SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Fiscal Period Ended: June 30, 1998
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission File No: 0-18833
Chester Valley Bancorp Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2598554
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 E. Lancaster Ave., Downingtown PA 19335
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 269-9700
Securities registered pursuant to Section 12(b) of the Act:
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Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value Per Share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ X ]
State issuer's revenues for its most recent fiscal year. $30,370,584
As of September 1, 1998, the aggregate value of the 1,883,657 shares of Common
Stock of the registrant which were issued and outstanding on such date,
excluding 444,685 shares held by all directors and officers of the registrant as
a group, was approximately $54.63 million. This figure is based on the closing
sales price of $29.00 per share of the registrant's Common Stock on September 1,
1998.
Number of shares of Common Stock outstanding as of September 1, 1998: 2,328,342
Transitional Small Business Disclosure Format. YES [ ] NO [ X ]
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference:
(1) Portions of the Annual Report to shareholders for the year ended June
30, 1998, are incorporated into Part II, Items 5 - 7 of this Form 10-K.
(2) Portions of the Definitive Proxy Statement for the 1998 annual meeting
of shareholders are incorporated into Part III, Items 10-13 of this
Form 10-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) The following financial statements are incorporated by reference
into Item 8 hereof from pages 26 to 42 of the Annual Report,
Exhibit 13 hereto:
Consolidated Statements of Financial Condition at June 30,
1998 and 1997
Consolidated Statements of Operations for the Years Ended
June 30, 1998, 1997, and 1996
Consolidated Statements of Stockholders' Equity for the
Years Ended June 30, 1998, 1997, and 1996
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1998, 1997, and 1996.
Notes to Consolidated Financial Statements.
(2) Financial statement schedules for which provision is made in the
applicable accounting regulations of the SEC are omitted because
of the absence of the conditions under which they are required or
because the required information is set forth in the Consolidated
Financial Statements or Notes thereto.
(b) Reports on Form 8-K
None
(c) The following exhibits are filed as a part of this form 10-K and this
list includes the Index to Exhibits.
Index to Exhibits
Number Description of Documents
3a Restated Articles of Incorporation**
3b Bylaws, as amended***
4 Specimen Stock Certificate*
10a Key Employee Stock Compensation Program, as amended**
10b Employee Stock Ownership Plan**
10c Employment Agreement By and Between the Holding Company, the Bank
and Ellen Ann Roberts**
10e Employment Agreement By and Between the Holding Company, the Bank
and Colin N. Maropis*
10f Employment Agreement By and Between the Holding Company, the Bank
and Anthony J. Biondi**
10h Amendment No. 1 to the Employment Agreement By and Between the
Holding Company, the Bank and Ellen Ann Roberts****
10j Amendment No. 1 to the Employment Agreement By and Between the
Holding Company, the Bank and Colin N. Maropis ****
10k Amendment No. 1 to the Employment Agreement By and Between the
Holding Company, the Bank and Anthony J. Biondi****
101 1997 Stock Option Plan*****
10m 1993 Stock Option Plan as Amended
13 Annual Report to Stockholders
21 Subsidiaries of the Registrant - Reference is made to Item, 1,
Business - Subsidiaries," for the required information
23 Consent of Independent Auditors
(*) Incorporated herein by reference from the Company's Registration
Statement on Form S-4 (33-30433) dated August 10, 1989
(**) Incorporated herein by reference from the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1990
(***) Incorporated herein by reference from the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1991
(****) Incorporated herein by reference from the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1992
(*****) Incorporated herein by reference from the Company's Annual Report
on Form 10-KSB for the year ended June 30, 1997
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHESTER VALLEY BANCORP INC.
November 6, 1998 By: /s/ Ellen Ann Roberts
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Ellen Ann Roberts
Director, Chairman of the Board and
Chief Executive Officer