
(C6993) .......................................... 790
Rigterink, George H .............................. 3,055
Robertson, Frances S ............................. 239
Serad, Marie T ................................... 1,040
Shellbolt & Co. (Statutory
Liquidator for World Life) ....................... 215
Siliquini, Fisher & Associates
Profit Sharing Plan .............................. 1,078
Stein, Alfred and
Charlotte, Ten. Ent .............................. 896
Stengel, Ronald F ................................ 1,121
Trentalange, Silvio .............................. 1,121
Uricchio, Joseph F. and
Uricchio, Frances K.,
Ten. Ent ......................................... 1,121
Vetrano, Kathleen B .............................. 172
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<PAGE>
Selling Shareholder Shares Available for Sale
Wellington Limited Partnership ................... 2,299
Winslow, Teresa A. DeVincent ..................... 232
Young, Thomas J. and
Young, Nancy J.,
Ten. Ent ......................................... 1,121
All Selling Shareholders
as a group ....................................... 111,329
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(1) Mr. Beausang, a member of Butera, Beausang, Cohen & Brennan and a
beneficiary of such firm's pension plan, is a director of Jefferson PA.
(2) Mr. Hobyak is a director of Jefferson PA.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Shareholders may be effected
from time to time, in one or more transactions on Nasdaq or otherwise, in
special offerings, secondary distributions pursuant to and in accordance with
applicable rules and regulations of the Commission and Nasdaq, in negotiated
transactions or otherwise, at market prices prevailing at the time of the sale,
at prices related to such prevailing market prices or at negotiated prices.
Selling Shareholders may effect such transactions by selling shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from Selling
Shareholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions). Selling Shareholders
may, as and when Rule 144 under the Securities Act of 1933 is available, sell
shares covered by this Prospectus in one or more transactions under said Rule.
Selling Stockholders and/or purchasers of the Shares for whom they may act
as agent. Selling Shareholders and broker-dealers that participate with Selling
Shareholders in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by them and any profit on the resale of the Shares may
be deemed to be underwriting compensation. The Company has no basis for
estimating either the number of shares of Common Stock that will ultimately be
sold by the Selling Shareholders or the prices at which such shares will be
sold.
LEGAL OPINION
The validity of the Common Stock being offered hereby is being passed on
by Ledgewood Law Firm, P.C., counsel to the Company. A member of such firm is a
director of Jefferson PA.
EXPERTS
The consolidated financial statements of the Company as of and for the
years ended December 31, 1995 and 1994 incorporated by reference in this
Prospectus have been audited by Grant Thornton LLP,
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<PAGE>
independent certified public accountants, whose report thereon appears therein,
and in reliance upon such report of Grant Thornton LLP, given upon the authority
of such firm as experts in accounting and auditing.
The consolidated financial statements of the Company for the year ended
December 31, 1993 incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 1995 have been so included
in reliance on the report of Price Waterhouse LLP, independent accountants,
given upon the authority of such firm as experts in auditing and accounting.
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<PAGE>
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
relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any distribution of the securities to which this Prospectus
relates, shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the securities to which it relates or an
offer to sell or solicitation of any offer to buy such securities in any
circumstances in which such an offer is or solicitation is unlawful.
TABLE OF CONTENTS
Page
Available Information...........................................
Incorporation of Certain Documents by Reference.................
The Company.....................................................
Certain Regulatory Matters......................................
General...................................................
Limitations on Dividends from Subsidiary Banks............
Pennsylvania Regulation of Jefferson PA...................
New Jersey Regulation of Jefferson NJ.....................
FDIC Regulation...........................................
Regulations Concerning Liquidity and Capital..............
Federal Change in Control and Acquisition
Regulation................................................
FIRREA....................................................
The Improvement Act.......................................
The Riegle-Neal Act.......................................
Use of Proceeds.................................................
Determination of Offering Price.................................
Selling Shareholders............................................
Plan of Distribution............................................
Legal Opinion...................................................
Experts.........................................................
Indemnification.................................................
111,329 Shares
[LOGO]
JEFFBANKS, INC.
Common Stock
PROSPECTUS
December , 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered are estimated to be:
Registration Fee............................ $ 918
NASD Listing Fee............................ 2,226
Legal Fees and Expenses..................... 15,000
Accountant's Fees and Expenses.............. 3,500
Printing Costs.............................. 7,000
Blue Sky Fees............................... 1,500
Miscellaneous Expenses...................... 3,000
--------
TOTAL.............................. $33,144
======
Item 15. Indemnification of Directors and Officers.
Pursuant to the Pennsylvania Business Corporation Law, the Bylaws of
the Company provide that a director of the Company is not personally liable, as
such, for monetary damages for any act taken, or any failure to take action,
unless (a) the director has breached or failed to perform the duties of his
office and (b) the breach or failure constitutes self-dealing, willful
misconduct or recklessness. The Bylaw provision does not eliminate the personal
monetary liability of a director where such director is responsible or liable
pursuant to any criminal statute or for the payment of taxes.
Pursuant to the Bylaws of the Company, the Company is required to
indemnify any director or officer who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director or officer, as the case may be, of the Company.
Item 16. Exhibits.
Exhibit No.
5 Opinion of Ledgewood Law
Firm, P.C. regarding legality
of the securities to be
registered.
23 (a) Consent of Ledgewood Law Firm, P.C.
(included in Exhibit 5).
23 (b) Consent of Grant Thornton LLP
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<PAGE>
(c) Consent of Price Waterhouse LLP.
Item 17. Undertakings.
(a) The undersigned registrant 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 SecuritiesAct 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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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) The undersigned registrant hereby undertakes that, for
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 15(a) 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and
II-2
<PAGE>
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December , 1996.
JEFFBANKS, INC.
By:/s/Betsy Z. Cohen
Betsy Z. Cohen
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below in so signing also makes,
constitutes and appoints Betsy Z. Cohen, Harmon S. Spolan and Edward E. Cohen,
and each of them acting alone, his true and lawful attorney-in-fact, with full
power of substitution, for him in any and all capacities, to execute and cause
to be filed with the Securities and Exchange Commission any and all amendments
and post effective amendments to this Registration Statement with exhibits
thereto and other documents in connection therewith, and hereby ratifies and
confirms all that said attorney-in-fact or said attorney-in- fact's substitute
or substitutes may do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates indicated.
/s/Betsy Z. Cohen Date: December 18 , 1996
Betsy Z. Cohen, Chairman of the Board,
Chief Executive Officer and Director
(Chief Executive Officer)
/s/Edward E. Cohen Date: December 18 , 1996
Edward E. Cohen, Chairman of the Executive
Committee and Director
/s/Paul Frenkiel Date: December 18 , 1996
Paul Frenkiel, Senior Vice President - Finance,
Chief Financial Officer and Controller
(Chief Financial and Accounting Officer)
II-4
<PAGE>
/s/Hersh Kozlov Date: December 18 , 1996
Hersh Kozlov, Director
/s/Arthur Makadon Date: December 18 , 1996
Arthur Makadon, Director
Date: , 1996
P. Sherrill Neff, Director
/s/James R. Sibel Date: December 18 , 1996
James R. Sibel, Chief Credit Officer
and Director
/s/William H. Lamb Date: December 18 , 1996
William H. Lamb, Director
/s/Harmon S. Spolan Date: December 18 , 1996
Harmon S. Spolan, President and Director
Date: , 1996
William D. White, Director
II-5
<PAGE>
II-6
<PAGE>
Exhibit 5
Ledgewood Law Firm
A Professional Corporation
Ledgewood Law Firm Building
1521 Locust Street
Philadelphia, Pennsylvania 19102-3723
Telephone: (215) 731-9450 Fax (215) 735-2513
December 18,1996
JeffBanks, Inc.
1609 Walnut Street
Philadelphia, PA 19103
Gentlemen/Ladies:
We have acted as counsel to JeffBanks, Inc. ("JBI") in connection with
the preparation and filing by JBI of a registration statement ( the
"Registration Statement") on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), with respect to the shelf registration of 111,329 shares
(the "Shares") of JBI Common Stock, par value $1.00 per share (the "Common
Stock"). In connection therewith, you have requested our opinion as to certain
matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with
the actions taken by JBI in connection with the registration of the Common
Stock. We have examined the originals or certified copies of such records ,
agreements, certificates of public officials and others, and such other
documents, including the Registration Statement, as we have deemed relevant and
necessary as a basis for the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures on original
documents and the authenticity of all documents submitted to us as originals,
the conformity to original documents of all copies submitted to us as conformed
or photostatic copies, and the authenticity of the originals of such latter
documents. We are attorneys admitted to practice in the Commonwealth of
Pennsylvania and, accordingly, we express non opinion with respect to matters
governed by the laws of any jurisdiction other than the Commonwealth of
Pennsylvania and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. JBI is a corporation which has been duly formed and is validly
subsisting under the laws of the Commonwealth of Pennsylvania.
2. The shares are validly issued, fully paid and non-assessable.
<PAGE>
JeffBanks, Inc.
December 17, 1996
Page 2
We consent to the references to this opinion and to Ledgewood Law Firm,
P.C. in the Prospectus included as part of the Registration Statement, and to
the inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/Ledgewood Law Firm, P.C.
Ledgewood Law Firm, P.C.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated January 17, 1996 accompanying the
consolidated financial statements of Jeffbanks, Inc. (formerly named State
Bancshares, Inc.) and Subsidiaries appearing in the 1995 Annual Report of the
Company to its shareholders included in the Annual Report on Form 10-K for the
year ended December 31, 1995 which are incorporated by reference in this
Prospectus. We consent to the incorporation by reference in the Prospectus of
the aforementioned report and to the use of our name as it appears under the
caption "Experts."
/s/GRANT THORNTON LLP
Philadelphia, Pennsylvania
December 12, 1996
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 4, 1994 appearing in JeffBanks, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the reference to us under
the heading "Experts" in such prospectus.
/s/PRICE WATERHOUSE LLP
Price Waterhouse LLP
Philadelphia, PA
December 12, 1996
