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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, 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 number 0-15536.
CODORUS VALLEY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2428543
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(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
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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 23, 1999, the aggregate market value of the Registrant's voting
stock held by non-affiliates was approximately, $37,911,000.
As of February 23, 1999, Codorus Valley Bancorp, Inc. had 2,303,987 shares of
common stock outstanding, par value $2.50 per share.
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DOCUMENTS INCORPORATED BY REFERENCE
Document: Parts:
- --------- ------
1998 Annual Report to Stockholders I, II and IV
Proxy Statement for the Annual Meeting of
Stockholders to be held May 18, 1999 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................................... 8
Item 4 Submission of Matters to a Vote of Security Holders. 8
Part II
Item 5 Market for Codorus Valley Bancorp, Inc.'s Common
Stock and Related Stockholder Matters............... 8
Item 6 Selected Financial Data............................. 9
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 9
Item 7A Quantitative and Qualitative Disclosures About
Market Risk......................................... 9
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, Codorus Valley
Bancorp, Inc....................................... 11
Item 11 Executive Compensation............................. 11
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. (Codorus Valley) 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 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, 1998,
Codorus Valley had total consolidated assets of $273 million, total deposits and
other liabilities of $247 million, and total stockholders' equity of $26
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 31,1998, PEOPLESBANK had total loans of
$189 million and total deposits of $242 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 year end 1998, there were
three concentrations of loans by industry that exceeded 10% of total loans, as
follows: commercial facility leasing, 17.2%; residential facility leasing,
11.8%; and real estate development, 10.4%, compared to 19.1%, 9.3% and 11.2%,
respectively, at year end 1997.
In 1998, PEOPLESBANK created SYC Settlement Services, Inc., as a wholly-owned
subsidiary, to provide real estate settlement services. As of December 31, 1998
this subsidiary was inactive.
Nonbank Subsidiary
On June 20, 1991, SYC Realty Company, Inc. (SYC Realty) was incorporated as a
wholly-owned subsidiary of Codorus Valley Bancorp, Inc. This nonbank subsidiary
was created primarily for the purpose of disposing of selected properties
obtained from PEOPLESBANK 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 Codorus Valley 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 national and 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 (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 Codorus
Valley to stand ready to use its resources to provide adequate capital funds to
PEOPLESBANK 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 Codorus Valley 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 Codorus Valley 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. Codorus Valley 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.
Codorus Valley 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 PEOPLESBANK 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 PEOPLESBANK, 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 Codorus Valley'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.
A subsidiary bank of a bank holding company, such as PEOPLESBANK, 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.
PEOPLESBANK 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.
5
A brief discussion of recent federal agency pronouncements that affect Codorus
Valley and/or PEOPLESBANK 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. This repeal would allow commercial banks to engage in
securities underwriting. This provision with an accompanying provision to
enhance the authority of commercial banks to underwrite insurance is part of the
proposed legislation regarding bank modernization. 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.
The Securities and Exchange Commission on July 29, 1998, issued "Statement of
the Commission Regarding Disclosure of Year 2000 Issues and Consequences by
Public Companies, Investment Advisors, Investment Companies and Municipal
Securities Issuers." This statement which took effect August 4, 1998, provides
guidance to public companies regarding Year 2000 issues and disclosures.
Information about Codorus Valley's Year 2000 readiness is provided in the 1998
Annual Report to Stockholders, within the Management's Discussion section, under
the caption Year 2000 Compliance, on pages 42 and 43 in Exhibit 13.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), also
impacts how PEOPLESBANK 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. Information about Codorus Valley's capital ratios can be found in the
1998 Annual Report, within the Management's Discussion section under the
subheading stockholder's equity (including Table 7). Codorus Valley's and
PEOPLESBANK's capital ratios exceed minimum quantitative regulatory requirements
for well capitalized banks.
Periodically, various types of federal and state legislation is proposed that
could result in additional regulation of, and restrictions on, the business of
Codorus Valley and PEOPLESBANK. It cannot be predicted whether such legislation
will be adopted or, if adopted, how such legislation would affect the business
of Codorus Valley and the Bank. As a consequence of the extensive regulation of
commercial banking activities in the United States, Codorus Valley'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 Codorus Valley 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 Codorus Valley's results of operations.
6
Other information
At December 31, 1998, PEOPLESBANK had one hundred and thirty-one (131) full-time
employees and thirteen (13) 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
Codorus Valley Bancorp, Inc. 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 sixty-seven percent of the leasable space is leased to
PEOPLESBANK, the remaining thirty-three percent is available for lease to
nonaffiliated parties. This facility is adjacent to the Bank's Data
Operations Center and Leader Heights banking office.
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.
7
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.
All of the above properties are located in York County, Pennsylvania and are, in
the opinion of management, adequate for the business purposes of Codorus Valley
and its subsidiaries.
Item 3: Legal Proceedings
In the opinion of the management of Codorus Valley Bancorp, Inc., there are no
proceedings pending to which Codorus Valley and PEOPLESBANK are a party or to
which its property is subject, which, if determined adversely to Codorus Valley
and the Bank, would be material in relation to Codorus Valley's and the Bank's
financial condition. There are no proceedings pending other than ordinary
routine litigation incident to the business of Codorus Valley and the Bank. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against Codorus Valley and the Bank by government authorities.
Item 4: Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5: Market for Codorus Valley Bancorp, Inc.'s Common Stock and
Related Stockholder Matters
Market and dividend information appearing in the 1998 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 March 16, 1999, the Codorus Valley had approximately one thousand,
twenty-one(1,021) stockholders of record.
Related stockholder information appearing in the 1998 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 46 and 47 in Exhibit 13.
8
Item 6: Selected Financial Data
Information appearing in the 1998 Annual Report to Stockholders, under the
caption Selected Financial Data, is incorporated by reference in response to
this item and is included on page 17 in Exhibit 13.
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 1998 Annual Report to Stockholders is incorporated
by reference in response to this item and is included on pages 37 through 52 in
Exhibit 13.
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Information appearing in the 1998 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 50 through 52 in
Exhibit 13.
Codorus Valley also uses gap management as a secondary means of managing
interest rate risk. The gap technique begins by segmenting interest sensitive
assets and interest sensitive liabilities into future time periods, typically
one year, based on scheduled maturity or repricing date. Repriceable assets are
then subtracted from repriceable liabilities to determine a difference, or gap.
The measurement process relies on many assumptions such as the amount and timing
of repriceable cash flows from interest-sensitive assets and liabilities. The
following assumptions are made about repriceable cash flows from interest
sensitive assets. The total portfolio balance of variable rate instruments can
reprice daily. Adjustable rate instruments reprice at the interest maturity
date, usually annually. Fixed rate loans reprice at their scheduled maturity
date and also include estimated prepayments. Fixed rate investment securities,
with the exception of mortgage-backed securities, reprice at their scheduled
maturity date, or call date if more appropriate. Fixed rate mortgage-backed
securities reprice based on principal pay-down estimates provided by Bloomberg.
Generally, interest sensitive liabilities reprice similarly to interest
sensitive assets with the exception of NOW and savings deposits which do not
have scheduled maturities. Technically, NOW and savings accounts can be repriced
at any time. Historically, NOW and savings balances have been relatively stable
in spite of changes in market interest rates. This stability assumption was made
in the current measurement process.
A schedule which depicts balance sheet repricing characteristics and an estimate
of gap at December 31, 1998, is provided below. One way to predict how a change
in market interest rates will impact net interest income for specific time
frames is through the cumulative gap measure. For example, the cumulative gap in
the "181-365" repricing category represents a one year net liability position of
$44 million or 18.2 percent of interest earning assets at December 31, 1998. The
liability sensitive gap position implies that over the next year there will be a
positive impact on net interest income if
9
market rates decline. The theory is that more liabilities will reprice, at lower
market interest rates, than the assets that they fund. Conversely, an increase
in market interest rates would have a negative impact on net interest income.
A gap analysis is limited in its usefulness as it represents a one-day position,
which is continually changing and not necessarily indicative of the Codorus
Valley's position at any other time. Additionally, the gap analysis does not
consider the complexity of interest rate relationships and spreads depending on
the direction, magnitude and timing of changes in market interest rates.
After
0-30 31-90 91-180 181-365 1-2 2-5 5
(dollars in thousands) Days Days Days Days Years Years Years Total
------- ------- ------- -------- -------- -------- -------- --------
Interest earning assets:
Interest earning deposits $ 203 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 203
Securities available for sale 3,120 3,314 3,707 7,984 24,420 7,782 5,204 55,531
Loans 46,866 7,847 14,304 24,689 31,871 52,155 9,673 187,405
------- ------- ------- ------- ------- ------- ------- --------
Total $50,189 $11,161 $18,011 $32,673 $56,291 $59,937 $14,877 $243,139
Interest bearing liabilities:
NOW deposits $ 26,936 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 26,936
Insured money fund and
money market deposits 36,577 0 0 0 0 0 0 36,577
Savings deposits 20,655 0 0 0 0 0 0 20,655
Time CDs less than $100,000 20,510 10,283 11,647 15,176 38,682 17,390 0 113,688
Time CDs $100,000 and above 4,442 4,863 1,305 2,492 5,141 767 0 19,010
Short-term borrowings 1,234 0 0 0 0 0 0 1,234
Long-term borrowings 20 40 61 126 264 910 1,150 2,571
-------- ------- ------- ------- ------- ------- ------- --------
Total $110,374 $15,186 $13,013 $17,794 $44,087 $19,067 $ 1,150 $220,671
Period gap (60,185) (4,025) 4,998 14,879 12,204 40,870 13,727 22,468
Cumulative gap (60,185) (64,210) (59,212) (44,333) (32,129) 8,741 22,468
Cumulative gap as a % of
interest earning assets
at December 31, 1998 -24.8% -26.4% -24.4% -18.2% -13.2% 3.6% 9.2%
Item 8: Financial Statements and Supplementary Data
Codorus Valley's Consolidated Financial Statements and the Notes thereto, in the
1998 Annual Report to Stockholders, are incorporated by reference in response to
this item and are included on pages 18 through 35 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 1998 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.
10
PART III
Item 10: Directors and Executive Officers, Codorus Valley Bancorp, Inc.
Information appearing in the Proxy Statement relating to the 1999 Annual Meeting
of Stockholders to be held May 18, 1999 (Proxy Statement), under the captions
"Information as to Nominees and Directors," "Directors and Executive Officers of
CVB" 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.
Item 12: Security Ownership of Certain Beneficial Owners and Management
Information appearing in the Proxy Statement, under the captions "Beneficial
Ownership of CVB's Stock Owned by Principal Owners and Management" 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
Relationships and Related 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.
11
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.)
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 byreference 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 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.)
10.5 1998 Independent Directors Stock Option Plan (Incorporated
by reference to Exhibit 4.3 of Registration Statement No.
333-61851 on Form S-8, filed with the Commission on August
19,1998.)
12
11 Statement re: Computation of Earnings Per Share
(Incorporated by reference to Exhibit 13 hereof, 1998
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, 1998.
21 List of subsidiaries of the Registrant.
23 Consent of Independent Auditors
24 Power of Attorney
27 Financial Data Schedule
(B) Reports on Form 8-K.
The Registrant filed no Current Reports on Form 8-K for the quarter ended
December 31, 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 23, 1999
- -------------------------
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 3/23/99
- ------------------------- Directors and Director
George A. Trout, D.D.S.
/s/ Larry J. Miller President, Chief Executive 3/23/99
- ------------------------- President Officer and Director
Larry J. Miller,
(Principal Executive Officer)
/s/ Barry A. Keller Vice Chairman of the Board of 3/23/99
- ------------------------- Directors and Director
Barry A. Keller
/s/ Dallas S. Smith Secretary and Director 3/23/99
- -------------------------
Dallas S. Smith
/s/ M. Carol Druck Director 3/23/99
- -------------------------
M. Carol Druck
/s/ MacGregor S. Jones Director 3/23/99
- -------------------------
MacGregor S. Jones
Treasurer and Director 3/23/99
- -------------------------
Rodney L. Krebs
/s/ Donald H. Warner Vice President and Director 3/23/99
- -------------------------
Donald H. Warner
/s/ D. Reed Anderson Director 3/23/99
- -------------------------
D. Reed Anderson, Esq.
/s/ Jann A. Weaver Assistant Treasurer and 3/23/99
- ------------------------- Assistant Secretary
Jann A. Weaver
(Principal Financial and
Principal Accounting Officer)
/s/ Harry R. Swift Vice President and Secretary 3/23/99
- -------------------------
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 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.)
10.5 1998 Independent Directors Stock Option Plan(Incorporated by reference
to Exhibit 4.3 of Registration Statement No. 333-61851 on Form
S-8,filed with the Commission on August 19,1998.)
15
11 Statement re: Computation of Earnings Per Share 24
(Incorporated by reference to Exhibit 13 hereof, 1998
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, 1998. 17-54
21 List of subsidiaries of the Registrant. 55
23 Consent of Independent Auditors 56
24 Power of Attorney 57
27 Financial Data Schedule 58
16