As filed with the Securities and Exchange Commission on April 10, 1996
Registration No. 33-________
_________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNIVEST CORPORATION OF PENNSYLVANIA
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1886144
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
14 N. Main Street Robert H. Schong, Secretary
Souderton, PA 18964 UNIVEST CORPORATION OF PENNSYLVANIA
(215) 721-2400 14 N. Main Street
(Address, including zip code, Souderton, PA 18964
and telephone no., including (215) 721-2400
area code of Registrant's (Name, address, including zip code,
Principal Executive offices) and telephone no., including area
code, of agent for service)
With copies to:
Wilhelm L. Gruszecki, Esquire
Fox, Rothschild, O'Brien & Frankel
P. O. Box 431
Lansdale, PA 19446-0431
Approximate date of commencement of proposed sale to the public:
July 2, 1996, or as soon as practicable 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 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. __
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share* Offering Price* Fee
___________________________________________________________________________________________
Common Stock
$5.00 per 500,000 shares $ 30.875 $ 15,437,500 $ 5,323.28
_________________________________________________________________________________________
* Estimated solely for the purpose of determining the registration fee.
Based upon the average of the bid and asked price of the Common Stock as
of April 11, 1996.
Page 1 of 56 sequentially numbered pages. Exhibit Index on sequential
page 24.
Prospectus
UNIVEST CORPORATION OF PENNSYLVANIA
______________________
UNIVEST DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
500,000 SHARES OF COMMON STOCK
PAR VALUE $5.00
______________________
The Univest 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 Univest Corporation of
Pennsylvania (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 on the over-the-
counter market by an independent stock purchasing agent, or from the
Corporation. The purchase price of shares purchased on the over-the-
counter market will be the average price actually paid for the shares
(excluding brokerage commissions) at the time such shares are purchased.
The purchase price of shares purchased from the Corporation will be the
average of the lowest bid and asked prices per share for the ten (10)
trading days preceding the dividend payment date as reported by one or
more firms selected by the Plan Administrator. Shareholders who do not
elect to participate in the Plan will receive dividends, as declared and
paid, by check or advice of credit to their accounts.
Dividends, if and when declared, will be reinvested and shareholders
may participate with respect to all or any portion of their Common Stock.
Voluntary cash payments may not be less than $100.00 per payment or total
more than $2,000.00 per quarter. To purchase shares, voluntary cash
payments must be received (and if by check or draft, receipt means
cleared) no earlier than the ten (10) days and no later than two (2) days
prior to the corresponding dividend payment date.
Complete details of the Plan are provided in this Prospectus, in a
question and answer format. You are encouraged to read it carefully. If
you have any additional questions, please call the Plan Administrator at
(215) 721-2400. 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
REPRESENTATIONS TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________
The date of this Prospectus is April 10, 1996.
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 ("SEC").
Information as of particular dates concerning directors and executive
officers, their compensation, the principal holders of securities of the
Corporation and any material interest of such persons in transactions
with the Corporation is disclosed in proxy statements distributed to
shareholders of the Corporation and filed with the SEC. Such reports,
proxy statements and other information can be inspected and copies
obtained at the Public Reference Section of the SEC at 450 Fifth Street,
N.W., Washington, DC 20549, and at the SEC's regional offices at 500 West
Madison Street, Chicago, IL 60661-2511, and 7 World Trade Center, New
York, NY 10048, and copies of such material can be obtained by mail from
the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, DC 20549 at prescribed rates. The Common Stock of the
Corporation is traded in the over-the-counter market.
This Prospectus constitutes a part of a Registration Statement filed
by the Corporation with the SEC 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
information contained in 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC pursuant to Section 13 of
the Exchange Act by the Corporation (File No. 0-7617) are incorporated
herein by reference:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The description of the Corporation's Common Stock contained in
a registration statement on Form S-14 dated March 1, 1973.
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 undertakes to provide without charge to each person to
whom this Prospectus is delivered, including any beneficial owner, upon
such persons written or oral request, a copy of any or all of the
documents described above under "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE", other than exhibits to such documents. Such request should
be directed to: Attention: Corporate Secretary, Univest Corporation of
Pennsylvania, 14 N. Main Street, Souderton, PA 18964.
THE CORPORATION
The Corporation, a Pennsylvania business corporation, is a bank
holding company, registered with and supervised by the Board of Governors
of the Federal Reserve System. The Corporation was formed on January 3,
1973, and is the holding company of Union National Bank and Trust Company
of Souderton ("Union National"), Pennview Savings Bank ("Pennview"),
Univest Realty Corporation, Univest Leasing Corporation, Univest Mortgage
Company, Univest Financial Planning Corporation, Univest Insurance
Company, and Univest Electronic Services Corporation. As used herein,
the "Corporation" refers to Univest Corporation of Pennsylvania and its
subsidiaries.
Union National is a full-service commercial bank with trust powers,
and provides a wide range of banking and financial services to
individuals and businesses.
Pennview Savings is a state-chartered savings bank.
The Corporation's principal executive offices are located at Broad
and Main Streets, Souderton, PA. Its mailing address is 14 N. Main
Street, Souderton, PA 18964, and its telephone number is (215) 721-2400.
DESCRIPTION OF DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following questions and answers describe the Plan. A copy of
the Plan has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part.
Purpose
1. What is the purpose of the Plan?
The Plan provides the holders of record of the Corporation's
Common Stock (beneficial owners of shares of the Corporation's Common
Stock whose shares are registered in names other than their own must
become shareholders of record by having the shares transferred into their
names, or they may request their holders of record to participate on
their behalf) who elect to participate in the Plan ("Participants") with
an attractive and convenient method of investing cash dividends and
voluntary cash payments in additional shares of the Corporation's Common
Stock without payment of any brokerage commissions, service charges or
other expenses. To the extent that such 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.
Features
2. What are the features of the Plan?
Participants will have the cash dividends paid on their shares of
the Corporation's Common Stock credited to their account under the Plan
automatically reinvested in additional shares of the Corporation's Common
Stock, without payment of any service charges or brokerage commissions.
Participants may invest in additional shares of the
Corporation's Common Stock by making voluntary cash payments without
payment of any service charges or brokerage commissions.
Participants will obtain full investment of cash dividends or
voluntary cash payments, because fractional shares as well as whole
shares are credited to Participants' accounts under the Plan. Also,
dividends will be paid on fractional shares when held in a Participant's
account under the Plan.
Participants will avoid cumbersome safekeeping and
recordkeeping costs through free custodial and reporting services
associated with participation in the Plan.
Administration
3. Who administers the Plan?
The Trust Department of Union National Bank and Trust Company
of Souderton or such other entity appointed by the Corporation will
administer the Plan ("Plan Administrator"). The Plan Administrator's
duties include sending quarterly statements of accounts to Participants
and performing 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 the name of the Plan Administrator or its
nominee.
All notices, questions or other communications relating to the
Plan must include the Participant's account number, tax identification
number and be addressed to the Plan Administrator's designated place of
business. For example:
Trust Department
Union National Bank and Trust Company of Souderton
Plan Administrator of the Univest Dividend Reinvestment
and Stock Purchase Plan
Univest Plaza
14 N. Main Street
Souderton, PA 18964
Participants who have questions regarding the Plan may also
contact the Plan Administrator at (215) 721-2400, requesting the Dividend
Reimbursement and Stock Purchase Plan liaison.
4. Who interprets the Plan?
The Corporation has the authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to
make all other determinations deemed necessary or advisable in
administering the Plan, including those necessary to prevent any abuse.
Participation
5. Who is eligible to participate in the Plan?
Generally, holders of record of the Corporation's Common Stock
will be eligible to participate in the Plan. Upon electing to
participate, such record holders will be "Participants".
6. How does an eligible shareholder become a Participant in the
Plan?
Any eligible shareholder may elect to participate in the Plan
at any time by completing and signing an authorization form ("Authoriza
tion Form") and returning it to the Plan Administrator. A postage-
prepaid envelope is provided with the Authorization Form for that
purpose. Authorization Forms may be obtained 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.
Traditionally, dividends declared on the Corporation's Common
Stock generally have been paid on the first business day of the months of
January, April, July and October, and the record date for each such
dividend generally has been the first Tuesday of the months of March,
June, September and December. The Corporation's board of directors
reserves the right to change dividend record and payment dates, if and
when dividends are declared.
7. Does a shareholder have to authorize dividend reinvestment on a
minimum number of shares?
No. There are no minimum share requirements. Holders of
record of the Corporation's Common Stock may elect to have the dividends
on all or any portion of their shares reinvested under the Plan by
submitting written instructions as to the number of shares which are to
participate in the Plan on their completed Authorization Form to the Plan
Administrator. There will be no extra charge to the shareholder for
choosing partial participation in the Plan.
8. May a Participant change the number of shares subject to the
Plan?
Yes. A Participant may change the number of shares subject to
the Plan at any time by submitting a written request to the Plan
Administrator. The change will be effective with respect to the first
dividend payment date after the date of change has been received,
provided that the notice of change was received at least five (5)
business days before its dividend record date. Otherwise, the change
will be effective as of the second dividend payment date.
Purchases
9. How are shares of the Corporations' Common Stock acquired for
purposes of the Plan?
Cash dividends payable on the Corporation's Common Stock
elected by Participants to be subject to the Plan will be paid to the
Plan Administrator, less any amount withheld by the Corporation for
applicable taxes. The Plan Administrator will use these amounts to
purchase shares from authorized but unissued (including treasury, if
available) Common Stock of the Corporation as agent, or on the over-the-
counter market by an independent stock purchasing agent, in the sole
discretion of the Corporation. Each Participant's account will be
credited with that number of shares, including fractions computed to four
(4) decimal places, equal to the total amount of cash dividends and
voluntary cash payments invested, and divided by the purchase price.
10. When will shares of common stock be purchased under the Plan?
Cash dividends and voluntary cash payments will be used to
purchase the Corporation's Common Stock as soon as reasonably possible
after the applicable dividend date, but not more than thirty (30) days
after such date, except where completion at a later date is necessary or
advisable under any applicable securities laws.
11. At what price will shares of Common Stock be purchased under
the Plan?
The purchase price per share of Common Stock purchased with
reinvested dividends and voluntary cash payments under the Plan after any
dividend payment date will be equal to its Market Value. Market Value
means: (a) where Common Stock of the Corporation is purchased in the open
market or in negotiated transactions for the Plan, the average price
actually paid for the shares (excluding brokerage commissions, if any) at
the time such shares are purchased, or (b) where treasury or authorized
and unissued Common Stock of the Corporation is used, the average of the
lowest bid and asked prices per share for the ten (10) trading days
preceding the relevant dividend payment date as reported by one or more
firms selected by the Plan Administrator.
12. How many shares of Corporation 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
Corporation Common Stock.
13. 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 holders
of record of shares of the Corporation's Common Stock, the Plan
Administrator will credit each Participant's account with such dividends,
and all such dividends will, unless the Participant directs otherwise be
automatically reinvested in additional shares of the Corporation's 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 whole shares, but in proportion to the size
of the fractional share.
Costs
14. 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 the
Corporation's Common Stock under the Plan.
A Participant who requests that the Plan Administrator sell
shares of the Corporation's Common Stock held in the Participant's
account in the Plan will incur a service fee as determined by the
Corporation, and any brokerage fees incurred in connection with such
sale. All other costs of administration of the Plan will be paid by the
Corporation.
Voluntary Cash Payments
15. Who will be eligible to make voluntary cash payments?
All holders of record of the Corporation's Common Stock who
elect to have dividends reinvested in accordance with the provisions of
the Plan, may also elect to make voluntary cash payments to the Plan for
purposes of purchasing additional shares of the Corporation's Common
Stock under the Plan.
16. What are the limitations on voluntary cash payments?
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 dividend payment date,
the voluntary cash payment must be received (and if by check or draft,
received means cleared) by the Plan Administrator no earlier than ten
(10) days and no later than two (2) days prior to the corresponding
dividend payment date. Thus, adequate time for the checks and other
drafts to clear prior to the corresponding dividend payment date must be
considered. Voluntary cash payments may be not less than $100 per
payment or total more than $2,000 per quarter.
17. 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
the payment form which will accompany each statement of account. Checks
and money orders must be made payable to: Union National Bank and Trust
Company of Souderton, Plan Administrator of the Univest Dividend
Reinvestment and Stock Purchase Plan, and include the Participant's
account number and taxpayer identification number. Additional payment
forms may be obtained from the Plan Administrator.
Any voluntary cash payment received by the Plan Administrator
within the period described in No. 16 above will be applied to the
purchase of shares of the Corporation's Common Stock on the following
dividend payment date at a price determined in accordance with the
provisions of the Plan. No interest will be paid on voluntary cash
payments held by the Plan Administrator prior to the dividend payment
date.
Reports to Participants
18. What kind of reports will be sent to Participants in the Plan?
The Plan Administrator maintains a separate account for each
Participant. Each Participant 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 the 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, each Participant 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.
Certificate for Shares
19. Will certificates be issued to Participants for shares of the
Corporation's Common Stock purchased for them under the Plan?
No. Shares of the Corporation's Common Stock purchased under
the Plan will be registered in the name of the Plan Administrator or its
nominee as agent for Participants in the Plan. Certificates for shares
purchased for a Participant's account under the Plan will not be issued
unless the Participant withdraws shares from his/her Plan account. The
Corporation will not issue certificates for fractional shares.
Withdrawal of Shares and Plan Accounts
20. How may a Participant withdraw shares purchased under the Plan?
Participants may withdraw from further participation in the
Plan all or a portion of the whole shares of the Common Stock credited to
their account by completing a "Withdrawal Notification Form" specifying
the number of shares to be withdrawn and forwarding the form to the Plan
Administrator at the address shown in No. 3 above. The Plan
Administrator will deliver to the Participant a certificate for the
number of whole shares withdrawn from the Plan. 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 the
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.
21. May a Participant elect to have the withdrawn shares sold?
Yes. A Participant may request the Plan Administrator to sell
the shares being withdrawn from his/her 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. The Participant should
specify in his Withdrawal Notification Form the number of shares to be
sold.
The Plan Administrator will assist only in the sale of a
minimum of 100 shares, or in round lots of 100 shares, unless the
Participant is discontinuing all participation in the Plan. The Plan
Administrator will cause the sale of such shares within thirty (30) days
of receipt of the notice, and deliver to the Participant a check for the
proceeds of the sale, less: any brokerage commissions, the then
applicable service fees, applicable withholding taxes, and transfer taxes
incurred in connection with the sale. Requests 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.
If a Participant withdraws all of the whole and fractional
shares from his/her account, he/she will be treated as having terminated
participation in the Plan.
Discontinuation of Dividend Reinvestment
22. 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/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
shares. The cash payment for any fractional share shall be based on the
last sale price of the Common Stock as quoted by the Bulletin Board on
the next business day on which the Common Stock is trading following the
day on which the withdrawal request is effectively processed by the Plan
Administrator. The Bulletin Board is the automated system for OTC
equities under Section 17(b) of the Securities Exchange Act of 1934
operated by the National Association of Security Dealers, Inc. 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. Any Participant who elects to discontinue
participation shall not be eligible to make voluntary cash payments.
23. 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, with signatures guaranteed. On receipt of
the request, the Plan Administrator will cause the sale to proceed in the
same manner as set forth in No. 21 above. A check will be issued in lieu
of the issuance of any fractional shares as set forth in No. 22 above.
Federal Income Tax Information
24. What are the Federal income tax consequences of participating
in the Plan?
The Internal Revenue Service has ruled that shareholders
participating in dividend reinvestment plans similar to the Plan are
treated for Federal income tax purposes as having received a taxable
stock distribution equal to the fair market value of the amount of stock
purchased with reinvested dividends. To the extent distributions made by
the Corporation to its shareholders are treated as made from the
Corporation's earnings and profits, the distributions will be dividends
taxable as ordinary income. The Corporation has sufficient earnings and
profits that participating shareholders can expect that the full amount
of any distribution under the Plan will be taxable as a dividend.
Accordingly, Participants who purchase shares under the Plan through
dividend reinvestment generally will recognize income in an amount equal
to the fair market value of a share of Common Stock on the dividend
payment date multiplied by the number of shares purchased (including any
fractional share). The tax basis for shares purchased under these
circumstances will be equal to the fair market value of the shares on the
dividend payment date. The holding period for such shares will commence
on the day after the dividend payment date.
The Internal Revenue Service also 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.
The holding period for such shares will commence on the day after the
dividend payment date.
In the case of any shareholder for whom Federal income tax
withholding on dividends is required, and in the case of a foreign
shareholder whose income is subject to Federal income tax withholding,
the Corporation will reinvest dividends net of the amount of tax required
to be withheld.
Dividends reinvested under the Plan by corporate shareholders
may be eligible for the 70% dividends-received deduction.
A Participant whose fractional interest in a share of Common
Stock is liquidated for cash under the Plan generally will recognize
capital gain or loss in an amount equal to the difference between the
cash payment and the Participant's tax basis in the fractional interest.
Whether any such gain or loss will be taxed as long-term or short-term
capital gain or loss will depend upon the Participant's holding period.
The foregoing summary of certain Federal income tax consequences is
general and does not purport to cover every situation. Moreover, it does
not include a discussion of state and local tax consequences of
participation in the Plan. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES IN THEIR
PARTICULAR CIRCUMSTANCES.
Other Information
25. What happens if the Corporation declares a stock dividend or a
stock split?
The Corporation's 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.
26. How will the shares credited to a Participant's account be
voted at a meeting of the shareholders?
Each Participant 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 promptly return a proxy will not be voted.
27. 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 omission to or for any good faith act,
including, without limitation, any claims of liability: (a) arising out
of failure to terminate a Participant's account upon their death; (b)
with respect to the prices at which shares of the Corporation's Common
Stock are purchased or sold, the times when or the manner in which such
purchases or sales are made, the decision whether to purchase such shares
of the Corporation's Common Stock on the open market or from the
Corporation, fluctuations in the market value of the Common Stock; and
(c) any matters relating to the operation or management of the Plan.
All transactions in connection with the Plan will be governed
by the laws of the Commonwealth of Pennsylvania.
28. May the Plan be modified or discontinued?
Yes. The Board of Directors of the Corporation, at its
discretion, may at any time suspend, terminate, modify or amend the Plan
and will endeavor to notify the Participants of any such suspension,
termination, modification or amendment. 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's administrative records.
29. May a Participant 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. A Participant who wishes to pledge
or assign his/her shares held under the Plan must withdraw those shares
from the Plan.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of
shares that will ultimately be purchased from the Corporation under the
Plan or the prices which it will receive for such shares. When shares
are purchased from the Corporation, the net proceeds from such sales will
be used for general corporate purposes.
EXPERTS
The consolidated financial statements of the Corporation and
subsidiaries incorporated by reference in the Annual Report (Form 10-K)
of the Corporation for the year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance on such report given on their authority as experts in accounting
and auditing.
Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required), and
independent auditors' reports, which financial statements and schedules
will have been audited to the extent and for the periods set forth in
such reports by the firm or firms rendering such reports, and to the
extent so audited and consent to incorporation by reference is given,
will be incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and
auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock
offered hereby, upon their issuance or sale, in accordance with the terms
of the Plan, shall be validly issued, fully paid and non-assessable has
been rendered by Fox, Rothschild, O'Brien & Frankel.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The general corporate law of the Commonwealth of Pennsylvania, as
applicable to the Corporation, together with the Corporation's By-Laws,
provides the Corporation's directors and officers 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 directors and officers are entitled
to be indemnified in connection with, or resulting from the defense of
any civil or criminal action which they are made parties or a party or
are otherwise involved by reason of being or having been a director or
officer, provided that the Corporation is not obligated to indemnify a
director or officer with respect to any matter as to which he shall be
finally adjudged in an action, suit or proceeding to have been liable for
willful misconduct or recklessness in the performance of his duties.
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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee $ 5,323.28
Legal Fees and Expenses 5,655.00
Printing Fees and Postage 1,233.00
Miscellaneous 0.00
$12,211.28
Item 15. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation
Law of 1988, as amended, (15 Pa. C.S.A. 1741-1750) (the "BCL") provides
that a business corporation shall have the power under certain
circumstances to indemnify directors, officers, employees and agents
against certain expenses incurred by them in connection with any
threatened, pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors)
declares that unless otherwise provided by statute or in a bylaw adopted
by the shareholders, all powers enumerated in Section 1502 (relating to
general powers) and elsewhere in the BCL or otherwise vested by law in a
business corporation shall be exercised by or under the authority of, and
the business and affairs of every business corporation shall be managed
under the direction of, a board of directors. If any such provision is
made in the bylaws, the powers and duties conferred or imposed upon the
board of directors under the BCL shall be exercised or performed to such
extent and by such person or persons as shall be provided in the bylaws.
Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board
upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. In performing
his duties, a director shall be entitled to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented
by any of the following:
(1) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(2) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the professional or
expert competence of such person; or
(3) A committee of the board upon which he does not serve, duly
designated in accordance with law, as to matters within its designated
authority, which committee the director reasonably believes to merit
confidence.
A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance
to be unwarranted.
Except as otherwise provided in the bylaws, an officer shall perform
his duties as an officer in good faith, in a manner he reasonably
believes to be in the best interests of the Corporation, and with such
care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances. A person who so
performs his duties shall not be liable by reason of having been an
officer of the Corporation.
Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon
suppliers and customers of the corporation and upon communities in which
offices or other establishments of the corporation are located, and all
other pertinent factors. The consideration of those factors shall not
constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a
director or any failure to take any action shall be presumed to be in the
best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors
and states that if a bylaw adopted by the shareholders so provides, a
director shall not be personally liable, as such, for monetary damages
for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of
his office under this section; and
(2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any
criminal statute; or
(2) the liability of a director for the payment of taxes pursuant
to local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the
board, at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the
action with the secretary of the meeting before the adjournment thereof
or transmits the dissent in writing to the secretary of the corporation
immediately after the adjournment of the meeting. The right to dissent
shall not apply to a director who voted in favor of the action. Nothing
in this Section 1721 shall bar a director from asserting that minutes of
the meeting incorrectly omitted his dissent if, promptly upon receipt of
a copy of such minutes, he notified the secretary, in writing, of the
asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person is or was a
representative of the corporation, or is or was serving at the request of
the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action or proceeding if
such person acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner
that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was not
unlawful.
Section 1742 of the BCL (relating to derivative actions) provides
that unless otherwise restricted in its bylaws, a business corporation
shall have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that such person is or was a representative
of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of the action if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation. Indemnification shall not be made
under this section in respect of any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation unless, and
only to the extent that, the court of common pleas of the judicial
district embracing the county in which the registered office of the
corporation is located or the court in which such action was brought
determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which the Court of
Common Pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification)
provides for mandatory indemnification of directors and officers such
that to the extent that a representative of the business corporation has
been successful on the merits or otherwise in defense of any action or
proceeding referred to in Sections 1741 (relating to third party actions)
or 1742 (relating to derivative actions), or in defense of any claim,
issue or matter therein, such person shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification.
Under this section, unless ordered by a court, any indemnification under
Section 1741 (relating to third party actions) or 1742 (relating to
derivative actions) shall be made by the business corporation only as
authorized in the specific case upon a determination that indemnification
of the representative is proper in the circumstances because such person
has met the applicable standard of conduct set forth in those sections.
The determination shall be made:
(1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides
that expenses (including attorneys' fees) incurred in defending any
action or proceeding referred to above may be paid by the business
corporation in advance of the final disposition of the action or
proceeding upon receipt of an undertaking by or on behalf of the
representative to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the corporation as
authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage)
provides that the indemnification and advancement of expenses provided by
or granted pursuant to the other sections of the BCL shall not be deemed
exclusive of any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under any other bylaw,
agreement, vote of shareholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office.
Section 1746 of the BCL also provides that indemnification referred
to above shall not be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted
for any action taken or any failure to take any action and may be made
whether or not the corporation would have the power to indemnify the
person under any other provision of law except as provided in this
section and whether or not the indemnified liability arises or arose from
any threatened, pending or completed action by or in the right of the
corporation. Such indemnification is declared to be consistent with the
public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase
insurance) provides that unless otherwise restricted in its bylaws, a
business corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a representative of the corporation
or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him or incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability
under the provisions of the BCL. Such insurance is declared to be
consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1750 of the BCL (relating to duration and extent of
coverage) declares that the indemnification and advancement of expenses
provided by, or granted pursuant to, the BCL shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a representative of the corporation and shall inure to the
benefit of the heirs and personal representatives of that person.
Article IV of the By-Laws of the Corporation provides a broad range
of indemnification for its directors and officers. In essence, directors
and officers will be indemnified for any act committed while in the
course of their association with the Corporation, provided that the
director or officer shall not be finally adjudged in the action, suit or
proceeding to have been liable for willful misconduct or recklessness in
the performance of his duties as a director or officer.
Item 16. Exhibits
Exhibit 3(a) Articles of Incorporation of the Corporation as
amended through April 21, 1994
Exhibit 3(b) Amended Bylaws of the Corporation
Exhibit 5 Opinion of Fox, Rothschild, O'Brien & Frankel, Corporate
Counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien & Frankel
(included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal year ended
December 31, 1995
Exhibit 99(b) Univest Dividend Reinvestment and Stock Purchase Plan
introductory letter to Shareholders
Exhibit 99(c)**Univest Dividend Reinvestment and Stock Purchase Plan
Exhibit 99(d) Dividend Reinvestment Stock Purchase Plan
Authorization Form
* .. Incorporated by reference (File No. 0-7617)
** .. Incorporated by reference (Plan filed in detail within the definitive
proxy which was filed electronically on
March 7, 1996.)
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Sections 13 or 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.
(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.
Insofar as indemnification for liability 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
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
such final adjudication of such issue.
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 Borough of Souderton,
Commonwealth of Pennsylvania, on March 27, 1996.
UNIVEST CORPORATION OF PENNSYLVANIA
By: Merrill S. Moyer
Title: Chairman and President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity Date
MERRILL S. MOYER Chairman, President 3/27/96
Principal Executive Officer and Director
WALLACE H. BIELER Senior Vice President and 3/27/96
Principal Financial and Chief Financial Officer
Accounting Officer
Capacity Date
JAMES L. BERGEY Director 3/27/96
HAROLD M. MININGER Director 3/27/96
CHARLES H. HOEFLICH Director 3/27/96
NORMAN G. GOOD Director 3/27/96
THOMAS K. LEIDY Director 3/27/96
JULES PEARLSTINE, ESQ Director 3/27/96
P. GREGORY SHELLY Director 3/27/96
R. LEE DELP Director 3/27/96
EXHIBIT INDEX
Page
Exhibit 3(a) Articles of Incorporation of the 25 - 29
Corporation as amended through
April 21, 1994
Exhibit 3(b) Amended Bylaws of the Corporation 30 - 51
Exhibit 5 Opinion of Fox, Rothschild, O'Brien 52 - 53
& Frankel
Corporate Counsel to the Corporation
Exhibit 23(a) Consent of Ernst & Young LLP 54
Exhibit 23(b) Consent of Fox, Rothschild, O'Brien
& Frankel
(included as part of Exhibit 5)
Exhibit 99(a)* Annual Report on Form 10-K for the fiscal
year ended December 31, 1995
Exhibit 99(b) Univest Dividend Reinvestment and Stock Purchase 55
Plan introductory letter to Shareholders
Exhibit 99(c)** Univest Dividend Reinvestment and Stock Purchase
Plan
Exhibit 99(d) Univest Dividend Reinvestment and Stock Purchase 56
Plan Authorization Form
* .. Incorporated by reference (File No. 0-7617)
**.. Incorporated by reference (Plan filed in detail within the definitive
proxy which was filed electronically on
March 7, 1996.)