As filed with the Securities and Exchange
Commission on June 5, 1996
Registration No. 33-84552
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________
MONOCACY BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Maryland 52-1824297
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Frank W. Neubauer, President
MONOCACY BANCSHARES, INC.
222 East Baltimore Street 222 East Baltimore Street
Taneytown, Maryland 21787 Taneytown, Maryland 21787
(410) 756-2655 (410) 756-2655
- ------------------------------- -----------------------------
(Address, including zip code, (Name, address, including zip
and telephone number, including code, and telephone number,
area code, of Registrant's including area code, of
principal executive offices) agent for service)
With Copies To:
Nicholas Bybel, Jr., Esquire
Robin M. Wilder, Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Post-Effective
Amendment No. 1 to the Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [X]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ ]
<PAGE>
PROSPECTUS
MONOCACY BANCSHARES, INC.
______________________
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
200,000 SHARES OF COMMON STOCK
PAR VALUE $5.00
______________________
The Monocacy Bancshares, Inc. Dividend Reinvestment and
Stock Purchase Plan (the "Plan") described herein offers the
holders of Common Stock, par value $5.00 per share (the "Common
Stock"), of Monocacy Bancshares, Inc. (the "Corporation") an
opportunity to automatically reinvest their dividends in shares
of Common Stock. This Plan also provides each shareholder
participating in the Plan a convenient and economical way to
voluntarily purchase additional shares of Common Stock within the
limitations provided in the Plan.
Shares acquired for the Plan will be purchased in the open
market, in negotiated transactions, or from the Corporation. The
purchase price of shares purchased from the Corporation will be
the fair market value per share, as defined, on the date of
purchase. There is a 5% discount for shares purchased either
through dividend reinvestment or for shares purchased with
voluntary cash payments. The purchase price of shares purchased
in the open market or in negotiated transactions will be the
price paid for the shares, excluding all fees, brokerage
commissions, expenses, and a 5% discount, if applicable.
Shareholders who do not elect to participate in the Plan will
receive dividends, as declared and paid, by check or advance of
credit to their account.
Dividends, if and when declared, will be reinvested and
shareholders may participate with respect to all of their Common
Stock. Voluntary cash payments may not be less than $100 per
quarter or total more than $5,000 per quarter. To purchase
shares, voluntary cash payments must be received no earlier than
the twenty-fifth (25th) day prior to the corresponding dividend
payment date.
Complete details of the Plan are provided in this Prospectus
in an easy to understand question and answer format. You are
encouraged to read it carefully. If you have any additional
questions, please call the Plan Administrator at 1-800-368-5948.
It is recommended that this Prospectus be retained for
future reference.
An investment in Common Stock held in the Plan account has
the same market risks as an investment in Common Stock held in
certificate form. Participants bear the risk of loss (and
receive benefit of gain) occurring by reason of fluctuations in
the market price of the Common Stock held in the Plan account.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________
The date of this Prospectus is June 5, 1996.
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<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission ("Commission"). Such reports, proxy statements and
other information can be inspected and copied at the Public
Reference Section of the Commission at Judicial Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, as well as the
following Regional Offices of the Commission: Chicago Regional
Office, 219 South Dearborn Street, Chicago, IL 60604; and New
York Regional Office, 26 Federal Plaza, New York, NY 10278.
Copies of such materials may also be obtained from the Public
Reference Section of the Commission at its Washington address, by
mail at prescribed rates.
Taneytown Bank & Trust Company (the "Bank"), predecessor to
the Corporation, was subject to the reporting requirements of the
Exchange Act, and, accordingly filed reports, proxy statements
and other information with the Federal Deposit Insurance
Corporation (the "FDIC"). Such reports, proxy statements and
other information can be inspected and copied (at prescribed
rates) at the FDIC at its Registration & Disclosure Unit, Second
Floor, 1775 F Street, N.W., Washington D.C. 20429. Such reports,
proxy statements and other information can also be inspected and
copied at the Federal Reserve Bank of Richmond Library, 701 East
Byrd Street, Richmond, VA 23219.
This Prospectus constitutes a part of a Registration
Statement filed by the Corporation with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to the Common Stock offered hereby. This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further
information with respect to the Corporation and the Common Stock
offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in
each instance reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
No person has been authorized to give any information or to
make any representation not contained in this Prospectus, and if
given or made, such information or representation should not be
relied upon as having been authorized. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to
purchase, any of the securities to which this Prospectus relates
in any jurisdiction to or from any person to whom it is unlawful
to make such an offer or solicitation in such jurisdiction.
Neither delivery of this Prospectus nor any sale of securities to
which this Prospectus relates shall, under any circumstances,
create any implication that there has been no change in the
affairs or condition of the Corporation since the date hereof or
that the information contained herein is correct as of any time
subsequent to the date hereof.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this
Prospectus the following documents filed by the Corporation with
the Commission (Periodic Report File No. 0-22536):
(a) Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) The Corporation's quarterly report on Form 10-Q for
the quarter ended March 31, 1996; and
(c) The description of the Corporation's Common Stock
which appears at pages 40-45 of the Corporation's
Prospectus, which forms a part of the Corporation's
Registration Statement on Form S-4, Registration
No. 33-65758, filed on July 26, 1993.
All reports filed by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering made
hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge a copy of any or
all of the documents mentioned above (other than exhibits to such
documents) to each person receiving this Prospectus who requests
them. Requests for such copies should be addressed to:
Attention: Treasurer
Monocacy Bancshares, Inc.
P. O. Box 491
222 East Baltimore Street
Taneytown, Maryland 21787-0491
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<PAGE>
THE CORPORATION
Monocacy Bancshares, Inc., a Maryland business corporation,
is a bank holding company registered with and supervised by the
Board of Governors of the Federal Reserve System. The
Corporation was formed in 1993 to be the holding company of
Taneytown Bank & Trust Company (the "Bank"). The Bank now serves
the Taneytown, Westminster, Uniontown, Keymar, Columbia,
Randallstown, Eldersberg areas of Maryland. As used herein, the
"Corporation" refers to Monocacy Bancshares, Inc. and its
subsidiaries.
The Bank is a full-service commercial bank with trust
powers, and provides a wide range of banking and financial
services to individuals and small to medium-sized businesses.
The principal executive offices of the Corporation are
located at 222 East Baltimore Street, Taneytown, Maryland 21787.
EXPLANATION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
The following, in a question and answer format, constitutes
the Monocacy Bancshares, Inc. Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). Those holders of the Corporation's
Common Stock who do not participate in the Plan will continue to
receive cash dividends by check or advance of credit to their
account, if and when declared.
1. What is the purpose of the Plan?
--------------------------------
The Plan provides participating record holders
("Participants") of the Corporation's Common Stock with an
attractive and convenient method of investing cash dividends and
voluntary cash payments in additional shares of Common Stock. To
the extent that the additional shares are purchased directly from
the Corporation under the Plan, the Corporation will receive
additional funds for its general corporate purposes. (See "USE
OF PROCEEDS".) Each Participant should recognize that neither
the Corporation nor the Plan Administrator (See No. 3 below) can
provide any assurance that shares purchased under the Plan will,
at any particular time, be worth more or less than their purchase
price.
2. What are the advantages of the Plan?
------------------------------------
- Participants may have cash dividends on all of their
shares of Common Stock credited to their Plan Account
automatically reinvested in additional shares of
Common Stock. Shares purchased with reinvested
dividends will be purchased at a 5% discount from the
fair market value and without payment of any service
charges or brokerage commissions.
- Participants also may invest in additional shares of
Common Stock by making voluntary cash payments.
Shares purchased with voluntary cash payments will be
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<PAGE>
purchased at a 5% discount from the fair market
value, within specified limits, without payment of
any service charges or brokerage commissions.
- Participants will obtain full investment use of
funds, because the Plan provides for fractional
shares as well as whole shares to be credited to the
Participants' accounts. Fractional shares earn
dividends just like whole shares when held in the
Plan account. (See No. 12 below.)
- The Participants may avoid cumbersome safekeeping and
record keeping costs through the free custodial and
reporting services furnished by the Plan. Shares
will be held in "Book Entry" form and regular
statements of account are provided by the Plan
Administrator. (See No. 17 below.)
- The Participants benefit because the Corporation pays
all administrative costs of the Plan. (See No. 13
below.)
3. Who administers the Plan for Participants?
------------------------------------------
The Registrar and Transfer Company will administer the
Plan as "Plan Administrator". In such capacity, the Plan
Administrator will send periodic statements of accounts to
Participants and perform other administrative duties relating to
the Plan. Shares purchased for a Participant under the Plan will
be held by the Plan Administrator and registered in its name.
(See No. 26 below.)
Any notices, questions or other communications relating to
the Plan should include the Participant's account number and tax
identification number and should be addressed to:
Plan Administrator
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016
Participants who have questions regarding the Plan also
may contact the Plan Administrator by telephoning 1-800-368-5948.
Participation
- -------------
4. Who is eligible to participate in the Plan?
-------------------------------------------
Generally, record holders of Common Stock of the
Corporation will be eligible to participate in the Plan.
However, the Corporation may refuse to offer the Plan to various
shareholders of the Corporation as follows: i) those who are
residents of a state which may require registration,
qualification or exemption of the Common Stock to be issued under
the Plan, or registration or qualification of the Corporation or
any of its officers or employees as a broker, dealer, salesman or
agent where the Plan Administrator determines, at its discretion,
that the
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number of shareholders or number of shares held does not justify
the expense of registration, fees, etc. in said state(s); and ii)
those whose shares are registered in the name of a nominee, such
as a brokerage firm or securities depository, unless such shares
are transferred into the record name of the beneficial owner.
Subject to the limitations in the paragraph immediately
above and without limiting the generality of this statement,
Participants in the Plan may make voluntary cash payments of not
less than $100 per quarter or more than $5,000 per quarter. (See
No. 15 below.)
5. How does an eligible shareholder become a Participant in
the Plan?
--------------------------------------------------------
An eligible shareholder may join the Plan at any time by
completing and signing the authorization form included with the
Prospectus ("Authorization Form") and returning it to the Plan
Administrator. A postage-paid envelope is provided for that
purpose. Additional authorization forms may be obtained at any
time from the Plan Administrator. A properly completed
Authorization Form must be received at least five (5) business
days before a dividend record date in order for the dividends
payable to shareholders of record on that date to be reinvested
in the Corporation's Common Stock under the Plan.
Historically, dividends declared on the Common Stock
generally have been declared and paid on a quarterly basis. The
Corporation's Board of Directors reserves the right to change
dividend record and payment dates, if and when dividends are
declared.
6. Does a shareholder have to authorize dividend reinvestment
on all shares of Common Stock to participate in the Plan?
----------------------------------------------------------
Yes. All holders of record of the Corporation's Common
Stock are eligible to participate in the Plan, except as
discussed in No. 4 above. To participate in the Plan, however,
record holders of Common Stock must participate with respect to
all shares of Common Stock that they hold and arrange to have the
dividends on all of their shares reinvested under the Plan by
completing the Authorization Form and sending such form to the
Plan Administrator.
7. May a Participant change the number of shares subject to
the Plan so as to reduce the number of shares subject to
dividend reinvestment to some number representing less
than all shares held?
----------------------------------------------------------
No.
Purchases
- ---------
8. How are shares of Common Stock acquired under the Plan?
-------------------------------------------------------
Cash dividends payable on the Corporation's Common Stock
held by persons participating in the Plan will be paid to the
Plan Administrator. The dividends paid to the Plan Administrator
will not include any applicable taxes withheld by the
Corporation. The Plan Administrator will pool these cash
dividends and, with respect to shares to be purchased on the open
market, will
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transfer them to an independent purchasing agent (the "Plan
Purchasing Agent"), which will be a broker-dealer registered
under the Securities Exchange Act of 1934 and may be a bank,
trust company, brokerage firm, or other independent fiduciary, as
selected by the Plan Administrator. Aside from transferring
funds to the Plan Purchasing Agent, neither the Corporation nor
the Plan Administrator shall have any influence on the manner or
methods of timing of shares acquired in the open market
transactions. The Plan Purchasing Agent will use the funds to
purchase shares of the Corporation's Common Stock in the open
market for the Plan accounts of the Participants. Alternatively,
the Plan Administrator will, if so directed by the Corporation,
acquire shares directly from the Corporation, or pursuant to
negotiated transactions. A combination of the foregoing methods
may be utilized as the Plan Administrator directs. Shares
purchased from the Corporation will be authorized but unissued
shares of its Common Stock. In any event, each Participant's
account will be credited with a pro rata share of such purchased
shares.
Voluntary cash payments received by the Plan Administrator
will be pooled with cash dividends and shares of Common Stock
will be acquired in the manner described in the paragraph
immediately above.
9. When will shares of Common Stock be purchased under the
Plan?
----------------------------------------------------------
Cash dividends and voluntary cash payments will be used to
purchase Common Stock as soon as reasonably possible after the
applicable dividend payment date. Cash dividends will not be
held more than thirty (30) days after the dividend payment date
and voluntary cash payments will not be held for more than thirty
(30) days from the date received. The date on which dividends
are reinvested and/or voluntary cash payments are invested is
hereinafter referred to as the "Investment Date."
Voluntary cash payments will be accepted for investment,
and will be invested, only in connection with a dividend payment
date. Because Participants will not be credited with interest on
their voluntary cash payments prior to investment and because the
Plan Administrator is prohibited from holding such voluntary cash
payments for extended periods of time prior to investing them,
Participants are strongly encouraged to submit their voluntary
cash payments as near as possible to the applicable dividend
payment date. For investment of a voluntary cash payment to
occur on a particular Investment Date, the voluntary cash payment
must be received by the Plan Administrator no earlier than
twenty-five (25) days prior to the corresponding dividend payment
date, allowing adequate time for the checks or other drafts to
clear prior to the corresponding dividend payment date.
Purchases of Common Stock in the open market or in
negotiated transactions may occur over one or more trading days.
10. At what price will shares of Common Stock be purchased
Under the Plan?
---------------------------------------------------------
For purchases of shares of Common Stock in the open
market, or in negotiated transactions, the purchase price will be
the pro rata share of the prices actually paid for the shares
(excluding brokerage commissions, if any) at the time such
purchases are made. For shares of Common Stock purchased from
the Corporation, the purchase price will be the fair market value
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of the stock as of the applicable Investment Date. Participants
will benefit by acquiring shares either through dividend
reinvestment or pursuant to voluntary cash payments at a 5%
discount to the fair market value of the stock.
The fair market value of the stock will be the average of
the lowest bid and asked prices per share for the ten (10)
trading days preceding the relevant Investment Date as reported
by one or more brokerage firms selected by the Plan Administrator
which then make a market in the Corporation's Common Stock.
In the event that there were no trades, or an insufficient
number of trades upon which to form a basis to determine fair
market value, within the ten (10) trading days prior to the
relevant Investment Date, then the fair market value of the stock
shall be determined by reference to other factors deemed by the
Plan Administrator and the Corporation to be appropriate. Such
other factors may include, but are not limited to: (a) bid and
asked quotes reported by market makers on dates that are recent
but are prior to the ten (10) trading day period immediately
preceding the Investment Date; (b) prices at which the stock is
known to have been traded in recent transactions; and (c) a
multiple of the Corporation's book value per share, which
multiple is deemed consistent with the multiple of trading prices
of companies deemed similar to the Corporation but whose stock is
more readily traded and quoted in the public markets.
11. How many shares of Common Stock will be purchased for
Participants?
----------------------------------------------------------
The number of shares purchased for each Participant will
depend on the amount of dividends to be reinvested, voluntary
cash payments, or both, in a Participant's account and the
applicable purchase price of the Common Stock (See No. 10 above).
Each Participant's account will be credited with that number of
shares, including any fractional interest computed to four (4)
decimal places, equal to the total amount to be invested divided
by the applicable purchase price as described in No. 10 above.
12. Will dividends on shares held in a Participant's account
be used to purchase additional shares under the Plan?
---------------------------------------------------------
Yes. If and when the Corporation declares dividends to
the record holders of shares of its stock, the Plan Administrator
will credit each Participant's account with such dividends, and
all such dividends will be automatically reinvested in additional
shares of Common Stock, thereby compounding each Participant's
investment. Fractional shares held under the Plan for a
Participant's account will receive dividends in the same way as a
whole share, but in proportion to the size of the fractional
share.
Costs
- ------
13. Are there any expenses to Participants in connection with
purchases under the Plan?
----------------------------------------------------------
No. Participants will not be obligated to pay any
brokerage commissions or other charges with respect to purchases
of Common Stock under the Plan.
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A Participant who requests that the Plan Administrator
sell shares of Common Stock held in the Participant's account in
the Plan will incur a $15.00 service fee, and any brokerage fees
incurred in connection with such sale. It is requested that such
fee be paid in advance when notice of sale is made, otherwise
such fee will be deducted from the proceeds of the sale (See Nos.
20 and 22 below). All other costs of administration of the Plan
will be paid by the Corporation.
Voluntary Cash Payments
- ------------------------
14. Who will be eligible to make voluntary cash payments?
-----------------------------------------------------
All record holders of Common Stock who elect to have
dividends reinvested in accordance with the provisions of the
Plan, may also elect to make voluntary cash payments.
15. What are the limitations on voluntary cash payments?
----------------------------------------------------
Participants are strongly encouraged to submit any
voluntary cash payments as near as possible to the applicable
dividend payment date (see No. 9 above). Voluntary cash payments
must be received no earlier than the twenty-fifth (25th) day
prior to the corresponding dividend payment date. Voluntary cash
payments received too early or too late will be returned to
Participants.
Voluntary cash payments may not be less than $100 per
quarter or total more than $5,000 per quarter. The Corporation
reserves the right in its sole discretion to determine whether
voluntary cash payments are made on behalf of an eligible
Participant.
16. How does the voluntary cash payment option work?
------------------------------------------------
A voluntary cash payment may be made by enclosing a check
or money order with the executed Authorization Form (for new
Participants) or by forwarding a check or money order to the Plan
Administrator with a payment form that will accompany each
statement of account. Checks and money orders should be made
payable to "Registrar and Transfer Company, Plan Administrator"
and should include the Participant's account number and taxpayer
identification number. Additional payment forms may be obtained
from the Plan Administrator.
Any voluntary cash payment received by the Plan
Administrator within the period described in Nos. 9 and 15 above
will be applied to the purchase of shares of Common Stock on the
following Investment Date at a price determined in accordance
with provisions of the Plan (See Nos. 8-12 above). No interest
will be paid on voluntary cash payments held by the Plan
Administrator prior to the Investment Date.
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Reports to Participants
- -----------------------
17. What kind of reports will be sent to Participants in the
Plan?
---------------------------------------------------------
The Plan Administrator maintains a separate account for
each Participant. Each Participant in the Plan will receive a
statement of account subsequent to each dividend payment date
describing cash dividends and voluntary cash payments received,
the number of shares purchased, the price per share and total
shares accumulated under the Plan. These statements will provide
a continuing record of the dates and cost of purchases on a
quarterly basis and should be retained for income tax purposes.
In addition, Participants will also receive the Corporation's
annual and quarterly reports to shareholders, notices of
shareholder meetings, proxy statements, and Internal Revenue
Service information for reporting dividends paid and commission
expenses paid on their behalf.
Certificates for Shares
- -----------------------
18. Will certificates be issued for shares of Common Stock
purchased under the Plan?
--------------------------------------------------------
Generally not. The custodial, or "Book Entry" method of
holding shares is a safekeeping feature that protects against
loss, theft, or destruction of stock certificates. It is also a
more economical way for the Plan Administrator to administer the
Plan. Certificates for shares purchased for a Participant's
account under the Plan will not be issued unless the Participant:
(i) specifically requests in writing that such certificates be
issued and includes the payment of a service fee of $2.50 to the
Plan Administrator; (ii) withdraws shares from his or her Plan
account and requests that such shares be sold on his or her
behalf; or (iii) terminates his or her participation in the Plan
and does not request such shares to be sold on his or her behalf.
There is a $5.00 fee payable by Participants upon withdrawal or
termination from the Plan. If such fee is not paid in advance
when the withdrawal or termination is requested, it will be
automatically deducted from the Participant's account.
Withdrawal of Shares in Plan Accounts
- --------------------------------------
19. How may a Participant withdraw shares purchased under the
Plan?
----------------------------------------------------------
A Participant may withdraw from participation in the Plan
all of the whole shares of Common Stock credited to his or her
account by completing a "Withdrawal Notification Form" specifying
the withdrawal from the Plan and forwarding the form to the Plan
Administrator at the address shown in No. 3 above. Whole shares
of Common Stock withdrawn from the Plan will be issued through a
certificate in the name of the Participant and dividends will no
longer be reinvested for the withdrawn shares. Any notice of
withdrawal received from a Participant less than five (5)
business days before a dividend record date will not be effective
until the Participant's dividends paid on that date have been
reinvested and the shares credited to the Participant's account.
There is a $5.00 withdrawal fee payable by the Participant. Any
fractional interest withdrawn will be liquidated by the Plan
Administrator on the basis of the then current
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market value of the Common Stock and a check issued for the
proceeds thereof. In no case will certificates representing a
fractional interest be issued.
20. May a Participant elect to have the withdrawn shares
sold?
-------------------------------------------------------
Yes. Participants may request the Plan Administrator to
sell the shares being withdrawn from their account under the
Plan. The request to sell received from a Participant less than
five (5) business days before a dividend record date will not be
effective until the Participant's dividends paid on that date
have been reinvested and the shares credited to the Participant's
account. Participants should specify in their Withdrawal
Notification Form if the Plan Administrator is to cause the
shares being withdrawn from the account to be sold.
The Plan Administrator will direct the Plan Purchasing
Agent to execute a sale order providing for the sale of such
shares within thirty (30) days of receipt of the notice, and to
deliver to the Participant a check for the proceeds of the sale,
less: any brokerage commissions; a $15.00 service fee;
applicable withholding taxes; and transfer taxes incurred in
connection with the sale. A request for shares to be sold must
be signed by all persons in whose names the account appears, with
signatures guaranteed.
Any fractional interest withdrawn will be liquidated by
the Plan Administrator on the basis of the then current market
value of the Common Stock and a check issued for the proceeds
thereof. In no case will certificates representing a fractional
interest be issued.
Participants who withdraw all of the whole and fractional
shares from their accounts will be treated as having terminated
participation in the Plan and will also incur the $5.00
withdrawal fee.
Discontinuation of Dividend Reinvestment
- -----------------------------------------
21. How does a Participant discontinue participation under
the Plan?
----------------------------------------------------------
Participants may terminate their participation in the Plan
at any time by sending written notice to the Plan Administrator.
When a Participant terminates his or her participation in the
Plan, the Plan Administrator will deliver to the Participant a
certificate for whole shares credited to the Participant's
account under the Plan, and a check representing: a) any
uninvested dividends held by the Plan Administrator for the
Participant under the Plan, and; b) the value of any fractional
share based on the then current market value per share of the
Corporation's Common Stock. Any notice of termination received
less than five (5) business days prior to a dividend record date
will not be effective until dividends paid for such record date
have been reinvested and the shares credited to the Participant's
account. (See No. 19 above.) Any Participant who elects to
discontinue participation shall not be eligible to make voluntary
cash payments. There is a $5.00 withdrawal fee to terminate your
participation in the Plan.
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22. May a Participant request shares to be sold when
terminating participation?
---------------------------------------------------------
Yes. The request should be in writing for all of the
whole shares to be sold. Such a request must be signed by each
person in whose name the Plan account appears. On receipt of the
request, the Plan Administrator will direct the Plan Purchasing
Agent to proceed in the same manner as set forth in No. 20 above.
A check will be issued in lieu of the issuance of any fractional
share based on the then current market value per share of the
Corporation's Common Stock. There is a $15.00 service fee for
any Participant who requests the Plan Administrator to sell the
shares held in the Participant's account. In addition, there is
a $5.00 withdrawal fee to terminate participation in the Plan.
Therefore, any Participant who elects to terminate his or her
participation in the Plan and directs the Plan Administrator to
sell the shares held in his or her account will incur, in the
aggregate, a service fee of $20.00 representing the $5.00
withdrawal fee and the $15.00 service fee in connection with the
sale of the shares.
Federal Income Tax Information
- -------------------------------
23. What are the federal income tax consequences of
participating in the Plan?
------------------------------------------------
For federal income tax purposes, a Participant in the Plan
will be treated as having received on the dividend payment date,
the full amount of dividends allocable to such Participant
regardless of whether such dividends are actually paid in cash,
withheld for the payment of taxes, or invested in additional
shares of Common Stock pursuant to the Plan. Additionally, the
Participant will be deemed to have received taxable income in the
amount of commissions and other brokerage expenses paid in
purchasing shares on the Participant's behalf. Participants also
will be deemed to have received taxable income in the amount of
the discount at which shares of Common Stock are purchased
pursuant to the Plan. The per share tax basis of shares acquired
for a Participant under the Plan will be the price per share
reported on the periodic statement of account supplied to each
Participant after each applicable Investment Date, adjusted to
include the amount of brokerage commissions paid on behalf of the
Participant and purchase price discounts granted, as reported in
the Internal Revenue Service information referred to in No. 17
above.
The holding period for shares acquired pursuant to the
Plan will begin on the day after the date the shares are acquired
for a Participant's account. When a Participant is subject to
federal income tax withholding on dividends, and when foreign
Participants' taxable income under the Plan is subject to federal
income tax withholding, dividends will be reinvested net of the
amount of tax withheld under applicable law.
The Corporation believes that Participants will not
realize any taxable income upon receipt of certificates for whole
shares credited to their account, either upon the withdrawal of
shares from the Plan or upon termination of participation in the
Plan. A Participant who sells or exchanges shares previously
received from the Plan, or who directs the Plan Administrator to
sell his or her Plan shares, may, however, recognize gain or
loss. A Participant will also likely be required to recognize
gain or loss upon the receipt of a cash payment for a fractional
share credited to the Participant's account upon withdrawal of
shares from the Plan. The amount of gain or loss in either case
will be the difference between the amount the Participant
receives for
13
<PAGE>
the Plan shares or fractional share and the Participant's tax
basis in such shares or fractional share.
Dividends reinvested under the Plan by corporate
shareholders may be eligible for the 70% dividends-received
deduction.
The Internal Revenue Service has ruled that purchases of
stock with voluntary cash payments under a dividend reinvestment
plan that contained provisions substantially similar to those for
voluntary cash payments under the Plan did not result in income
to Participants making such purchases. Accordingly, Participants
who purchase Common Stock under the Plan with voluntary cash
payments should not recognize income in connection with such
purchases. The tax basis of shares purchased under these
circumstances will be equal to the purchase price as adjusted for
the amount of commission expenses paid on behalf of Participants
and the amount of the discount at which shares of Common Stock
are purchased pursuant to the voluntary cash payments and
recognized by the Participant for federal tax purposes. The
holding period for such shares will commence on the day after the
Investment Date.
The foregoing summary is based upon an interpretation of
current federal income tax laws, and assumes that dividends paid
by the Corporation will be from its earnings and profits.
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS TO DETERMINE
PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX CONSEQUENCES,
WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES ACQUIRED PURSUANT TO THE PLAN.
Other Information
- -----------------
24. What happens if the Corporation declares a stock dividend
or a stock split?
----------------------------------------------------------
The Common Stock in a Participant's account will be
adjusted to give effect to the stock dividend or stock split. In
such event, the number of shares available for issuance under the
Plan shall likewise be adjusted.
25. How will the shares credited to a Participant's account
be voted at a meeting of shareholders?
----------------------------------------------------------
Participants will receive a proxy which will enable them
to vote whole shares and fractional interests registered in their
name as well as whole shares and fractional interests credited to
their Plan account. Shares held by the Plan Administrator for
the account of a Participant who does not properly return a proxy
will not be voted.
26. What are the responsibilities and liabilities of the
Corporation and the Plan Administrator?
---------------------------------------------------------
The Corporation and the Plan Administrator shall not be
liable for any act taken in good faith or for any good faith
omission to act, including without limitation, any claims of
liability: (a) arising out of failure to terminate a
Participant's account upon his or her death; (b) with
14
<PAGE>
respect to the prices at which shares of the Corporation's Common
Stock are purchased or sold, the times when or the manner in
which such purchases or sales are made, the decision whether to
purchase such shares of Common Stock in the open market or from
the Corporation, fluctuations in the market value of the Common
Stock; and (c) any matters relating to the operation or
management of the Plan.
All transactions in connection with the Plan will be
governed by the laws of the State of Maryland.
27. May the Plan be modified or discontinued?
-----------------------------------------
Yes. The Corporation, at its discretion, may modify,
suspend, or terminate the Plan and will endeavor to notify
Participants of any such suspension, termination, or
modification. The Corporation may terminate, for whatever reason
at any time as it may determine in its sole discretion, a
Participant's participation in the Plan after mailing a notice of
intention to terminate to the Participant at the address as it
appears on the Plan Administrator's records.
28. May Participants pledge shares held in their account
under the Plan?
-------------------------------------------------------
No. Shares credited to a Participant's account under the
Plan may not be pledged or assigned, nor may any rights or
interests under the Plan be transferred, pledged or assigned, and
any purported pledge, assignment or transfer shall be void.
Participants who wish to pledge or assign their shares held under
the Plan must withdraw those shares from the Plan.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered
pursuant to the Plan will be used for general corporate purposes,
including, without limitation, investments in and advances to the
Corporation's subsidiaries. The amounts and timing of the
application of proceeds will depend upon the funding requirements
of the Corporation and its subsidiaries and the availability of
other funds. Based upon the anticipated growth of subsidiaries
and the financial needs of the Corporation, management
anticipates that the Corporation from time to time will engage in
additional financings of a character and in amounts that have yet
to be determined.
EXPERTS
The consolidated financial statements of the Corporation
and subsidiaries are incorporated herein by reference in reliance
upon the report set forth therein of Stegman & Company,
independent certified public accountants, and upon the authority
of such firm as experts in accounting and auditing.
15
<PAGE>
LEGAL OPINION
The legality of Common Stock covered hereby has been
passed upon for the Corporation by Shumaker Williams, P.C.,
Special Corporate Counsel.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The general corporate law of the State of Maryland, as
applicable to the Corporation, together with the Corporation's
By-laws, provides the Corporation's officers and directors with a
broad range of limitation from liability and indemnification for
actions and inactions in connection with the performance of their
duties. Aside from matters involving criminal statutes or tax
laws, directors are not personally liable for monetary damages
for any action or inaction taken unless the director has breached
or failed to perform his or her duties of office and such breach
or failure constitutes self-dealing, willful misconduct or
recklessness. The Corporation's officers and directors are
entitled to be indemnified if they are named as a party or
threatened to be named as a party to any type of proceeding as a
result of actions or inactions taken while in the course of their
association with the Corporation provided that such action or
inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Corporation.
Officers and directors of the Corporation will be presumed to be
entitled to this indemnification absent breaches of fiduciary
duty, lack of good faith or self-dealing and will be entitled to
be indemnified unless their conduct is determined by a court to
have constituted willful misconduct or recklessness.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Corporation pursuant to the
foregoing provisions, the Corporation has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is therefore unenforceable.
16
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
Registration Fee $ 1,758.62
Legal Fees and Expenses 9,000.00
Printing Fees and Postage 2,450.00
Miscellaneous 1,200.00
-----------
$ 14,408.62
============
Item 15. Indemnification of Directors and Officers.
------------------------------------------
The Company has charter provisions limiting the personal
liability of directors, and officers, for money damages except
that such charter provisions do not limit liability (a) for, and
to the extent of, actual receipt of an improper benefit in money,
property or services or (b) in respect of an adjudication based
upon a finding of active and deliberate dishonesty which was
material to the cause of action adjudicated. The charter
provisions do not affect potential liability of directors and
officers to third parties, such as creditors of the Company, nor
do they affect the right of a state government entity, receiver,
conservator or depositor to sue a director or officer of the
Company for money damages.
The limitation applies to liability for acts or omissions
occurring after February 18, 1988 and not to liability for acts
or omissions occurring prior to that date.
Under Maryland law, directors are required to discharge
their duties in good faith, in a manner reasonably believed to be
in the best interests of the corporation they serve and with the
care that an ordinarily prudent person in a like position would
use under similar circumstances. Maryland courts, however, have
held that a director may not be liable for money damages (as
opposed to equitable relief) unless his conduct constitutes gross
or culpable negligence if the corporation the director serves has
limited the liability of directors for money damages to gross or
culpable negligence in its charter. Because of this charter
provision, a stockholder of the Company will be able to recover
money damages against a director or officer of the Company only
if he is able to prove that (a) the director or officer actually
received an improper benefit in money, property or services (in
which case recovery is limited to the actual amount of such
improper benefit) or (b) the action, or failure to act, by the
director or officer, was the result of active and deliberate
dishonesty which was material to the cause of action adjudicated
in the proceeding. The principal effect of this charter
provision is that the Company and the shareholders do not have a
cause of action for money damages against directors or officers
for breaches of their fiduciary duties to the Company, or the
shareholders constituting grossly negligent business decisions on
behalf of the Company. Such conduct could relate to any business
matter, including acquisitions and dispositions of property,
financings, takeover proposals and business development programs.
This charter provision does not limit the right of the
Company or the Bank or any shareholder to sue for an injunction
or any other non-monetary relief in the event of a breach of
R-1
<PAGE>
a director's or officer's duty of care or other breach of duty or
responsibility, although it is possible that the elimination of
money damages may have the practical effect of discouraging such
suits, unless one of the exceptions of the legislation (i.e.,
cases of improper personal benefit or active and deliberate
dishonesty material to the claim) is applicable. This charter
provision does not apply to any act or omission by a director or
officer occurring prior to February 18, 1988, regardless of when
a claim might be asserted. This charter provision does not apply
to claims against directors or officers arising out of their
responsibilities under the federal securities laws. There has
not yet been any judicial interpretation of the precise scope or
validity of these provisions. It is possible that under some
circumstances a court could rule that certain liabilities which
the law purports to allow the Holding Company or the Bank to
eliminate may not be eliminated. The charter provision's
coverage extends only so far as legally permitted.
The charter of the Company provides that the Company shall
indemnify its directors and officers to the full extent required
or permitted by Maryland law, including the advance of expenses
under the procedures required, and to the full extent permitted,
by law. In addition, the Company shall indemnify such other
employees and agents to the extent authorized by the Board of
Directors or the Company's Bylaws and permitted by law. Such
rights of indemnification are not exclusive of any other rights
to which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to carry
out the indemnification provisions and is expressly empowered to
adopt, approve and amend from time to time such bylaws,
resolutions or contracts implementing such provisions or such
further indemnification arrangements as may be permitted by law.
The charter may not be amended to limit or eliminate such right
to indemnification with respect to acts or omissions occurring
prior to such amendment.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "1933 Act") may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a director,
officer of controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the manner has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
Item 16. Exhibits and Financial Statement Schedules.
-------------------------------------------
Exhibit 5 Opinion of Shumaker Williams, P.C., of Camp Hill,
Pennsylvania, Special Counsel to Registrant as to
legality of the shares of Registrant's stock
R-2
<PAGE>
Exhibit 23A Consent of Shumaker Williams, P.C., Special
Counsel to Registrant, contained in Opinion
Letter as Exhibit 5
Exhibit 23B Consent of Stegman & Company, Independent
Auditors
Exhibit 24 Power of Attorney given by the Officers and
Directors of the Registrant*
Exhibit 99A Authorization Form
Exhibit 99B Withdrawal Notification Form
* Previously filed in original Registration Statement on Form S-3
filed September 29, 1994 (Registration No. 33-84552).
Item 17. Undertakings.
-------------
(a) Item 512(a) of Regulation S-K
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 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.
R-3
<PAGE>
SIGNATURES
Pursuant to the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment No.1 to the registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Taneytown, State of
Maryland, on May 28, 1996.
MONOCACY BANCSHARES CORPORATION
By: /s/ Frank W. Neubauer
----------------------------
Frank W. Neubauer, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No.1 to the registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity Date
/s/ Donald R. Hull Chairman of the May 28, 1996
- -------------------------- Board and Director
Donald R. Hull
/s/ Frank W. Neubauer President and Chief May 28, 1996
- -------------------------- Executive Officer
(Principal Executive Officer) and Director
/s/ Michael K. Walsch Executive Vice May 28, 1996
- -------------------------- President and
Michael K. Walsch Treasurer
(Principal Financial and
Accounting Officer)
/s/ Eric E. Glass Director May 28, 1996
- --------------------------
Eric E. Glass
/s/ David M. Abramson Director May 28, 1996
- --------------------------
David M. Abramson
/s/ E. Wayne Baumgardner Director May 28, 1996
- --------------------------
E. Wayne Baumgardner
R-4
<PAGE>
/s/ George B. Crouse Director May 28, 1996
- --------------------------
George B. Crouse
/s/ Glenn E. Eaves Director May 28, 1996
- --------------------------
Glenn E. Eaves
/s/ Jacob M. Yingling Director May 28, 1996
- ---------------------------
Jacob M. Yingling
R-5
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Index
Number
- --------
5 Opinion of Shumaker Williams, P.C., of Camp Hill,
Pennsylvania, Special Counsel to Registrant as to
legality of the shares of Registrant's stock
23A Consent of Shumaker Williams, P.C., Special
Counsel to Registrant, contained in Opinion
Letter as Exhibit 5
23B Consent of Stegman & Company, Independent
Auditors
24 Power of Attorney given by the Officers and
Directors of the Registrant*
99A Authorization Form
99B Withdrawal Notification Form
* Previously filed in original Registration Statement on Form S-
3 filed September 29, 1994
(Registration No.33-84552).
59943
R-6
EXHIBIT 5
Opinion of Shumaker Williams, P.C., of Camp Hill,
Pennsylvania, Special Counsel to Registrant as to
legality of the shares of Registrant's stock
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 Simpson Ferry Road
Camp Hill, Pennsylvania 17011
(717) 763-1121
May 28, 1996
MONOCACY BANCSHARES, INC.
222 East Baltimore Street
Taneytown, MD 21787
RE: Monocacy Bancshares, Inc. (the "Corporation")
Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3
Our File No. 948-93
Ladies and Gentlemen:
In connection with the above-referenced post-effective
amendment to the registration statement on securities and
Exchange Commission ("SEC") Form S-3 pertaining to the
Corporation's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"), we have acted as Special Counsel to the Corporation, and
have examined all documents, transactions and questions of law
which we have deemed necessary and appropriate for purposes of
rendering the following opinion.
Based on our examination, it is our opinion that when the
subject post-effective amendment to the registration statement on
SEC Form S-3 becomes effective under the Securities Act of 1933,
those shares of $5.00 par value Common Stock of the Corporation
issued or distributed thereunder and paid for in accordance with
the terms of the Plan will be duly authorized, validly issued,
fully-paid and nonassessable.
We hereby consent to the reference to our firm and to this
opinion appearing in the prospectus filed as part of the post-
effective amendment to the registration statement on Form S-3 as
well as any further amendments or supplements thereto, and we
further consent to the use of this opinion as an exhibit to such
post-effective amendment to the registration statement.
Sincerely,
SHUMAKER WILLIAMS, P.C.
By: /s/ J. Steven Lovejoy
--------------------------
J. Steven Lovejoy
EXHIBIT 23B
Consent of Stegman & Company, Independent Auditors
<PAGE>
STEGMAN & COMPANY
- ---------------------------------
Certified Public Accountants and
Management Consultants Since 1915
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in Post Effective Amendment No. 1 to the Registration
Statement (Form S-3 No. 33-84552) and related Prospectus of
Monocacy Bancshares, Inc. for the registration of 200,000 shares
of its common stock and to the incorporation by reference therein
of our report dated January 29, 1996 with respect to the
consolidated financial statements of Monocacy Bancshares, Inc.
incorporated by reference in the Annual Report (10-K) for the
year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ Stegman & Company
----------------------
STEGMAN & COMPANY
Towson, Maryland
May 28, 1996
Suite 200
405 East Joppa Road
Baltimore, Maryland 21286
410-823-8000
Fax: 410-296-4815
EXHIBIT 99A
Registrant's Authorization Form
<PAGE>
Exhibit 99A
MONOCACY BANCSHARES, INC.
Dividend Reinvestment and Stock Purchase Plan
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus
describing the Monocacy Bancshares, Inc. Dividend Reinvestment
and Stock Purchase Plan (the "Plan") and agree to the terms and
conditions of the Plan as set forth in the Prospectus.
I (We) hereby appoint Registrar and Transfer Company or such
other corporation or bank as may succeed it as the Plan
Administrator pursuant to the Plan (or any modification thereof),
as my (our) agent (the "Agent"), to act as such upon and subject
to the terms and conditions of the Plan as set forth in the Plan
Description.
I (We) hereby authorize Monocacy Bancshares, Inc. (the
"Corporation") to deposit with and pay the Agent for my (our)
account under the Plan all cash dividends payable in respect of
all shares of Common Stock of the Corporation registered in my
(our) name(s).
I (We) hereby authorize the Agent, as provided in the Plan,
to apply all such cash dividends, as directed above, and cash
dividends on shares held by the Agent for me (us) under the Plan,
as well as any additional voluntary and optional cash payments
made by me (us) as provided in the Plan, to the purchase of
additional shares of Common Stock for my (our) account under the
Plan. I (We) may terminate this authorization and appointment at
any time by so notifying the Agent in writing of my (our)
withdrawal from the Plan.
Date:__________________________ ________________________
Shareholder Name (Please
Print)
_______________________________ ________________________
Social Security/Tax I.D. Number Shareholder Signature
(If Joint Account):
Date:__________________________ ________________________
Shareholder Name (Please
Print)
_______________________________ ________________________
Social Security/Tax I.D. Number Shareholder Signature
Please sign exactly as name appears on stock certificate and
mail to:
Plan Administrator
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
THIS IS NOT A PROXY
S-3
:60072
EXHIBIT 99B
Registrant's Withdrawal Notification Form
<PAGE>
Exhibit 99B
MONOCACY BANCSHARES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
WITHDRAWAL NOTIFICATION FORM
I, __________________________________________________ and,
Shareholder-Participant (please print or type name)
if joint account,
___________________________________________________________ wish
Joint Shareholder-Participant (please print or type name)
to withdraw all of the whole shares credited to the account of
the undersigned Participant from the Corporation's Dividend
Reinvestment and Stock Purchase Plan. The undersigned
Participant understands that this notification of withdrawal will
result in no further reinvestment of dividends on the whole
shares withdrawn and that I (we) will no longer participate in
the Dividend Reinvestment and Stock Purchase Plan unless and
until I (we) notify the Plan Administrator of my (our) intention
to resume participation by executing and submitting an
Authorization Form.
The undersigned Participant realizes that I (we) may request
that all or part of the shares being withdrawn be sold on the
open market. I wish to sell _______________ of shares being
(specifiy number)
withdrawn.
The undersigned Participant realizes that there is a service
fee of $15.00 and that brokerage commissions are my (our)
responsibility and will be deducted from the proceeds which I
(we) receive.
In submitting this WITHDRAWAL NOTIFICATION the undersigned
Participant realizes that I (we) will receive no fractional share
certificates. Rather, if applicable, I (we) will receive cash in
lieu of a fractional share. Further, the undersigned Participant
realizes that in the event this WITHDRAWAL NOTIFICATION is
received within less than five (5) business days before a
dividend record date, it will not be processed or effective until
the Participant's dividends paid on that date have been
reinvested and the shares credited to the Participant's account.
The undersigned Participant further understands that there
is a $5.00 withdrawal fee payable by the Participant at the time
the WITHDRAWAL NOTIFICATION is submitted to the Plan
Administrator.
___________________________ __________________________________
Date Signature of Shareholder-
Participant
___________________________ ___________________________________
Date Signature of Joint Shareholder
-Participant (if applicable)
S-4
:60075
