UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 number 0-15536.
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2428543
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Leader Heights Road, P.O. Box 2887, York, Pennsylvania 17405
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 717-846-1970
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NOT APPLICABLE NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $2.50 per share
(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-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
On February 24, 1998, the aggregate market value of the Registrant's voting
stock held by non-affiliates was approximately, $42,501,000.
As of February 24, 1998, Codorus Valley Bancorp, Inc. had 2,194,518 shares of
common stock outstanding, par value $2.50 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Document: Parts:
1997 Annual Report to Stockholders I, II and IV
Proxy Statement for the Annual Meeting of
Stockholders to be held May 19, 1998 III and IV
1
Codorus Valley Bancorp, Inc.
Form 10-K Index
Part I Page
Item 1 Business............................................ 3
Item 2 Properties.......................................... 7
Item 3 Legal Proceedings................................... 9
Item 4 Submission of Matters to a Vote of Security Holders. 9
Part II
Item 5 Market for the Registrant's Common Equity and
Related Stockholder Matters......................... 9
Item 6 Selected Financial Data............................. 9
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 10
Item 7A Quantitative and Qualitative Disclosures About
Market Risk......................................... 10
Item 8 Financial Statements and Supplementary Data......... 10
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure................. 10
Part III
Item 10 Directors and Executive Officers of the Registrant. 10
Item 11 Executive Compensation............................. 10
Item 12 Security Ownership of Certain Beneficial Owners
and Management..................................... 11
Item 13 Certain Relationships and Related Transactions..... 11
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports
on Form 8-K........................................ 11
Signatures......................................... 14
Exhibit Index...................................... 15
2
PART I
Item 1: Business
Codorus Valley Bancorp, Inc. ("Bancorp" or the "Registrant") is a Pennsylvania
business corporation, incorporated on October 7, 1986. On March 2, 1987, Bancorp
became a bank holding company, pursuant to the Bank Holding Company Act of 1956,
as amended. PEOPLESBANK, A Codorus Valley Company ("PEOPLESBANK" or the "Bank")
is its wholly-owned banking subsidiary and SYC Realty Co., Inc. is its
wholly-owned nonbank subsidiary. Since commencing operations, Bancorp's business
has consisted primarily of managing and supervising the Bank, and its principal
source of income has been dividends paid by the Bank. At December 31, 1997,
Bancorp had total consolidated assets of $255 million, total deposits and other
liabilities of $230.6 million, and total stockholders' equity of $24.4 million.
Bank Subsidiary
PEOPLESBANK, formerly Peoples Bank of Glen Rock until February 1997, organized
in 1934, is a Pennsylvania chartered bank and is not a member of the Federal
Reserve System. PEOPLESBANK offers a full range of commercial and consumer
banking services through eight full service banking office locations in York
County, Pennsylvania. PEOPLESBANK also offers trust and investment services at
Codorus Valley Corporate Center located in York, Pennsylvania. The deposits of
PEOPLESBANK are insured by the Federal Deposit Insurance Corporation ("FDIC") to
the extent provided by law. At December 31, 1997, PEOPLESBANK had total loans of
$191.3 million and total deposits of $226.3 million.
The Bank is not dependent for deposits nor exposed by loan concentration to a
single customer or to a small group of customers. Accordingly, losses from a
single customer, or small customer group, would not have a material adverse
effect on the financial condition of the Bank. At fiscal year end 1997,
approximately 19% of total loans were concentrated in the commercial facility
leasing industry and approximately 11% of total loans were concentrated in the
real estate development industry, compared to 15% and 9%, respectively, at year
end 1996.
Nonbank Subsidiary
On June 20, 1991, SYC Realty Company, Inc. ("SYC Realty") was incorporated as a
wholly-owned subsidiary of the Registrant. This nonbank subsidiary was created
primarily for the purpose of disposing of selected properties obtained from the
Bank in satisfaction of debts previously contracted. SYC Realty commenced
business operations in October, 1995. To date, the financial impact of this
subsidiary's operations on the Registrant and the Bank has been immaterial.
3
Competition
The banking industry in PEOPLESBANK's service area, principally York County,
Pennsylvania, is extremely competitive. The Bank competes with commercial banks
and other financial service providers such as thrifts, credit unions, consumer
finance companies, investment firms, and mortgage companies. Some of the
financial services providers operating in PEOPLESBANK's service area operate on
a regional scale and possess resources greater than those of PEOPLESBANK.
Supervision and Regulation
Codorus Valley Bancorp, Inc. is registered as a bank holding company and is
subject to the regulations of the Board of Governors of the Federal Reserve
System (the "Federal Reserve") under the Bank Holding Company Act of 1956, as
amended ("BHCA"). Bank holding companies are required to file periodic reports
with and are subject to examination by the Federal Reserve. The Federal Reserve
issued regulations under the BHCA that require a bank holding company to serve
as a source of financial and managerial strength to its subsidiary banks. As a
result, the Federal Reserve, pursuant to such regulations, may require the
Corporation to stand ready to use its resources to provide adequate capital
funds to the Bank during periods of financial stress or adversity.
Under the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), a bank holding company is required to guarantee the compliance of
any insured depository institution subsidiary that may become "undercapitalized"
(as defined by regulations) with the terms of any capital restoration plan filed
by such subsidiary with its appropriate federal banking agency, up to specified
limits.
Under the BHCA, the Federal Reserve has the authority to require a bank holding
company to terminate any activity or relinquish control of a nonbank subsidiary
(other than a nonbank subsidiary of a bank) upon the Federal Reserve's
determination that such activity or control constitutes a serious risk to the
financial soundness and stability of any banking subsidiary of the bank holding
company.
The BHCA prohibits the Corporation from acquiring direct or indirect control of
more than 5% of the outstanding shares of any class of voting stock or
substantially all of the assets of any bank or merging or consolidating with
another bank holding company without prior approval of the Federal Reserve. Such
a transaction would also require approval of the Pennsylvania Department of
Banking. Pennsylvania law permits Pennsylvania bank holding companies to control
an unlimited number of banks.
Additionally, the BHCA prohibits the Corporation from engaging in or from
acquiring ownership or control of more than 5% of the outstanding shares of any
class of voting stock of any company engaged in a nonbanking business unless
such business is determined by the Federal Reserve to be so closely related to
banking as to be a proper incident thereto. The Federal Reserve can
differentiate between nonbanking activities that are initiated by a bank
4
holding company or subsidiary and activities that are acquired as a going
concern. The BHCA does not place territorial restrictions on the activities of
such nonbanking-related activities. The Corporation and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit, lease or sale of property, or furnishing of services.
Bancorp is restricted to activities that are found by the Federal Reserve to be
closely related to banking, and which are expected to produce benefits for the
public that will outweigh any potentially adverse effects.
The operations of the Bank are subject to federal and state statutes applicable
to banks chartered under the banking laws of the Commonwealth of Pennsylvania
and whose deposits are insured by the Federal Deposit Insurance Corporation
("FDIC").
The FDIC has primary supervisory authority over the Bank, regularly examines
banks in such areas as reserves, loans, investments, management practices, and
other aspects of operations. These examinations are designed for the protection
of the Bank's depositors rather than the Corporation's shareholders. The Bank
must furnish annual and quarterly reports to the FDIC.
Federal and state banking laws and regulations govern, among other things, the
scope of a bank's business, the investments a bank may take, the reserves
against deposits a bank must maintain, the types and terms of loans a bank may
make and the collateral it may take, the activities of a bank with respect to
mergers and consolidations, and the establishment of branches.
Pennsylvania law permits statewide branching.
A subsidiary bank of a bank holding company, such as the Bank, is subject to
certain restrictions imposed by the Federal Reserve Act on any extensions of
credit to the bank holding company or its subsidiaries, on investments in the
stock or other securities of the bank holding company or its subsidiaries, and
on taking such stock or securities as collateral for loans. The Federal Reserve
Act and Federal Reserve regulations also place certain limitations and reporting
requirements on extensions of credit by a bank to the principal shareholders of
its parent holding company, among others, and to related interests of such
principal shareholders. In addition, such legislation and regulations may affect
the terms upon which any person becoming a principal shareholder of a holding
company may obtain credit from banks with which the subsidiary bank maintains a
correspondent relationship.
The Bank, and the banking industry in general, are affected by the monetary and
fiscal policies of government agencies, including the Federal Reserve. Through
open market securities transactions and changes in its discount rate and reserve
requirements, the Board of Governors of the Federal Reserve exerts considerable
influence over the cost and availability of funds for lending and investment.
Recently, Pennsylvania enacted a law to permit State chartered financial
institutions to sell insurance. This follows a United States Supreme Court
5
decision in favor of nationwide insurance sales by banks and which also bars
states from blocking insurance sales by national banks in towns with populations
of no more than 5,000. Consequently, banks are allowed to sell insurance in
Pennsylvania. The Office of the Comptroller of the Currency has issued
guidelines for national banks to sell insurance. The Bank is evaluating its
options regarding the sale of insurance.
A brief discussion of the most recent federal banking agency pronouncements that
affect the Corporation and/or Bank is provided below.
Congress is currently considering legislative reform centered on repeal of the
Glass-Steagall Act which prohibits commercial banks from engaging in the
securities industry. The holding company structure, under such a proposal, would
be regulated by the Federal Reserve Board, and its subsidiaries would be
supervised by the applicable regulator based on their respective functions.
In December 1997, the Federal Financial Institutions Examination Council
("FFIEC") issued an interagency statement. The statement indicates that senior
management and the board of directors should be actively involved in managing
the Corporation's and the Bank's Year 2000 compliance efforts. The statement
also recommended that institutions obtain Year 2000 compliance certification
from vendors followed by comprehensive internal testing. In addition,
contingency plans should be developed for all vendors that service "mission
critical" applications which are applications vital to the successful
continuance of a core business activity.
The passage of the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 and the Riegle Community Development and Regulatory Improvement Act may
have a significant impact upon the Registrant. The key provisions pertain to
interstate banking and interstate branching as well as a reduction in the
regulatory burden on the banking industry. During July 1995, Pennsylvania
amended the provisions of its Banking Code to authorize full interstate banking
and branching under Pennsylvania law and to facilitate the operations of
interstate banks in Pennsylvania. As a result of legal and industry changes,
management predicts that consolidation will continue as the financial services
industry strives for greater cost efficiencies and market share.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"),
also impacts how the Bank conducts its business. FDICIA's risk-based assessment
system is designed to promote safety and soundness in the banking and thrift
industries by making the deposit insurance system fairer to well-run
institutions and by encouraging weaker institutions to improve their financial
condition. Current information regarding FDIC issues and costs is provided in
the 1997 Annual Report to Shareholders, within the Management's Discussion
section under the subheading deposit insurance fund act of 1996. Information
about Bancorp's capital ratios can be found in the 1997 Annual Report, within
the Management's Discussion section under the subheading stockholder's equity
(including Table 7). Bancorp's and the Bank's capital ratios exceed current
regulatory requirements for well capitalized banks. "Truth-in-Savings" a
separate subtitle within FDICIA, called the "Bank
6
Enterprize Act of 1991," requires truth-in-savings on consumer deposit accounts
so that consumers can make meaningful comparisons between the competing claims
of banks with regard to deposit accounts and products. The Bank has been
providing information to depositors concerning the terms of their deposit
accounts, and in particular the annual percentage yield in compliance with this
law.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") reformed supervisory, enforcement and penalty provisions relative to
financial service companies.
Periodically, various types of federal and state legislation is proposed that
could result in additional regulation of, and restrictions on, the business of
the Corporation and the Bank. It cannot be predicted whether such legislation
will be adopted or, if adopted, how such legislation would affect the business
of the Corporation and the Bank. As a consequence of the extensive regulation of
commercial banking activities in the United States, the Corporation's and the
Bank's business is particularly susceptible to being affected by federal
legislation and regulations that may increase the cost of doing business. Except
as specifically described above, Management believes that the effect of the
provisions of the aforementioned legislation on the liquidity, capital
resources, and results of operations of the Corporation will be immaterial.
Management is not aware of any other current specific recommendations by
regulatory authorities or proposed legislation, which if they were implemented,
would have a material adverse effect upon the liquidity, capital resources, or
results of operations, although the general cost of compliance with numerous and
multiple federal and state laws and regulations does have, and in the future may
have, a negative impact on the Corporation's results of operations.
Other information
At December 31, 1997, the Bank had one hundred and thirty-two (132) full-time
employees and nineteen (19) part-time employees.
The required Statistical Information for Item 1 can be found in Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this report.
Item 2: Properties
The Bancorp owns in fee and without liens the following property.
Codorus Valley Corporate Center
Located at 105 Leader Heights Road, York, in York Township, PA. This 40,000
square foot (approximately) facility serves as a corporate headquarters.
Approximately seventy-five percent of the space is leased to PEOPLESBANK,
the remaining twenty-five percent is available for lease to nonaffiliated
parties. This facility is adjacent to the Bank's Data Operations Center and
Leader Heights banking office.
7
PEOPLESBANK owns the following properties in fee and without liens.
Glen Rock Office: Located at 1 Manchester Street in the borough of Glen Rock,
PA. A bank-owned parking lot is located nearby on Hanover Street.
Additionally, the frame dwelling located at 7 Manchester Street in the
borough of Glen Rock, PA, was demolished in early 1998. This property will
be used to provide additional customer parking adjacent to the Glen Rock
Office.
Jacobus Office: Located at 1 North Main Street in the borough of Jacobus,
PA.
Jefferson Office: Located at 6 Baltimore Street in the borough of
Jefferson, PA. A bank-owned parking lot is located nearby at 10
Baltimore Street.
York New Salem Office: Located at 320 North Main Street in the borough of
York New Salem, PA.
Leader Heights Office: Serves as both a banking office and data
operations center. It is located at 109 Leader Heights Road in York
Township, PA.
Cape Horn Office: Located at 2587 Cape Horn Road, Red Lion in the
township of Windsor, PA.
East York Office: Located at 2701 Eastern Boulevard, York in the township
of Springettsbury, PA.
PEOPLESBANK leases the following properties.
Stewartstown Office: Located at 2 Ballast Lane in the borough of
Stewartstown, PA. This office is a 1,278 square foot unit of a business
complex known as Village Square at Stewartstown. The lease, signed on
November 29, 1993, is for a twenty year term, with four five year term
options. From inception of the lease through 1997, the minimum annual rent
was approximately $15,700. For the four year period 1998 through 2001, the
minimum annual rent will be approximately $17,300. Thereafter, the minimum
annual rent will increase at three year intervals.
Codorus Valley Corporate Center: Located at 105 Leader Heights Road, York, in
York Township, PA. PEOPLESBANK leases approximately 20,800 square feet of
office space in the Codorus Valley Corporate Center ("Corporate Center")
from the Bancorp. In August 1997, PEOPLESBANK relocated the corporate,
credit services, trust and investment services, and administrative support
functions to the Corporate Center. The terms of a lease agreement between
the Bank and Bancorp are being negotiated presently.
8
All of the above properties are located in York County, Pennsylvania and are, in
the opinion of management, adequate for the business purposes of the Registrant
and its subsidiaries.
Item 3: Legal Proceedings
In the opinion of the management of the Corporation, there are no proceedings
pending to which the Corporation and the Bank are a party or to which its
property is subject, which, if determined adversely to the Corporation and the
Bank, would be material in relation to the Corporation's and the Bank's
financial condition. There are no proceedings pending other than ordinary
routine litigation incident to the business of the Corporation and the Bank. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against the Corporation and the Bank by government authorities.
Item 4: Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5: Market for the Registrant's Common Equity and Related
Stockholder Matters
Market and dividend information appearing in the 1997 Annual Report to
Stockholders, under the caption "Stock, Dividend and Broker Information," is
incorporated by reference in response to this item and is included on page 56 in
Exhibit 13.
As of February 4, 1998, the Registrant had approximately one thousand, nineteen
(1,019) stockholders of record.
Related stockholder information appearing in the 1997 Annual Report to
Stockholders, under the caption "Stockholders' Equity," included in
"Management's Discussion and Analysis of Consolidated Financial Condition and
Results of Operations," is incorporated by reference in response to this item
and is included on pages 44 and 45 in Exhibit 13.
Item 6: Selected Financial Data
Information appearing in the 1997 Annual Report to Stockholders, under the
caption "Selected Financial Data," is incorporated by reference in response to
this item and is included on page 13 in Exhibit 13.
9
Item 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The "Management Discussion and Analysis of Consolidated Financial Condition and
Results of Operations" in the 1997 Annual Report to Stockholders is incorporated
by reference in response to this item and is included on pages 35 through 52 in
Exhibit 13.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Information appearing in the 1997 Annual Report to Stockholders, under the
caption "Market Risk Management" included in "Management's Discussion and
Analysis of Consolidated Financial Condition and Results of Operations," is
incorporated by reference in response to this item and is included on pages 49
through 52 in Exhibit 13.
Item 8: Financial Statements and Supplementary Data
The Registrant's Consolidated Financial Statements and the Notes thereto, in the
1997 Annual Report to Stockholders, are incorporated by reference in response to
this item and are included on pages 14 through 33 in Exhibit 13.
Table 12-Summary of Quarterly Financial Data included in Management's Discussion
and Analysis of Consolidated Financial Condition of Results of Operations, in
the 1997 Annual Report to Stockholders, is incorporated by reference in response
to supplementary financial data and is included on page 52 in Exhibit 13.
Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10: Directors and Executive Officers of the Registrant
Information appearing in the Proxy Statement relating to the 1998 Annual Meeting
of Stockholders to be held May 19, 1998 (the "Proxy Statement"), under the
captions "Information as to Nominees and Directors", "Principal Officers of the
Corporation" and "Section 16(a) Beneficial Ownership Reporting Compliance" is
incorporated by reference in response to this item.
Item 11: Executive Compensation
Information appearing in the Proxy Statement, under the captions "Executive
Compensation", "Board of Directors Report on Executive Compensation" and
"Performance Graph" is incorporated by reference in response to this item.
10
Item 12: Security Ownership of Certain Beneficial Owners and Management
Information appearing in the Proxy Statement, under the captions "Principal
Beneficial Owners of the Corporation's Stock" and "Section 16(a) Beneficial
Ownership Reporting Compliance" is incorporated by reference in response to
this item.
Item 13: Certain Relationships and Related Transactions
Information appearing in the Proxy Statement, under the caption "Certain
Transactions," is incorporated by reference in response to this item.
PART IV
Item 14: Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as part of this Form 10-K report.
1. Financial Statements
The following consolidated statements of Codorus Valley Bancorp,
Inc. are included by reference in Part II, Item 8 hereof:
Report of Independent Auditors
Consolidated Statements of Financial Condition
Consolidated Statements of Income
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Stockholders' Equity
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following Financial Statement Schedules are omitted because the
required information is either not applicable, not required or is shown
in the respective financial statements or in the notes thereto.
3. Exhibits filed as part of 10-K pursuant to Item 601 of Regulation S-K.
Exhibit
Number Description of Exhibit
3(i) Articles of Incorporation (Incorporated by reference to
Exhibit 3(i) to Current Report on Form 8-K, filed with the
Commission on March 25, 1996.)
3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to
Current Report on Form 8-K, filed with the Commission on
March 25, 1996.)
4 Rights Agreement Dated as of November 4, 1995 (Incorporated
by reference to Current Report on Form 8-K, filed with the
Commission on December 4, 1995.)
11
10.1 1996 Stock Incentive Plan (Incorporated by reference to
Exhibit 99 of Registration Statement No. 333-9277 on Form
S-8, filed with the Commission on July 31, 1996.)
10.2 Amendment to the Employment Agreement by and among
PeoplesBank, A Codorus Valley Company, Codorus Valley
Bancorp, Inc. and Larry J. Miller dated October 1, 1997,
including Executive Employment Agreement dated January 1,
1993 between Codorus Valley Bancorp, Inc., Peoples Bank
of Glen Rock and Larry J. Miller. (Incorporated by
reference to Exhibit 10.1 to Registrant's Current Report
on Form 8-K, dated and filed with the Commission on March
13, 1998.)
10.3 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Jann A.
Weaver, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.2 to the Registrant's Current Report on Form 8-K,
dated and filed with the Commission March 13, 1998.)
10.4 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Bruce A.
Lamborne, dated October 1, 1997. (Incorporated by reference
to Exhibit 10.3 to the Registrant's Current Report on Form
8-K, dated and filed with the Commission March 13, 1998.)
10.5 Change of Control Agreement between PeoplesBank, A Codorus
Valley Company, Codorus Valley Bancorp, Inc. and Harry R.
Swift, dated October 1, 1997. (Incorporated by reference to
Exhibit 10.4 to the Registrant's Current Report on Form 8-K,
dated and filed with the Commission March 13, 1998.)
11 Statement re: Computation of Earnings Per Share
(Incorporated by reference to Exhibit 13 hereof, 1997
Annual Report to Stockholders at Note 1 to the
Consolidated Financial Statements.)
13 Excerpts from the Annual Report to Stockholders for fiscal
year ended December 31, 1997.
21 List of subsidiaries of the Registrant.
23 Consent of Independent Auditors
24 Power of Attorney
27 Financial Data Schedule
12
(B) Reports on Form 8-K.
During the quarter ended December 31, 1997, the Registrant filed two Form
8-K's, via EDGAR, as described below.
The Registrant filed a Form 8-K dated October 31, 1997. It disclosed that
on October 31, 1997, the Registrant released a Press Release announcing
the intention to change the address for its principal executive offices
from One Manchester Street, Glen Rock, Pennsylvania to 105 Leader Heights
Road, P.O. Box 2887, York, Pennsylvania 17405
-2887.
The Registrant filed a Form 8-K dated December 9, 1997. It disclosed that
on December 9, 1997, the Registrant released a Press Release announcing a
two for one stock split, effected in the form of a 100% stock dividend, to
shareholders of record December 23, 1997, and payable January 26, 1998.
13
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Codorus Valley Bancorp, Inc. (Registrant)
By /s/ Larry J. Miller Date: March 24, 1998
Larry J. Miller, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature and Capacity
/s/ George A. Trout, D.D.S. Chairman of the Board of 3/24/98
George A. Trout, D.D.S. Directors and Director
/s/ Larry J. Miller President, Chief Executive 3/24/98
Larry J. Miller, President Officer and Director
(Principal Executive Officer)
/s/ Barry A. Keller Vice Chairman of the Board of 3/24/98
Barry A. Keller Directors and Director
/s/ Dallas S. Smith Secretary and Director 3/24/98
Dallas S. Smith
/s/ M. Carol Druck Director 3/24/98
M. Carol Druck
/s/ MacGregor S. Jones Director 3/24/98
MacGregor S. Jones
/s/ Rodney L. Krebs Treasurer and Director 3/24/98
Rodney L. Krebs
/s/ Donald H. Warner Vice President and Director 3/24/98
Donald H. Warner
/s/ D. Reed Anderson Director 3/24/98
D. Reed Anderson, Esq.
/s/ Jann A. Weaver Assistant Treasurer and 3/24/98
Jann A. Weaver Assistant Secretary
(Principal Financial and
Principal Accounting Officer)
/s/ Harry R. Swift Assistant Secretary 3/24/98
Harry R. Swift, Esq
14
EXHIBIT INDEX
Page # in
manually signed
Exhibit original
Number Description of Exhibit Form 10-K
3(i) Articles of Incorporation (Incorporated by reference to Exhibit 3(i) to
Current Report on Form 8-K, filed with the Commission on March 25,
1996.)
3(ii) By-laws (Incorporated by reference to Exhibit 3(ii) to Current Report
on Form 8-K, filed with the Commission on March 25, 1996.)
4 Rights Agreement Dated as of November 4, 1995 (Incorporated by
reference to Current Report on Form 8-K, filed with the Commission on
December 4, 1995.)
10.1 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 99 of
Registration Statement No. 333-9277 on Form S-8, filed with the
Commission on July 31, 1996.)
10.2 Amendment to the Employment Agreement by and among
PeoplesBank, A Codorus Valley Company, Codorus Valley
Bancorp, Inc. and Larry J. Miller dated October 1, 1997,
including Executive Employment Agreement dated January 1,
1993 between Codorus Valley Bancorp, Inc., Peoples Bank
of Glen Rock and Larry J. Miller. (Incorporated by
reference to Exhibit 10.1 to Registrant's Current Report
on Form 8-K, dated and filed with the Commission on March
13, 1998.)
10.3 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Jann A. Weaver, dated October
1, 1997. (Incorporated by reference to Exhibit 10.2 to the Registrant's
Current Report on Form 8-K, dated and filed with the Commission March
13, 1998.)
10.4 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Bruce A. Lamborne, dated
October 1, 1997. (Incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K, dated and filed with the
Commission March 13, 1998.)
15
10.5 Change of Control Agreement between PeoplesBank, A Codorus Valley
Company, Codorus Valley Bancorp, Inc. and Harry R. Swift, dated October
1, 1997. (Incorporated by reference to Exhibit 10.4 to the Registrant's
Current Report on Form 8-K, dated and filed with the Commission March
13, 1998.)
11 Statement re: Computation of Earnings Per Share 24
(Incorporated by reference to Exhibit 13 hereof, 1997
Annual Report to Stockholders at Note 1 to the
Consolidated Financial Statements.)
13 Excerpts from the Annual Report to Stockholders for
fiscal year ended December 31, 1997. 17-58
21 List of subsidiaries of the Registrant. 59
23 Consent of Independent Auditors 60
24 Power of Attorney 61
27 Financial Data Schedule 62
16