Filed Pursuant to
SEC Rule 424(b)(3)
Form S-3D
SEC File No.333-34347
PROSPECTUS
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EVANS BANCORP, INC.
COMMON STOCK
PAR VALUE $.50 PER SHARE
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of Evans Bancorp, Inc. (the
"Company") provides each holder of record of the Company's Common Stock with a
simple and convenient opportunity to reinvest automatically the cash dividends
they receive on shares of the Company's Common Stock by purchasing additional
shares of the Company's Common Stock.
The price paid for shares of the Company's Common Stock will be
calculated as described herein (see Question 14 on page 9 of this Prospectus).
Stockholders who wish to enroll in the Plan (a "Participant") should
complete an Enrollment Authorization form and forward it to Corporate Trust
Services, c/o Fifth Third Bank (the "Agent"), administrator of the Plan (see
Question 6 on page 7).
This Prospectus should be retained for future reference.
Stockholders who do not wish to participate in the Plan will continue
to receive cash dividends, as declared, in the usual manner.
A total of 50,000 shares (subject to adjustment to reflect changes in
capitalization) have been registered for sale under the Plan.
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 REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND,THE SAVINGS
ASSOCIATION INSURANCE FUND OR ANY OTHER FEDERAL OR STATE GOVERNMENT AGENCY.
The date of this Prospectus is November 1, 2001
Discussion of Risk Factors is on Page 4 of Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, (the "1934 Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates, concerning
directors and executive officers, their compensation, the principal holders of
securities of the Company and any material interest of such persons in
transactions with the Company, is disclosed in proxy statements distributed to
stockholders of the Company and filed with the Commission. Such reports, proxy
statements, and other information can be inspected and copied at the Public
Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and the following Regional Offices of the Commission: Chicago Regional
Office at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Northeast Regional Office, Securities and Exchange Commission, Wayne M. Carlin,
Regional Director, c/o 450 Fifth Street, N. W., Washington, D.C. 20549. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a Web site that contains reports, proxies and
information statements and other information regarding registrants that file
electronically with the Commission at http://www.sec.gov
The Company has filed with the Commission a Registration Statement
under the Securities Act of 1933 with respect to the shares of Common Stock
being offered by this Prospectus. This Prospectus does not contain all the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
For further information with respect to the Company and the shares of Common
Stock offered hereby, reference is made to the Registration Statement, including
the exhibits thereto. The Registration Statement may be inspected by anyone
without charge at the principal office of the Commission in Washington, D.C.,
and copies of all or any part of it may be obtained from the Commission upon
payment of the prescribed fees.
Any person receiving a copy of this Prospectus, including any
beneficial owner, may obtain without charge, upon written or oral request, a
copy of any of the documents incorporated by reference herein, except for the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). The Company will also promptly furnish,
without charge, upon written or oral request, to any person, including any
beneficial owner receiving a copy of this Prospectus, a copy of the Company's
annual report to stockholders for its last fiscal year. Requests should be
addressed to Shareholder Relations, Evans Bancorp, Inc., 14-16 N. Main Street,
Angola, New York 14006; telephone number: (716) 549-1000.
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EVANS BANCORP, INC.
Evans Bancorp, Inc. (the "Company") was organized as a New York
business corporation and incorporated under the laws of the State of New York on
October 28, 1988 for the purpose of becoming a bank holding company. The Company
is registered with the Federal Reserve Board as a bank holding company under the
Bank Holding Company Act of 1956, as amended, and conducts its business through
its wholly-owned subsidiary, Evans National Bank (the "Bank") and the Bank's
wholly owned subsidiaries, M&W Agency, Inc. and ENB Associates Inc. The
principal business of the Bank is commercial banking and consists of, among
other things, attracting deposits from the general public and using these funds
in commercial loans, commercial mortgages, business loans, residential
mortgages, home equity loans, consumer loans, and investment securities.
The Company has no material assets other than its investment in the
Bank and its subsidiaries. The Company's sole business, therefore, is the
ongoing business of the Bank and its subsidiaries.
The Bank was established in 1920 as a national banking association and
currently is regulated by the Comptroller of the Currency. Prior to February
1996, the Bank was known as The Evans National Bank of Angola. Its legal
headquarters is located at 14-16 N. Main Street, Angola, New York 14006. The
phone number is (716) 549- 1000. The Bank is a full service commercial bank
offering secured and unsecured commercial loans, consumer loans, educational
loans, and mortgages. It also accepts time and demand deposits. The Bank's
primary market area is located in southern Erie County, northern Chautauqua
County and northwestern Cattaraugus County in New York State. This market area
is the primary area where the Bank receives deposits and makes loans.
The M&W Agency, Inc. is a retail property and casualty insurance agency
headquartered in Silver Creek, New York. Through its several branch offices, M&W
Agency, Inc. sells, for commissions, various premium based insurance policies.
ENB Associates Inc. provides non-deposit investment products, such as
mutual funds and annuities, to bank customers and others. ENB Associates Inc.
has an agreement with a licensed broker through which it can purchase and sell
securities for its customers.
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RISK FACTORS
The following investment considerations should be considered by
prospective Participants in deciding whether to purchase the Common Stock
offered hereby:
UNCERTAIN FUTURE RESULTS
Commercial banking is affected, directly and indirectly, by local,
domestic, and international economic and political conditions, and by government
monetary and fiscal policies. Conditions such as inflation, recession,
unemployment, volatile interest rates, tight money supply, scarce natural
resources, real estate values, international conflicts and other factors beyond
the control of the Company and the Bank, may adversely affect the potential
profitability of the Company and the Bank. Management does not expect any one
particular factor to affect the Bank's results of operations. A downward trend
in several areas, however, including real estate, construction and consumer
spending, could have an adverse impact on the Bank's ability to maintain or
increase profitability. Therefore, there is no assurance that the Company and
the Bank will be able to continue their current growth rates.
MARKET FOR COMMON STOCK
Although the shares of Common Stock have recently been listed on NASDAQ
National Market, the Common Stock is not widely traded and is not expected to be
widely traded in the near future. There can be no assurance that the Common
Stock will trade at prices at or above the applicable price per share on each
dividend payment date. An inactive or illiquid trading market may have an
adverse impact on the market price of the Common Stock. Moreover, price
fluctuations in the Common Stock may not necessarily be dependent upon or
reflective of the performance of the Company.
COMPETITION
The Bank faces significant competition from many other banks, savings
institutions and other financial institutions which have branch offices or
otherwise operate in the Bank's market area, as well as many other companies now
offering a variety of financial services. Many of these competitors have
substantially greater financial resources than the Bank including a larger
capital base that allows them to attract customers seeking larger loans than the
Bank is able to make. There is no assurance that the Bank will continue to
compete successfully in its market area.
FUTURE ISSUANCES OF COMMON STOCK
Subsequent to the commencement of the Plan, the Board of Directors of
the Company will continue to have authority to issue additional shares of the
Common Stock. Any future issuances may result in dilution of the value of the
shares issued pursuant to the Plan.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation, By-Laws and the New York
Business Corporation Law contain certain provisions which may make more
difficult or discourage a non-negotiated merger, tender offer or a proxy contest
for control of the Company, the assumption of control of the Company by a holder
of a large block of Common Stock and the removal of the Company's management,
even if such transactions might be generally favorable to the interests of some
stockholders.
FEDERAL AND STATE GOVERNMENT REGULATION
The operations of the Company and the Bank are heavily regulated and
will be affected by present and future legislation and by the policies
established from time to time by various federal and state regulatory
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authorities. In particular, the monetary policies of the Federal Reserve Board
have had a significant effect on the operating results of banks in the past and
are expected to continue to do so in the future.
MANAGEMENT'S DISCRETION IN ALLOCATION OF PROCEEDS
The net proceeds of the sale of the shares of the newly issued Common
Stock pursuant to the Plan will be used for general corporate purposes to
support the growth and expansion of the Company and the Bank. Management,
however, has discretion in determining the actual manner in which net proceeds
will be applied. The precise use, amounts and timing of the application of
proceeds will depend upon, among other things, the funding requirements of the
Bank, the availability of other funds, and the existence of business
opportunities. See "USE OF PROCEEDS."
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to the Corporate
Trust Services, c/o Fifth Third Bank (the "Agent"):
By Regular Mail, Registered Mail or Courier:
Corporate Trust Services
c/o Fifth Third Bank
Mail Drop 10AT66-4129
38 Fountain Square Plaza
Cincinnati, Ohio 45263
By Hand:
Corporate Trust Services
c/o Fifth Third Bank
580 Walnut Street, 4th Floor
Cincinnati, Ohio 45202
Please mention Evans Bancorp, Inc. in all your correspondence and, if
you are a participant in the Plan, give the number of your account. If you
prefer, you may call Corporate Trust Services for general questions on
shareholder services and for dividend reinvestment plan information at
1-800-837-2755 or 513-579-5320 between the hours of 8:00 a.m. and 5:00 p.m. EST.
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THE PLAN
The following is a question and answer statement of the provisions of
the Plan as in effect for cash dividends paid to holders on and after March 1,
1998. Those holders of the Company's Common Stock who do not wish to participate
in the Plan will receive cash dividends, as declared, in the usual manner.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of the Company's
Common Stock with a simple and convenient method of investing Common Stock cash
dividends in additional shares of Common Stock without payment of any brokerage
commission or service charge. To the extent shares are purchased directly from
the Company, and not in market transactions, the Company will receive additional
funds for general corporate purposes.
PARTICIPATION OPTIONS
2. What options are available to participants in the Plan?
As a participant in the Plan, you may choose Full Dividend Reinvestment
or Partial Dividend Reinvestment. See Question 9 for more detailed information.
ADVANTAGES
3. What are the advantages of the Plan?
(a) You will not pay any brokerage commission or service
charge in connection with your purchases under the Plan.
(b) The funds of stockholders of record will be fully invested
because the Plan permits fractions of shares to be credited to the
accounts of stockholders of record. Dividends on such fractions, as
well as on whole shares, will be reinvested in additional shares and
such shares credited to your account.
(c) You will avoid the need for safekeeping of stock
certificates for shares credited to your account under the Plan. In
addition, you may deposit certificates you currently hold in your name
with the Agent for safekeeping. See Question 22.
(d) Regular periodic statements reflecting all year-to-date
activity in your account, including purchases and withdrawals of shares
and latest account balance, will simplify your recordkeeping. These
statements will generally be issued following dividend payment dates.
ADMINISTRATION
4. Who administers the Plan for participants?
The Agent will administer the Plan, keep records, send statements of
account to each participant, and perform other duties related to the Plan.
Shares purchased for you under the Plan will be held for you in safekeeping by
or through the Agent, and will be reflected on your account statement, until you
terminate your
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participation in the Plan or request in writing that the Agent issue
certificates for whole shares credited to your Plan account. The Agent also acts
as transfer agent and registrar for the Company's Common Stock.
The Company may adopt rules and regulations to facilitate the
administration of the Plan.
PARTICIPATION
5. Who is eligible to participate?
If you are a stockholder of record of shares of Common Stock, you are
eligible to participate. There is no requirement to hold a minimum number of
shares of Common Stock.
A beneficial owner whose shares are registered in a name other than his
or her own (for example, in the name of a broker or bank nominee) must either
become a stockholder of record by having such shares transferred into his or her
own name or make arrangements with his or her broker or bank to participate on
his or her behalf. A broker or nominee may participate in the Plan on behalf of
beneficial owners by signing and returning the Enrollment Authorization Form.
The opportunity of a holder of Common Stock to participate in the Plan
is not transferable apart from a transfer of his or her Common Stock to another
person.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which the Company has been advised by counsel that it may be
unlawful for the Company to offer or sell to you Common Stock issued pursuant to
the Plan.
6. How does an eligible stockholder participate?
As a stockholder of record of the Company's Common Stock, you may join
the Plan by obtaining and completing an Enrollment Authorization Form and
returning it to the Agent. If the shares are registered in more than one name
(i.e., joint tenants, trustees, etc.), all registered holders must sign.
You may obtain an Enrollment Authorization Form by contacting the Agent
or visiting the website at http://www.investordirect.53.com.
7. Is partial participation available under the Plan?
Yes. If you are a stockholder of record and you want to reinvest the
dividends on less than all of your shares, you must sign an Enrollment
Authorization Form and indicate the number of such shares under "Partial
Dividend Reinvestment."
8. When may an eligible stockholder join the Plan?
As an eligible stockholder, you may join the Plan at any time. A
participant remains in the Plan until he withdraws all shares of Common Stock
credited to his Plan account and either (i) elects to discontinue the
reinvestment of dividends or (ii) sells or otherwise disposes of all the shares
of Common Stock held in his own name.
If a signed Enrollment Authorization Form is received by the Agent not
later than 5 business days prior to the record date for the next dividend
payment, reinvestment of your dividends will begin with the next dividend
payment. If the Enrollment Authorization Form is received after such date,
reinvestment of your dividends will begin with the second succeeding dividend
payment. Dividend payment dates for the Common Stock ordinarily will be in April
and October and corresponding record dates usually will precede dividend payment
dates by about three to four weeks.
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Stockholders are cautioned that the Plan does not represent a change in
the Company's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Company's earnings, financial requirements and other
factors.
9. What does the Enrollment Authorization Form provide?
The Enrollment Authorization Form provides for the purchase of
additional shares of the Company's Common Stock through the following investment
options:
(A) FULL DIVIDEND REINVESTMENT directs the Company to invest
in accordance with the Plan all of your cash dividends on all of the
shares of Common Stock currently or subsequently registered in your
name, as well as on the shares credited to your Plan account.
(B) PARTIAL DIVIDEND REINVESTMENT directs the Company to
invest in accordance with the Plan the cash dividends on the number of
shares (not more than the total registered in your name) of Common
Stock indicated in the appropriate space on the Enrollment
Authorization Form, as well as on all the shares credited from time to
time to your Plan account.
10. How may a participant change options under the Plan?
As a participant, you may change your investment option at any time by
requesting a new Enrollment Authorization Form and returning it to the Agent or
by written notice by letter to the Agent. The Enrollment Authorization Form or
letter must be signed by all of the registered holders on the account.
11. Are stockholders enrolled in the Plan required to send in a new
Enrollment Authorization Form annually?
No. Once enrolled in the Plan you will continue to be enrolled without
further action on your part, unless you give notice to the Agent in writing that
you wish to terminate participation in the Plan.
PURCHASES
12. How will shares of Common Stock be purchased under the Plan?
The Company may, at its sole discretion, direct either the purchase of
newly issued shares or treasury shares from the Company ("Company transactions")
or the purchase of shares in transactions on any securities exchange where such
shares are traded, in the over-the-counter market or by negotiated transactions
("market transactions") or a combination of Company transactions and market
transactions. Market transactions may be on such terms as the Agent may
determine. Market transactions will provide no new funds for the Company.
13. When will shares of Common Stock be purchased under the Plan?
Purchases from the Company of newly issued shares or treasury shares of
Common Stock will be made no later than 30 days after the relevant Investment
Date (as defined in the next paragraph). Purchases through market transactions
may occur on any date or dates commencing with the relevant Investment Date and
ending no later than 30 days from the relevant Investment Date except where
completion at a later date is necessary or advisable, in the opinion of the
Company, under any applicable federal securities laws (the "purchase period").
Shares purchased will be allocated and credited to participants' accounts as of
the date purchases have been completed for the purchase period by the Agent. For
the purpose of making purchases, the Agent will commingle each participant's
funds with those of all other participants.
An "Investment Date" is the dividend payment date. The Company's
decision whether to issue new shares or treasury shares of Common Stock or to
direct the Agent to purchase shares in market transactions will be made no later
than 30 days after the relevant Investment Date.
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14. What will be the price of shares of Common Stock purchased under
the Plan?
In the case of shares purchased solely from the Company for an
Investment Date, the purchase price shall be:
a. if the shares of the Common Stock are listed on a national
securities exchange or traded in the over-the-counter market and sales
prices are regularly reported for the shares, the average of the
closing or last prices of the shares on the Composite Tape or other
comparable reporting system for the 10 consecutive trading days
immediately preceding the Investment Date.
b. if the shares of the Common Stock are traded on the
over-the-counter market, but sales prices are not regularly reported
for the shares for the 10 days referred to in (a) above, and if bid and
asked prices for the shares are regularly reported, the average of the
mean between the bid and the asked price for the shares at the close of
trading in the over-the-counter market for such 10 days; and
c. if the shares of the Common Stock are neither listed on a
national securities exchange nor traded on the over-the-counter market,
such value as the Board of Directors of the Company, in good faith,
shall determine on the Investment Date.
In the case of market transactions, the price will be the weighted
average purchase price of those shares purchased for the relevant Investment
Date.
In the case where shares for an Investment Date are purchased in a
combination of Company transactions and market transactions, the applicable
purchase price of all shares will be the weighted average purchase price of all
shares purchased in market transactions for the relevant Investment Date.
15. How many shares will be purchased for participants?
The number of shares purchased for you depends on the amount of your
dividends and the purchase price per share. Your account will be credited with
that number of shares, including, in the case of stockholders of record,
fractions of shares, equal to the total amount to be invested divided by the
applicable purchase price per share. Fractional shares will be calculated to at
least three decimal places.
COSTS
16. What are the costs to a participant in the Plan?
A participant will incur no brokerage commissions or service charges
for purchases made under the Plan. See Questions 17 and 18 below for additional,
tax-related information. All costs of administration of the Plan and brokerage
commissions or service charges incurred in connection with the purchase of
shares will be paid by the Company. The Company reserves the right to establish
service charges in connection with the Plan in the future; you will be notified
prior to any such charges becoming effective. See Question 26 below for costs
which will be incurred if you request that the Agent sell shares for you in the
future.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
17. What are the Federal income tax consequences of participation in
the Plan?
Based on the current position of the Internal Revenue Service, when
stock is acquired directly from the Company, the holder who reinvests dividends
under the Plan will be treated as receiving a taxable dividend on the Investment
Date in an amount equal to the fair market value of the shares of Common Stock
purchased for the participant's account (rather than the amount of cash dividend
otherwise payable to the participant). "Fair market value" is defined for this
purpose as the purchase price as described in Question 14. A participant's tax
basis for shares purchased from the Company will be equal to the amount of
dividend income recognized for Federal income tax purposes. The participant's
holding period for the shares will commence on the day after the Investment
Date.
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Although the Internal Revenue Service has not ruled on the tax aspects
of a plan pursuant to which a company elects to purchase shares in market
transactions, it is the Company's view that a participant's tax basis for shares
purchased in market transactions will be equal to the weighted average purchase
price of all shares purchased for the relevant Investment Date (See Question
15). In addition, a participant will also realize a taxable dividend to the
extent of an allocated portion of brokerage commissions paid by the Company with
respect to shares credited to the participant's account.
Other Rules and Reports: Under current tax law, the amount of any
dividend realized by a taxable corporate participant will be eligible for the
70% dividend received deduction available to corporations subject to certain
holding period requirements (normally 46 days).
A participant will not realize taxable income on the receipt of a
certificate for whole shares of Common Stock credited to his or her Plan
account, either upon withdrawal of those shares from such account or upon
termination of the Plan. Taxable gain or loss may be realized, however, when
shares are sold or otherwise disposed of or when a cash payment is received from
the Company for a fractional share withdrawn from a participant's account.
Generally, any such gain or loss will be measured by the difference between the
amount realized on the disposition and the tax basis of the disposed shares.
The Agent will report to participants and to the Internal Revenue
Service information sufficient to apprise them of the amount that would
constitute dividend income.
The aforementioned positions of the Internal Revenue Service have not
been tested in the courts and thus the rules stated above have not been
established by judicial decision. The rules stated above are also subject to
change. All Plan participants should consult their own tax advisors to determine
the particular tax consequences of their participation in the Plan. Please keep
your statements for your tax and cost basis information.
18. How are income tax withholding provisions applied to stockholders
who participate in the Plan?
If you fail to provide your taxpayer identification number (or
certification of exemption for withholding for nonresident aliens) to the Agent
in the manner required by law, dividends on the Company's Common Stock or
proceeds from the sale of shares held for your account are subject to Federal
income tax withholding at the rate of 30.5% or the current tax withholding rate.
In addition, you may be required to certify that you are not subject to
withholding on interest and dividend payments as a result of failure to report
all interest and dividend income on prior tax returns, and, absent such
certification, you may be subject to withholding of 30.5% of your dividends or
the current federal withholding rate in effect. Also, the Internal Revenue
Service may notify us to begin withholding if you have furnished an incorrect
taxpayer identification number or you have failed to report all interest or
dividend income on prior tax returns. In such cases, the appropriate amount of
tax will be withheld and the balance in shares will be credited to your account.
Certain stockholders (including corporations and, in many cases, foreign
stockholders) are, however, exempt from the above withholding requirements.
If you are a nonresident alien stockholder whose dividends are subject
to United States income tax withholding at the 30.5% rate (or lower treaty
rate), the appropriate amount will be withheld and the balance will be credited
to your account in shares.
These rules are subject to change. All Plan participants should consult
their own tax advisors to determine the current effect of these rules on their
participation in the Plan.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants in the Plan?
As soon as practical after each purchase of Common Stock under the Plan
for your account, a statement of account will be mailed to you by the Agent.
These statements are your record of current activity
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plus the cost of your purchases and should be retained for tax purposes. In
addition, you will receive copies of other communications sent to holders of the
Company's Common Stock, including the Company's Annual Report, the Notice of
Annual Meeting, Proxy Statement and the information you will need for reporting
your dividend income for Federal income tax purposes.
DIVIDENDS
20. Will participants be credited with dividends on shares held in
their accounts under the Plan?
Yes. Dividends on all shares of Common Stock, including fractional
shares, credited to your account under the Plan, will be reinvested
automatically in additional shares of Common Stock.
CERTIFICATES FOR SHARES
21. Will certificates be issued for shares purchased?
No. Shares purchased through the Plan will be credited to your account
under your name, but they will not be registered in your name. Certificates will
not be issued to you for shares credited to your account unless you request the
Agent in writing to do so or unless your account is terminated. Shares of Common
Stock purchased under the Plan and held by the Agent will be registered in the
name of the Agent's nominee and credited to your account. The number of shares
credited to your account under the Plan will be shown on the periodic statement
of your account. This service eliminates the need for safekeeping by you to
protect against loss, theft or destruction of stock certificates.
At any time, you may request in writing that the Agent send you a
certificate for all or part of the whole shares credited to your account. Any
remaining whole shares and fractional shares will continue to be credited to
your account. Certificates for fractional shares will not be issued under any
circumstances.
22. May I deposit with the Agent stock certificates for those shares
for which cash dividends are being reinvested under the Plan?
You may deposit with the Agent for safekeeping any certificates for
shares of the Company's Common Stock for which dividends are being reinvested
under this Plan. There is no charge for this custodial service and, by making
the deposit, you will be relieved of the responsibility for loss, theft or
destruction of the certificate. Because you bear the risk of loss in sending
certificates to the Agent, it is recommended that certificates be sent to the
Agent by registered mail, return receipt requested and properly insured.
Certificates should not be endorsed. Whenever certificates are issued to you
either upon request or upon termination of participation, new, differently
numbered certificates will be issued. Dividends will be reinvested on all shares
represented by the certificates deposited with the Agent.
23. In whose name will certificates be registered when issued to
participants?
Accounts under the Plan are maintained in the name in which your shares
are registered at the time you enter the Plan. Consequently, certificates for
whole shares purchased under the Plan will be similarly registered when issued
to you upon your request. Should you want these shares registered and issued in
a different name, you must so indicate in a written request. This would
constitute re-registration, and you would be responsible for any transfer taxes
that may be due and for compliance with any applicable transfer requirements.
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24. May shares in a Plan account be pledged?
Generally, shares credited to your account under the Plan may not be
pledged or assigned. If you want to pledge or assign such shares, you should
contact the Agent.
25. What happens when a participant sells or transfers shares
registered in the participant's name?
If you dispose of shares of Common Stock registered in your name (those
for which you hold certificates), the dividends on the shares credited to your
account under the Plan will continue to be reinvested until you notify the Agent
that you wish to terminate your participation in the Plan.
If you are reinvesting the cash dividends on all of the shares
registered in your name (i.e., if you have elected the Full Dividend
Reinvestment option described in Question 9) and you dispose of a portion of
such shares, the Company will continue to reinvest the dividends on the
remainder of the shares registered in your name.
If you are reinvesting the cash dividends on less than all shares
registered in your name (i.e., if you have elected the Partial Dividend
Reinvestment option described in Question 9) and you dispose of a portion of
such shares, the Company will continue to reinvest the dividends on the
remainder of the shares up to the number of shares last indicated on the
Enrollment Authorization Form.
For example, if you authorize the Company to reinvest the cash
dividends on 50 shares of a total of 100 shares registered in your name, and
then you dispose of 25 shares, the Company would continue to reinvest the cash
dividends on 50 of the remaining 75 shares. If instead, you dispose of 75
shares, the Company would continue to reinvest the cash dividends on all of the
remaining 25 shares; if you later acquire an additional 100 shares registered in
your name, dividends would again be reinvested on a total of 50 shares
registered in your name.
26. May a Participant direct the Agent to sell his shares deposited
with the Agent under the Plan?
Yes. You may authorize the Agent to sell all or part of your shares
deposited with the Agent on your behalf by completing and submitting the Other
Transactions Form portion of the reinvestment account statement. The Agent will
cause your shares to be sold on the open market on Friday (or the next business
day the markets are open if the markets are closed or a bank holiday)(the "Sale
Date"), provided that the request is received at least three business days prior
to the Sale Date. The Agent will send you a check for the proceeds, less any
applicable brokerage commissions. You will not receive interest on sales
proceeds held pending disbursement.
Please bear in mind that the Plan is not a market timing investment
vehicle. The price of the Common Stock may rise or fall during the period
between a request for sale, its receipt by the Agent and the ultimate sale in
the open market. Instructions sent to the Agent to sell shares are binding and
may not be rescinded. Should you elect to sell all or a portion of your shares,
you will receive a Form 1099-B for the gross proceeds of your sale shortly after
the close of the calendar year. Please contact the Agent for further
information.
TERMINATION OF PARTICIPATION IN THE PLAN.
27. How does a participant terminate participation in the Plan?
To do so, you must direct the Agent in writing to discontinue the
reinvestment of dividends on both Common Stock held of record by you and Common
Stock held in your Plan account; you must also withdraw the shares of Common
Stock credited to your Plan account (see Question 29).
28. When may a participant terminate participation in the Plan?
You may terminate your participation in the Plan at any time. If the
notice to discontinue reinvestment is received by the Agent at least 5 business
days before the record date for the next dividend payment, the next dividend
will be paid to you in cash. If the notice to discontinue reinvestment is
received by the Agent less than 5 business days before the record date for the
next dividend payment, the next dividend will be reinvested for your account.
Thereafter,
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all dividends on Common Stock held of record by you will be paid to you in cash
unless you re-enroll in the dividend reinvestment feature of the Plan, which you
may do at any time.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
29. How does a participant withdraw shares purchased under the Plan?
You may withdraw all or a portion of the shares of Common Stock
credited to your Plan account by notifying the Agent in writing to that effect
and specifying in the notice the number of shares to be withdrawn. Certificates
for whole shares of Common Stock so withdrawn will be issued. In no case will
certificates for fractional shares be issued.
If your request to withdraw shares is received between five business
days prior to a record date and a dividend payment date, your account will not
be closed until after you receive the shares resulting from the pending dividend
reinvestment.
30. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If you have authorized Full Dividend Reinvestment, cash dividends with
respect to shares withdrawn from your account will continue to be reinvested.
If, however, you have authorized cash dividends with respect to only part of the
shares registered in your name to be reinvested, the Agent will continue to
reinvest dividends on only the number of shares specified by you on the
Enrollment Authorization Form unless a new Enrollment Authorization Form
specifying a different number of shares is delivered to the Agent at least 5
business days prior to the record date for the next dividend payment.
31. What happens to any fraction of a share when a participant
terminates participation and withdraws all shares from his Plan account?
Any fractional share will be converted to its cash equivalent value and
a check therefore, together with the certificates for whole shares, will be
mailed directly to you. The cash payment will be based on the price at which the
shares were sold, less the applicable brokerage commission.
OTHER INFORMATION
32. What happens if the Company declares a stock dividend or a stock
split?
Any shares of Common Stock distributed by the Company pursuant to a
stock dividend or a stock split with respect to shares credited to your account
under the Plan will be added to your account.
Shares of Common Stock distributed pursuant to a stock dividend or a
stock split with respect to shares registered in your name will be mailed
directly to you in the same manner as to stockholders who are not participating
in the Plan.
33. How will a participants' shares held by the Agent be voted at
stockholders' meetings?
Shares held by the Agent for you will be voted as you direct. A proxy
card will be sent to you in connection with any annual or special meeting of
stockholders, as in the case of stockholders not participating in the Plan. This
proxy will apply to all shares registered in your own name and all shares
credited to your account under the Plan and, if properly signed, will be voted
in accordance with the instructions that you give on the proxy card.
As in the case of non-participating stockholders, if no instructions
are indicated on a properly signed and returned proxy card, all of the shares
credited to your account under the Plan will be voted in accordance with the
recommendations of the Company's management. If the proxy card is not returned
or is returned unsigned, your shares would be voted only if you or a duly
appointed representative vote in person at the meeting.
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34. What is the responsibility of the Company and the Agent under the
Plan?
The Company and the Agent, in administering the Plan, will not be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death, the prices at which shares are purchased or
sold for the participant's account, the time when purchases or sales are made or
fluctuations in the market value of the Company's Common Stock.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT CAN ASSURE
THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES PURCHASED BY THEM
UNDER THE PLAN.
35. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend, terminate or modify the Plan at any time,
including the period between a record date and a dividend payment date. The
Company and the Agent also reserve the right to terminate any shareholder's
participation at any time. You will be notified of any suspension, termination
or modification. Upon a termination of the Plan, a certificate for whole shares
credited to your account under the Plan will be issued, and a cash payment
(based on the prevailing market price, less applicable brokerage commission)
will be made for any fraction of a share credited to your account.
In the event the Company, or any successor, hereafter terminates the
Plan and establishes another dividend reinvestment plan, each participant in the
Plan will be enrolled automatically in such other dividend reinvestment plan and
shares credited to the participant's account under the Plan will be credited
automatically to such other dividend reinvestment plan, unless notice is
received to the contrary.
36. If the Plan is suspended does participation in the Plan continue?
Unless notified otherwise, during a suspension of the Plan, a
participant will continue to be regarded as a participant in the Plan, and
shares of Common Stock in a participant's Plan account will continue to be held
at or through the Agent.
37. Can participation be terminated if the Plan is suspended?
Participation in the Plan may be terminated by you at any time in the
manner described in Question 27.
38. If the Plan is resumed after suspension, will a participant
automatically participate in the Plan?
Unless a participant terminates participation in the Plan or a changed
Enrollment Authorization Form is received by the Agent, the instructions
previously given on the participant's Enrollment Authorization Form will be
followed subject to the terms of the Plan in effect after the suspension ends.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
shares of Common Stock that may be sold under the Plan or the prices at which
such shares may be sold. The Company intends to use the proceeds of newly issued
shares sold pursuant to the Plan for general corporate purposes, including
investments in and extensions of credit to the Bank. The precise amounts and
timing of such uses will depend upon, among other factors, the funding
requirements of the Company and the Bank, the availability of proceeds of shares
sold pursuant to the Plan, and the availability of other funds to the Company
and its subsidiaries. Pending such applications, the proceeds will be
temporarily invested or applied to the reduction of short-term indebtedness.
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LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Gross, Shuman, Brizdle & Gilfillan, P.C.
EXPERTS
The consolidated financial statements of the Company incorporated in
this Prospectus by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide for indemnification of directors and
officers. The provision provides that any person shall be indemnified and
reimbursed by the Company against all judgments, fines and settlement amounts
and expenses incurred in connection with the defense of any action or
proceeding, or threatened action, whether criminal or civil by reason of the
fact he, his testator or intestate is or was a director or officer of the
corporation. The directors and officers of the Company are also covered by an
insurance policy of the Company indemnifying them against certain civil
liabilities, including liabilities under the federal securities laws, which
might be incurred by them in such capacity.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission, such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's annual report on SEC Form 10-K for the fiscal year ended
December 31, 2000 and the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001 previously
filed by the Company with the Commission, pursuant to the 1934 Act, are hereby
incorporated by reference into this Prospectus.
All documents filed by the Company with the Commission pursuant to
Sections 13 (a), 13 (c), 14 or 15 (d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering of the Common Stock
under the Plan, shall be deemed to be incorporated by reference into 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 shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in this Prospectus or in any
other subsequently filed document, which is also deemed to be incorporated by
reference, modifies or replaces such statement.
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TABLE OF CONTENTS
Available Information......................2
Evans Bancorp, Inc.........................3
Risk Factors...............................4
If You Have Questions Concerning
the Plan...................................5
The Plan...................................6
Use of Proceeds...........................14
Legal Opinion.............................15
Experts...................................15
Indemnification of Directors
and Officers............................15
Incorporation of Certain Documents
by Reference............................15
NO PERSON IS AUTHORIZED BY EVANS BANCORP,
INC. TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING
IN ANY JURISDICTION IN WHICH SUCH OFFERING
MAY NOT LAWFULLY BE MADE - NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE THROUGH ITS USE SHALL IMPLY THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF EVANS
BANCORP, INC. SINCE THE DATE HEREOF.
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EVANS BANCORP, INC.
DIVIDEND REINVESTMENT PLAN
__________________________
PROSPECTUS
__________________________
DATED NOVEMBER 1, 2001