UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 9)*
CHESTER VALLEY BANCORP INC.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
166335109
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(CUSIP Number)
December 31, 1999
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(Date of Event which Requires Filing this Statement)
Check the following box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chester Valley Bancorp Inc. Employee Stock Ownership Plan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania, U.S.A.
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON WITH 0
7 SOLE DISPOSITIVE POWER
405,823
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,823
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
-
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.45%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
The name of the issuer to which this statement relates (the "Issuer")
is Chester Valley Bancorp Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive office is 100 East
Lancaster Avenue, Downingtown, Pennsylvania 19335.
Item 2(a). Name of Person Filing:
The name of the person filing this statement (the "Reporting Person")
is Chester Valley Bancorp Inc. Employee Stock Ownership Plan (hereinafter
referred to as the "Plan").
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the Reporting Person's principal business office is:
Chester Valley Bancorp Inc. Employee Stock Ownership Plan, 100 East
Lancaster Avenue, Downingtown, Pennsylvania 19335.
Item 2(c). Citizenship:
The Reporting Person is organized under the laws of the Commonwealth
of Pennsylvania.
Item 2(d). Title of Class of Securities:
This statement relates to the common stock, par value $1.00 per share
(the "Common Stock"), of the Issuer.
Item 2(e). CUSIP Number:
The Issuer's CUSIP No. is 166335109.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is:
/X/ an employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(ii)(F).
Item 4. Ownership.
All of the shares of the Common Stock to which this statement relates
are held by the Plan, which is a tax-qualified employee stock ownership plan
that is subject to the participation, vesting, fiduciary responsibility,
reporting and disclosure and claims procedure requirements of the Employee
Retirement Income Security Act of 1974. As of December 31, 1999, the Plan held
405,823 shares or approximately 10.45% of the Issuer's outstanding Common
Stock. All assets of the Plan are held in an Employee Stock Ownership
Trust (the "Trust"), which is managed by First Financial Savings Bank,
Downington, Pennsylvania (a wholly owned subsidiary of the Issuer), trustee
(the "Trustee").
The Plan is administered by an ESOP Committee composed of three
individuals appointed by the Board of Directors of the Issuer. As directed by
the ESOP Committee, the Trustee has authority and power to sell, transfer or
otherwise dispose of any assets of the Trust, including shares of Common Stock.
Accordingly, the Plan, acting by the ESOP Committee, has dispositive power with
respect to all of the shares of Common Stock held in the Trust. At December 31,
1999, the number of shares of Common Stock with respect to which the Plan has
such dispositive power was 405,823, representing approximately 10.45% of
the outstanding shares of Common Stock of the Issuer. However, in the event
of a tender or exchange offer for the Issuer's Common Stock, the Trustee
is required to respond to the offer in the manner in which each participant
under the Plan instructs with respect to all shares of Common Stock allocable or
to be allocable to such participant, and if no instructions are given, the
Trustee may not tender or exchange the Common Stock.
All shares of the Common Stock held by the Trust which are allocated
to participants' stock accounts are voted by the Trustee in accordance with
instructions from the participants. The Trustee shall vote any unallocated
shares of Common Stock, and any shares for which instructions by the participant
are not timely received, at its sole discretion. As of December 31, 1999, the
number of shares of Common Stock allocated to participants' stock accounts was
386,550, and the Trustee had sole voting power over the balance of the shares
of Common Stock held in the Trust as of such date, totaling 19,273 shares or
approximately .5% of the outstanding shares of Common Stock of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Under the Plan, the Trustee is required to establish and maintain
for each participant a stock account and an investment account. As of each
allocation date (the close of business on the last day of the year), the
Trustees credit each participant's stock account with his or her allocable share
of Common Stock purchased and paid for by the Trust or released from the Trust's
suspense account, which consists of purchased but unallocated Common Stock of
the Issuer which has been pledged or hypothecated in any fashion to ensure
payment of any loan which arose in connection with the purchase of such stock
(such loans being hereinafter called "Loans"). The number of shares released
from the suspense account at the end of each year is based on the proportion
that the principal paid on the Loans during the year bears to the total
principal remaining to be paid on the Loans. Such allocations are made to the
account of each participant in the Plan who is eligible (generally, one who is
employed on such date and has 1,000 hours of service during the calendar year or
who terminates employment due to death, disability or retirement during the
year) in the same proportion that each such participant's compensation for such
year (as defined in the Plan) bears to the total compensation of all eligible
participants for such year. As of each allocation date, the Trustee will also
credit each participant's account with his or her share (based on the
proportionate size of his or her account balance to the total account balances
of the Trust) of the net income (or loss) of the Trust.
If determined by the ESOP Committee, any cash dividends on the
Issuer's Common Stock allocated to the accounts of participants may be paid out
currently (or within 90 days after the end of the plan year in which the
dividends are paid to the Trust) in cash to such participants on a
non-discriminatory basis, or the Issuer may pay such dividends directly to
participants. Such distributions (if any) of cash dividends to participants may
be limited to dividends on shares of Common Stock which are then vested or made
applicable to dividends on all shares allocated to participants' accounts.
Vested benefits under the Plan are normally to be distributed in a
single distribution six months following the end of the calendar year of the
participant's separation from service. However, distribution to participants
with account balances in excess of $1,000 who terminate employment for reasons
other than death, disability or retirement is deferred at least until the later
of five years from the date of their termination or complete repayment of the
Loans. No distribution of a vested amount in excess of $3,500 can be made prior
to the participant's 65th birthday without the written consent of the
participant and his or her spouse, if any. Notwithstanding the foregoing,
distributions must commence, unless the participant otherwise elects in writing,
within 60 days after the close of the year in which the latest of the following
occur: (i) the participant attains age 65; (ii) the participant terminates
service with the Issuer; or (iii) ten years elapse from the time participation
in the Plan began. Distribution must also commence at age 70.5 to a participant
who (a) has retired, (b) is a five percent or more direct or indirect owner of
the Issuer, or (c) so elects. Distribution of benefits under the Plan is
normally made in whole shares of Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
No applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
CHESTER VALLEY BANCORP INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Dated: February 10, 2000 By: s/Ellen Ann Roberts
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Ellen Ann Roberts,
ESOP Committee Member
Dated: February 10, 2000 By: s/Richard L. Radcliff
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Richard L. Radcliff ,
ESOP Committee Member
Dated: February 10, 2000 By: s/William M. Wright
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William M. Wright,
ESOP Committee Member
Pursuant to Item 10 of Schedule 13G, I, James E. McErlane, Secretary of
Chester Valley Bancorp Inc., a Pennsylvania corporation, DO HEREBY CERTIFY that
the above signatories are duly appointed as members of the ESOP Committee under
the Chester Valley Bancorp Inc. Employee Stock Ownership Plan, that they are
duly authorized to sign this Amendment No.9 to Schedule 13G on behalf of that
Plan, and that they duly executed said Amendment.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of February,
2000.
s/James E. McErlane
----------------------------
James E. McErlane, Secretary
