As filed with the Securities and Exchange Commission on May 18, 2001
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Fulton Financial Corporation
----------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania
------------
(State or other jurisdiction of incorporation or organization)
23-2195389
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(I.R.S. Employer Identification No.)
One Penn Square
Lancaster, Pennsylvania 17604
(717) 291-2411
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(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
Rufus A. Fulton, Jr.
Chairman and Chief Executive Officer
One Penn Square
Lancaster, Pennsylvania 17604
717-291-2411
------------
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With copies to:
Paul G. Mattaini, Esq.
Barley, Snyder, Senft & Cohen, LLC
126 E. King Street
Lancaster, Pennsylvania 17604
-------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Unit(1)(2) Price(1)(2)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock 200,000 $20.195 $4,039,000 $1,010
- --------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee.
(2) Based on the average of the bid and asked price of Fulton Financial
Corporation common stock as of May 15, 2001.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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FULTON FINANCIAL CORPORATION
One Penn Square
Lancaster, Pennsylvania 17604
717-291-2411
200,000 shares of common stock, par value $2.50 per share
at market price as quoted on NASDAQ
NASDAQ National Market Symbol: FULT
Fulton Financial Corporation is offering up to 200,000 shares of its common
stock, par value $2.50 per share, at market price as quoted by NASDAQ. There is
no aggregate minimum number of shares or dollar amount that must be purchased as
a condition to the offering. Fulton Financial will offer these shares: (i) to
and through broker-dealers and (ii) to institutional investors, in blocks of
5,000 or more shares. Fulton Financial does not anticipate offering these shares
directly to members of the general public. The offering will begin on or about
May 18, 2001, and will end on or before June 29, 2001 unless Fulton Financial,
in its sole discretion, shall extend the duration of the offering. Fulton
Financial may, in its sole discretion, terminate this offer prior to the
indicated termination date.
You should read the "Investor Considerations" section, beginning on page 2,
before investing.
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 document. Any representation to the
contrary is a criminal offense.
These securities are not deposits or accounts of a bank and are not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency.
Price to Public (1) Estimated Expenses Proceeds to the Company (1)
------------------- ------------------ ---------------------------
Per Share $ 20.195 $ 0.01 $ 20.185
Total $4,039,000 $2,000 $4,037.000
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The date of this document is May 18, 2001.
(1) The shares will be offered at market price, as quoted on NASDAQ. For
purposes of this table, however, Fulton Financial has used the average of the
closing bid and asked price of its common stock as of May 15, 2001.
INVESTOR CONSIDERATIONS
Changes In Government Regulation May Adversely Affect The Business
The banking industry is heavily regulated, and such regulations are
intended primarily for the protection of depositors and the federal deposit
insurance funds, not shareholders. Fulton Financial is subject to regulation by
the Board of Governors of the Federal Reserve System. Fulton Financial's eleven
bank subsidiaries each have their own federal regulator (the Federal Deposit
Insurance Corporation, Office of the Comptroller of the Currency or the Board of
Governors of the Federal Reserve System, as the case may be) and, with the
exception of such of these subsidiaries as are national banks, are also subject
to regulation by the state banking departments of the state in which they are
chartered. These regulations affect lending practices, capital structure,
investment practices, dividend policy and growth. In addition, Fulton Financial
has seven non-banking subsidiaries from which it derives income. Several of
these non-banking subsidiaries engage in providing investment management and
advice and selling insurance, which industries are also heavily regulated on
both a state and federal level. Changes in laws, regulations and regulatory
practices affecting the banking industry or the insurance and investment
industries could impose additional costs of doing business and adversely affect
the market price of the common stock.
The Common Stock Is Not An Insured Deposit
The shares of common stock in this offering do not constitute a deposit or
other obligation of a bank and are not insured against loss by the Federal
Deposit Insurance Corporation or any other governmental agency or entity.
Competition With Other Financial Institutions Could Adversely Affect
Profitability
Fulton Financial's banking subsidiaries face substantial competition in
originating loans and in attracting deposits due to competition from other
banks, savings institutions, credit unions, mortgage banking companies and other
lenders. Some of these competitors may have greater financial resources, a wider
geographic presence, a wider array of services or more favorable pricing
alternatives and lower origination and operating costs. This competition could
decrease the number and size of loans which Fulton Financial's banking
subsidiaries originate and the interest rate which they receive on these loans.
In attracting deposits, Fulton Financial's banking subsidiaries compete
with other insured depository institutions such as banks, savings institutions
and credit unions, as well as institutions offering uninsured investment
alternatives, including money market funds. These competitors may offer higher
interest rates, which could decrease the deposits that Fulton Financial's
banking subsidiaries attract or require them to increase their rates to attract
new deposits. Increased deposit competition could increase the banks' cost of
funds and adversely affect their ability to generate the funds necessary for
lending operations and investment opportunities.
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THE COMPANY
Fulton Financial Corporation
One Penn Square
Lancaster, Pennsylvania 17604
717-291-2411
Fulton Financial Corporation is a Pennsylvania business corporation and a
registered financial holding company that maintains its headquarters in
Lancaster, Pennsylvania. As a financial holding company, Fulton Financial
engages in general commercial and retail banking and trust business, and also in
related financial businesses, through its 18 directly-held bank and nonbank
subsidiaries. Fulton Financial's bank subsidiaries currently operate 112 banking
offices in Pennsylvania, 16 banking offices in Maryland, six banking offices in
Delaware, and 26 banking offices in New Jersey. As of December 31, 2000, Fulton
Financial had consolidated total assets of approximately $6.6 billion. Four of
Fulton Financial's bank subsidiaries recently entered into agreements with
Sovereign Bank to purchase a total of 18 branches from Sovereign Bank which are
located in New Jersey, Delaware and Pennsylvania. Fulton Financial anticipates
that the branch purchase will close on or about June 8, 2001. In the aggregate,
approximately $310 million in deposits and $53 million in loans are associated
with these 18 branches. Fulton Financial has also entered into an agreement to
acquire Drovers Bancshares Corporation. This transaction is anticipated to close
on or about July 1, 2001. As of December 31, 2000, Drovers has total
consolidated assets of approximately $796 million.
The principal assets of Fulton Financial are its eleven wholly-owned bank
subsidiaries:
o Fulton Bank, a Pennsylvania bank and trust company which is not a
member of the Federal Reserve System;
o Lebanon Valley Farmers Bank, a Pennsylvania bank and trust company
which is a member of the Federal Reserve System;
o Swineford National Bank, a national banking association which is a
member of the Federal Reserve System;
o Lafayette Ambassador Bank, a Pennsylvania bank and trust company which
is a member of the Federal Reserve System;
o FNB Bank, National Association, a national banking association which
is a member of the Federal Reserve System;
o Hagerstown Trust Company, a Maryland trust company which is not a
member of the Federal Reserve System;
o Delaware National Bank, a national banking association which is a
member of the Federal Reserve System;
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o The Bank of Gloucester County, a New Jersey bank which is not a member
of the Federal Reserve System;
o The Woodstown National Bank & Trust Company, a national banking
association which is a member of the Federal Reserve System;
o The Peoples Bank of Elkton, a Maryland bank which is not a member of
the Federal Reserve System; and
o Skylands Community Bank, a New Jersey bank which is not a member of
the Federal Reserve System.
In addition, Fulton Financial has seven wholly-owned nonbank direct
subsidiaries:
o Fulton Financial Realty Company, which holds title to or leases
certain properties on which Fulton Bank maintains branch offices or
other facilities;
o Fulton Life Insurance Company, which engages in the business of
reinsuring credit life, accident and health insurance that is directly
related to extensions of credit by Fulton Financial's bank
subsidiaries;
o Central Pennsylvania Financial Corp., which owns certain non-banking
subsidiaries holding interests in real estate and certain limited
partnership interests in partnerships invested in low and moderate
income housing projects;
o FFC Management, Inc., which owns certain securities and corporate
owned life insurance policies;
o Fulton Financial Advisors, National Association, a limited purpose
national banking association with trust powers;
o Dearden, Maguire, Weaver and Barrett, Inc., an investment management
and advisory firm; and
o Fulton Insurance Services Group, Inc., an insurance agency.
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USE OF PROCEEDS
Fulton Financial intends to use the proceeds of the sale of these
securities for general corporate purposes, such as paying the expenses of this
offering, investment and other general corporate purposes. Fulton Financial is
seeking to sell these securities in order to qualify for pooling of interests
accounting treatment with respect to its acquisition of Drovers Bancshares
Corporation.
DESCRIPTION OF COMMON STOCK
The description of Fulton Financial's common stock is incorporated by
reference to Fulton Financial's Form 8-A, dated July 3, 1989, as amended.
PLAN OF DISTRIBUTION
The offering will begin on or about May 18, 2001, and will end at 5:00 p.m.
on June 29, 2001 unless Fulton Financial, in its sole discretion, shall extend
the duration of the offering. Fulton Financial may, in its sole discretion,
terminate this offer prior to the date specified above.
Fulton Financial will offer these shares: (i) to and through broker-
dealers and (ii) to institutional investors in minimum blocks of at least 5,000
shares. Fulton Financial does not anticipate selling these shares directly to
members of the general public, although it reserves the right to do so. Fulton
Financial reserves the right to reject any offer to acquire the securities
offered hereby. Persons desiring more information on how to obtain shares in
this offering should contact Carroll A. Truran, Senior Vice President, at 717-
291-2431.
Payment for shares of common stock may be made (i) in cash, if delivered in
person to Fulton Financial Corporation, (ii) by check or money order payable to
Fulton Financial Corporation or (iii) by wire transfer of funds to Fulton
Financial Corporation. All funds received by Fulton Financial in payment of
stock orders will be immediately available for use by Fulton Financial. As soon
as practicable after receiving payment in full of the price of the stock
ordered, Fulton Financial Advisors, N.A., the transfer agent for Fulton
Financial, will mail you a certificate, registered in your name or as directed
by you, for the shares you purchased.
Fulton Financial expressly reserves the right to amend the terms and
conditions of the offering, whether the terms and conditions are more or less
favorable to you. In the event of a material change to the terms of the
offering, Fulton Financial will file a post-effective amendment to its
registration statement of which this document is a part, and resolicit
subscribers to the extent required by the Commission. Fulton Financial expressly
reserves the right, at any time prior to delivery of shares of common stock
offered hereby, to terminate the offering if the offering is prohibited by law
or regulation or if Fulton Financial concludes that it is not in its best
interests to complete the offering under the circumstances. If the offering is
terminated without any sales of shares, all funds received from subscribers will
be promptly refunded, without interest. Fulton Financial may also terminate the
offering early, at its discretion, and sell shares pursuant to orders received
and accepted prior to the termination.
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LEGAL MATTERS
Barley, Snyder, Senft & Cohen, LLC will pass on the validity of the Fulton
Financial common stock sold hereunder.
EXPERTS
The consolidated financial statements of Fulton Financial, at December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, included in Fulton Financial's Annual Report on Form 10-K for the year
ended December 31, 2000 have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts giving
said reports.
WHERE TO FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street NW,
Washington, D.C. 20549 and the Commission's regional offices at Seven World
Trade Center, Suite 1300, New York, New York 10048, and at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2551. You may call the Commission at
1-800-SEC-0330 for further information on the public reference rooms. Copies of
such material can also be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street NW, Washington, D.C. 20549, at prescribed
rates. The Company's common stock is listed for trading on the NASDAQ National
Market. Reports, proxy and information statements, and other information
containing the Company may also be inspected at the offices of NASDAQ at 1735 K
Street, N.W., Washington, D.C. 20006. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, like the Company, that file electronically with the
Commission. The address of the Commission Web site is http.//www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered hereby. This document 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
securities offered hereby, reference is made to the Registration Statement and
the exhibits and the financial statements, notes and schedules filed as a part
thereof or incorporated by reference therein, which may be inspected at the
public reference facilities of the Commission at the addresses set forth above
or through the Commission Web site. Statements made in this document concerning
the contents of any documents referred to herein are not necessarily complete,
and in each instance
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are qualified in all respects by reference to the copy of such document filed as
an exhibit to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Some of the information that you may want to consider in deciding whether
to purchase shares of common stock is not physically included in this document,
but rather is "incorporated by reference" to documents that have been filed by
Fulton Financial with the Commission. As permitted by the Commission, the
following documents are incorporated in this document by reference (SEC file #1-
3375):
1. The Company's Annual Report on Form 10-K for the year ended December 31,
2000, filed March 20, 2001;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001, filed May 14, 2001;
3. The Company's Current Report on Form 8-K, filed January 4, 2001; and
4. The description of Fulton Financial common stock contained in Fulton
Financial's registration statement on Form 8-A, dated July 3, 1989, and any
amendment or reports filed for purposes of updating such description.
All documents filed by the Company pursuant to Section 13, 14 or 15(d) of
the Exchange Act after the date of this document and prior to the termination of
the offering of the securities made by this document shall be deemed to be
incorporated by reference in this document and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this document to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this document.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this document has been
delivered, on the written or oral request of any such person, a copy of any and
all of the documents referred to above that have been incorporated by reference
in this reference to such documents. Written or telephone requests for such
copies should be directed to Carroll A. Truran, Senior Vice President, One Penn
Square, Lancaster, Pennsylvania 17604, telephone number (717) 291-2431.
ABOUT THIS DOCUMENT
You should only rely on the information contained or incorporated by
reference in this document. Fulton financial has not authorized anyone to
provide you with information that is
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different from that contained in this document. Fulton Financial is offering to
sell, and soliciting offers to buy, shares of its common stock only in
jurisdictions where offers, sales and solicitations are permitted. The
information contained in this document is accurate only as of the date of this
document, regardless of the time of delivery of this document or of any sale of
common stock. To understand the offering fully, and for a more complete
description of the offering, you should read this entire document carefully,
including particularly the "Risk Factors" section, as well as the documents
identified in the sections called "Incorporation by Reference" and "Where To
Find More Information."
FORWARD-LOOKING STATEMENTS
This document contains and incorporates some "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements regarding intent, belief or
current expectations about matters including statements as to "beliefs,"
"expectations," "anticipations," "intentions" or similar words. Forward-looking
statements are also statements that are not statements of historical fact.
Forward-looking statements are subject to risks, uncertainties and assumptions.
These include, by their nature.
o the effects of changing economic conditions in Fulton Financial's
market areas and nationally;
o credit risks of commercial, real estate, consumer and other lending
activities;
o significant changes in interest rates;
o changes in federal and state banking laws and regulations which could
impact operations;
o funding costs;
o other external developments which could materially affect the business
and operations of Fulton Financial; and
o the ability of Fulton Financial to assimilate Drovers and the 18
Sovereign branches after those transactions close.
If one or more of these risks or uncertainties occurs or if the underlying
assumptions provide incorrect, actual results, performance or achievements in
2001 and beyond could differ materially from those expressed in, or implied by,
the forward-looking statements.
8
Dealer Prospectus Delivery Obligation
Until ______, 2001, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
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PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission filing fee. . $ 1,010
Miscellaneous .................................... 1,000
-----
Total ............................................ 2,010
Item 15. Indemnification of Directors and Officers
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees and agents of the corporation against liabilities
they may incur in such capacities for any action taken or any failure to act,
whether or not the corporation would have the power to indemnify the person
under any provision of law, unless such action or failure to act is determined
by a court to have constituted recklessness or willful misconduct. Pennsylvania
law also permits the adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the director has
breached or failed to perform the duties of his office and (2) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The bylaws of Fulton Financial provide for (1) indemnification of
directors, officers, employees and agents of the registrant and its subsidiaries
and (2) the elimination of a director's liability for monetary damages, to the
fullest extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by Fulton Financial.
Item 16. Exhibits
Exhibits required to be filed with this Registration Statement are listed
in the following Exhibit Index. Certain of such exhibits which have heretofore
been filed with the Securities and Exchange Commission and which are designated
by reference to their exhibit numbers in prior filings are hereby incorporated
herein by reference and made a part hereof.
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Exhibit Description
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5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality
23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (part of Exhibit 5)
23.2 Consent of Arthur Andersen, LLP
24 Power of Attorney (part of the Signature Page)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished
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pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the bylaws of the registrant, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Lancaster, Commonwealth of Pennsylvania, on May 17,
2001.
FULTON FINANCIAL CORPORATION
By: /s/ Rufus A. Fulton, Jr.
--------------------------------------------------
Rufus A. Fulton, Jr., Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Colmery and Charles J. Nugent and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
/s/ Jeffrey A. Albertson
- ------------------------------
Jeffrey A. Albertson Director May 17, 2001
/s/ James R. Argires, M.D.
- ------------------------------
James R. Argires, M.D. Director May 17, 2001
/s/ Donald W. Bowman, Jr.
- ------------------------------
Donald W. Bowman, Jr. Director May 17, 2001
13
SIGNATURE CAPACITY DATE
/s/ William H. Clark, Jr. Director May 17, 2001
- ------------------------------
William H. Clark, Jr.
/s/ Harold D. Chubb Director May 17, 2001
- ------------------------------
Harold D. Chubb
/s/ Craig A. Dally
- ------------------------------
Craig A. Dally Director May 17, 2001
/s/ Frederick B. Fichthorn
- ------------------------------
Frederick B. Fichthorn Director May 17, 2001
/s/ Patrick J. Freer
- ------------------------------
Patrick J. Freer Director May 17, 2001
Chairman of the Board,
/s/ Rufus A. Fulton, Jr. Chief Executive Officer, May 17, 2001
- ------------------------------ and Director (Principal
Rufus A. Fulton, Jr. Executive Officer)
/s/ Robert D. Garner
- ------------------------------
Robert D. Garner Director May 17, 2001
/s/ Eugene H. Gardner
- ------------------------------
Eugene H. Gardner Director May 17, 2001
/s/ Charles V. Henry, III
- ------------------------------
Charles V. Henry, III Director May 17, 2001
/s/ J. Robert Hess
- ------------------------------
J. Robert Hess Director May 17, 2001
14
SIGNATURE CAPACITY DATE
/s/ Carolyn R. Holleran Director May 17, 2001
- ------------------------------
Carolyn R. Holleran
/s/ Clyde W. Horst
- ------------------------------
Clyde W. Horst Director May 17, 2001
/s/ Samuel H. Jones, Jr.
- ------------------------------
Samuel H. Jones, Jr. Director May 17, 2001
/s/ Donald W. Lesher, Jr.
- ------------------------------
Donald W. Lesher, Jr. Director May 17, 2001
/s/ Joseph J. Mowad, M.D.
- ------------------------------
Joseph J. Mowad, M.D. Director May 17, 2001
/s/ Stuart H. Raub, Jr.
- ------------------------------
Stuart H. Raub, Jr. Director May 17, 2001
/s/ Mary Ann Russell
- ------------------------------
Mary Ann Russell Director May 17, 2001
/s/ John O. Shirk
- ------------------------------
John O. Shirk Director May 17, 2001
/s/ R. Scott Smith, Jr. President, Chief Operating
- ------------------------------ Officer and Director May 17, 2001
R. Scott Smith, Jr.
/s/ Kenneth G. Stoudt
- ------------------------------ Director May 17, 2001
Kenneth G. Stoudt
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SIGNATURE CAPACITY DATE
/s/ Beth Ann L. Chivinski Senior Vice President and
- ------------------------------ Controller (Principal
Beth Ann L. Chivinski Accounting Officer) May 17, 2001
Senior Executive Vice
/s/ Charles J. Nugent President and Chief May 17, 2001
- ------------------------------ Financial Officer
Charles J. Nugent (Principal Financial
Officer)
16
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description of Exhibits Pages
- ------ ----------------------- -----
5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality
23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (part of Exhibit 5)
23.2 Consent of Arthur Andersen, LLP
24 Power of Attorney (part of the Signature Page)